WAIVER AND AGREEMENT
THIS WAIVER AND AGREEMENT (“Waiver”) is dated effective December 14, 2007, by and between WB QT, LLC , a
Delaware limited liability company (“Lender”) and Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware
A. Lender and Borrower are parties to that certain Credit Agreement, dated January 31, 2007, as amended by that certain
First Amendment to Credit Agreement, dated September 13, 2007 (“Credit Agreement”).
B. Pursuant to the Credit Agreement, Borrower executed that certain Term Note, dated January 31, 2007, in the original
principal amount of Ten Million Dollars ($10,000,000) (“Term Note”).
C. Pursuant to the Credit Agreement, Borrower executed that certain Revolving Credit Note, dated January 31, 2007, in the
original principal amount of Twenty Million Six Hundred Thirty-Seven Thousand Five Hundred Dollars ($20,637,500)
(“Revolving Credit Note”).
D. The Credit Agreement, Term Note, Revolving Credit Note and all other loan documents executed in connection with the
Credit Agreement are hereafter referred to as the “Loan Documents”.
E. Lender and Borrower acknowledge that Borrower has failed to make the principal payments due under Section 2.3(b)(i)
of the Credit Agreement on August 1, 2007, September 1, 2007, October 1, 2007, November 1, 2007 and December 1, 2007 (“Past
Principal Payment Default”).
F. Lender has agreed to waive any potential defaults pursuant to the Credit Agreement or Term Note with respect to
Borrower’s failure to make the required principal payments due pursuant to Section 2.3(b)(i) of the Credit Agreement on
January 1, 2008, February 1, 2008 and March 1, 2008 (“Future Principal Payment Default”).
G. As of October 31, 2007 and through November 1, 2008, Lender agrees to (i) increase the Revolving Credit Aggregate
Commitment under the Credit Agreement to Twenty Three Million Six Hundred Thirty Seven Thousand Five Hundred
($23,637,500) Dollars (“Adjusted Revolving Credit Aggregate Comm