REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the Agreement) is made as of the date set forth below between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the Company), and the purchasers of its Common Stock (as defined below) pursuant to a Securities Purchase Agreement dated as of the date hereof (each in Investor and, collectively, the Investors). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

R E C I T A L S

WHEREAS, the Company has sold to up to [            ] shares (the Shares) of its common stock, $0.001 par value per share, (the Common Stock), to certain investors in a private placement (the Offering); and

WHEREAS, the execution and delivery of this Agreement by the Company is a condition to the completion of the Offering.

NOW, THEREFORE, the parties hereto agree as follows:

1. Registration Procedures and Expenses. The Company shall:

(a) subject to receipt of necessary information from the Investors, prepare and file with the Securities and Exchange Commission (SEC), within thirty (30) Calendar Days after the Closing Date (the Required Filing Date), a Registration Statement on Form S-3 to enable the resale of the Shares by the Investors from time to time;

(b) use its best efforts, subject to receipt of necessary information from the Investors, to cause the Registration Statement to become effective as soon as practicable, but in no event later than ninety (90) days unless such Registration statement is reviewed by the SEC, in which case the number of days shall be increased to one hundred twenty (120) days after the Closing Date (the Required Effective Date). If the Registration Statement (i) has not been filed by the Required Filing Date or (ii) has not been declared effective by the SEC on or before the Required Effective Date, then the Company shall, immediately following the Required Filing Date (if not then so filed) and the Required Effective Date (if not then so effective), and on each 30^th day anniversary thereafter, make a payment to the Investor as compensation for such delay (the Late Registration Payments) an amount equal to one half of one percent (0.5%) of the Purchase Price paid for the Shares purchased by the Investor, until the Registration Statement is filed or declared effective by the SEC. Notwithstanding the foregoing, in no event shall the total of all Late Registration Payments exceed in the aggregate ten percent (10%) of such Purchase Price. Late Registration Payments, if any, will be prorated on a daily basis and will be paid to Investor by wire transfer or check within five (5) Business Days after the date that each payment is due;

(c) use its commercially reasonable best efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement current and effective for a period ending on the earlier of (i) the date on which the Investor may sell Shares pursuant to paragraph (k) of Rule 144 under the Securities Act or any successor rule (Rule 144) or (ii) such time as all Shares purchased by such Investor in this Offering have been sold pursuant to a registration statement

or Rule 144, and to notify each Investor promptly upon the Registration Statement and each post-effective amendment thereto, being declared effective by the SEC;

(d) furnish to the Investor such number of copies (in paper or electronic version) of the Registration Statement and the Prospectus (including supplemental prospectuses), as the Investor may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Investor;

(e) file documents required of the Company for normal blue sky clearance in states specified in writing by the Investor; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

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