FIRST AMENDMENT TO PLEDGE AGREEMENT
This FIRST AMENDMENT TO PLEDGE AGREEMENT (this “ Amendment ”), dated as of November 6, 2007, is made and
given by each of the undersigned (collectively, the “ Pledgors ” and individually, each a “ Pledgor ”), in favor of WB QT, LLC, a
Delaware limited liability company, as agent for the lenders (the “ Lenders ”) from time to time party to the Credit Agreement
defined below (in such capacity, the “ Secured Party ”).
A. Each Pledgor executed in favor of the Secured Party, for the benefit of the Lenders, the Pledge Agreement dated as of
January 31, 2007 (the “ Pledge Agreement ”) pursuant to which each Pledgor pledged and granted to the Secured Party, for the
benefit of the Lenders, a security interest in the shares of stock, ownership interests and assignable partnership interests
described in and appearing opposite the applicable Pledgor’s name in Part I of Schedule I to the Pledge Agreement.
B. The Pledge Agreement relates to certain indebtedness incurred by Quantum Fuel Systems Technologies Worldwide,
Inc., a Delaware corporation (the “ Borrower ”) pursuant to that certain Credit Agreement, dated as of January 31, 2007, among
the Borrower, the Lenders, and the Secured Party, as amended by a First Amendment to Credit Agreement dated as of
September 13, 2007, and as amended by a Second Amendment to Credit Agreement dated concurrently herewith (as so
amended, the “ Credit Agreement ”).
C. Tecstar Automotive Group, Inc. (“ Tecstar ”) will execute a promissory note in favor of Whitebox Advisors, L.P. in the
original principal amount of $5,000,000 (the “ Note ”), and the Secured Party and the Pledgors desire to amend the Pledge
Agreement to secure the obligations of Tecstar under the Note.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is
agreed as follows:
1. Defined Terms . Capitalized terms used in this Amendment which are defined in the Pledge Agreemen