F IRST A MENDMENT TO THE C OMBINATION A GREEMENT
T HIS F IRST A MENDMENT TO THE C OMBINATION A GREEMENT (the “ First Amendment ”) is made and entered into as of the
27 th day of June, 2003 by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (“
Quantum ”), and Global Thermoelectric Inc., an Alberta corporation (“ Global ”).
1. Quantum and Global are parties to that certain Combination Agreement, dated as of April 8, 2003 (the “ Combination
Agreement ”), which contemplates, among other things, the combination of Quantum and Global by Quantum acquiring all of
the outstanding common shares of Global.
2. Quantum and Enbridge Inc. (“ Enbridge ”), the holder of the GCo Series 2 Preferred Shares, are entering into that
certain Share Put and Dividend Guarantee Agreement (the “ Put Agreement ”) and that certain Assumption Agreement (the “
Assumption Agreement ”), each dated as of the date hereof. In addition, Quantum, Global and Enbridge are entering into that
certain Settlement Agreement (the “ Settlement Agreement ”) dated as of the date hereof.
3. Global has consented to and approved of Quantum entering into each of the Settlement Agreement, the Put Agreement
and the Assumption Agreement in its letter dated June 27, 2003.
4. Quantum and Global desire to amend the Combination Agreement as set forth herein.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Combination Agreement.
N OW , T HEREFORE , in consideration of the mutual covenants and agreements contained herein and for other good and
valuable consideration, effective as of the date hereof, Quantum and Global agree as follows
1. Section 4.6 of the Combination Agreement is hereby amended to read in its entirety as follows:
“4.6 Board of Directors
The board of directors of QCo will take action prior to the Effective Time to cause the number of director