EX-4.1



 Exhibit 4.1 
 EXECUTION VERSION 
 QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.

 WARRANT TO PURCHASE COMMON STOCK

 Initial Number of Warrant Shares: 2,950,819 
 Warrant No.: 1 
 Date of Issuance: May 16, 2013 (“Issuance Date”)

 Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Crede CG III, Ltd., the registered holder hereof (such registered holder or its permitted assigns, the
“Holder”) is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock
(including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date but not after 11:59 p.m. New York time on the
Expiration Date, that number (subject to adjustment as provided herein) of fully paid and non-assessable shares of Common Stock (as defined below) set forth above (the “Warrant Shares”). Except as otherwise defined herein,
capitalized terms in this Warrant shall have the meanings set forth in Section 16. 
 This Warrant to Purchase Common Stock
(the “Warrant”) is being issued pursuant to that certain Securities Purchase Agreement, dated as of May 16, 2013, by and among the Company and the investor (the “Buyer”) referred to therein (the
“Securities Purchase Agreement”). The initial number of Warrant Shares set forth above shall be equal to 60% of the aggregate Purchase Price (as defined in the Securities Purchase Agreement) divided by the Purchase Price per
share. In the event that the Common Stock is delisted from the Principal Market (as defined in the Securities Purchase Agreement), the warrant coverage under this Warrant will automatically increase, immediately upon such delisting, with no further
action required by either party, to 70% of the aggregate Purchase Price divided by the Purchase Price per share. In the event a portion of the Warrant has been exercised pursuant to Section 1 hereto and/or exchanged pursuant to Section 4
hereto prior to such delisting, the remaining Warrant shall be grossed up by 116.667% immediately following such delisting, with no further action required by either party. For illustrative purposes only, if the remaining Warrant is exercisable or
exchangeable into 1,000,000 shares of Common Stock, then immediately upon such delisting, the Warrant shall be exercisable or exchangeable into 1,166,667 shares of Common Stock. 
 1. EXERCISE OF WARRANT. 
 (a) Mechanics of Exercise.
Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date in whole or in part, by delivery
(whether via facsimile or otherwise) of a written notice, in substantially the form attached hereto as Exhibit A (the “Exercise Notice”) along with payment to the Company of an amount equal to the
Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being so exercised (in respect of such specific exercise, the “Aggregate 







 
Exercise Price”) in cash, via wire transfer of immediately available funds if the Holder did not notify the Company in such Exercise Notice that such exercise was made pursuant
to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less
than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise
Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first Trading Day following the
date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice and Aggregate Exercise Price, in the form attached hereto as Exhibit C, to
the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third Trading Day following the date on which the Company has received such Exercise Notice and the Aggregate Exercise Price, the
Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (which the Company shall cause the Transfer Agent to do at
Holder’s request), upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system (“DWAC”), or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to
the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of
the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of an Exercise Notice and the Aggregate Exercise Price,
the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC
account or the date of delivery of the certificates evidencing such Warrant Shares (as the case may be). If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares
represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder and upon surrender hereof by the Holder at the principal office of the Company, the
Company shall as soon as practicable and in no event later than three Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing
the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be
issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded down to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the
issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding anything to the contrary contained in this Warrant, the Company shall remain DWAC eligible for so long as this Warrant or any replacement Warrant remains
outstanding. 

  
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 (b) Exercise Price. For purposes of this Warrant, “Exercise
Price” means $0.671, subject to adjustment as provided herein. 
 (c) Company’s
Failure to Timely Deliver Securities. If the Aggregate Exercise Price has been delivered to the Company and the Company shall fail, for no reason of its own and despite using reasonable best efforts, to issue (or cause to be issued) to the
Holder within three Trading Days after receipt of the applicable Exercise Notice (and the Aggregate Exercise Price) or Exchange Notice, as applicable, a certificate for the number of shares of Common Stock to which the Holder is entitled and
register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this
Warrant (as the case may be), then, in addition to all other remedies available to the Holder, the Company shall pay in cash to the Holder on each day after such third Trading Day that the issuance of such shares of Common Stock is not timely
effected an amount equal to 2% of the product of (A) the aggregate number of shares of Common Stock not issued to the Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the
Trading Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to the Holder without violating Section 1(a). In addition to the foregoing, if within three trading Days after
the Company’s receipt of the applicable Exercise Notice or Exchange Notice, as applicable, the Company shall fail to issue and deliver a certificate to the Holder and register such shares of Common Stock on the Company’s share register or
to credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise or exchange hereunder (as the case may be), and if on or after such third (3rd) Trading Day the Holder (or any other Person in respect, or on
behalf, of the Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of
Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise or exchange that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the
Company shall, within three Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and
other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which point the Company’s
obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise or exchange hereunder (as the case may
be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s
balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise or exchange hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the
Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice or
Exchange Notice, as the case may be, and ending on the date of such issuance and payment under this clause (ii). 

  
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 (d) Cashless Exercise. Notwithstanding anything contained herein to the contrary
(other than Section 1(f) below), if at the time of an exercise hereof any Equity Conditions Failure described in clause (vi) of the definition of “Equity Conditions” shall then exist, then the Holder may, in its sole
discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to make a cashless exercise
(each a “Cashless Exercise”) under this Section 1(d). A Cashless Exercise under this Section 1(d) may be made, at the election of the Holder from time to time and irrespective of any other election to
make a Cashless Exercise, so that upon such exercise Holder shall receive the “Net Number” of shares of Common Stock determined according to the following formula: 

 

							
		 		 		  	
		 	Net Number =	 	



	  	

 For purposes of the foregoing formula: 
  

	 	A =	the total number of shares with respect to which this Warrant is then being exercised. 


 

	 	B =	as applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise
Notice is (1) both executed and delivered pursuant to Section 1(a) on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 1(a) on a Trading Day prior to the opening of
“regular trading hours” (as defined in Rule 600(b)(64) of Regulation NMS promulgated under the federal securities laws) on such Trading Day. (ii) the Bid Price of the Common Stock as of the time of the Holder’s execution of the
applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two hours thereafter pursuant to Section 1(a) or (iii) the Closing Sale Price of the
Common Stock on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant to Section 1(a) after the close of “regular trading
hours” on such Trading Day. 

  

	 	C =	the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise. 


Notwithstanding anything to the contrary contained herein, exercise of this Warrant on a cashless basis may also be made from time to time at the
election of the Holder (and irrespective of any election to make a Cashless Exercise under this Section 1 (d)), pursuant to the exchange provisions of Section 4 of this Warrant. 

(e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number
of Warrant Shares to be issued pursuant to the terms hereof (including, without limitation, the Net Number), the Company shall promptly issue to the 

  
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Holder the number of Warrant Shares that are not disputed, provided that following such issuance to Holder such dispute shall be resolved in accordance with Section 13. 

(f) Limitations on Exercises and Exchanges. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall
not be exercisable or exchangeable by the Holder hereof to the extent (but only to the extent) that the Holder or any of its affiliates would beneficially own in excess of 9.9% (the “Maximum Percentage”) of the Common Stock
following such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable or exchangeable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or
any of its affiliates) and of which such securities shall be exercisable or exchangeable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to
the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise or exchange this Warrant pursuant to this Section 1(f) shall have any effect on the applicability of the provisions of this
Section 1(f) with respect to any subsequent determination of exercisability or exchangeability. For the purposes of this Section 1(f), beneficial ownership and all determinations and calculations (including, without
limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the 1934 Act (as defined in the Securities Purchase Agreement) and the rules and regulations promulgated thereunder. The
provisions of this Section 1(f) shall be implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this Section 1(f) (or any portion hereof) which may be defective
or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained
in this Section 1(f) shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this Section 1(f) and the Company may not waive this Section 1(f) without
the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within three Business Days confirm orally and in writing to the Holder the number of shares of
Common Stock then outstanding, including by virtue of any prior conversion or exercise or exchange of convertible or exercisable or exchangeable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities
issued pursuant to the Securities Purchase Agreement. 
 (g) Exercise/Exchange Cap. Notwithstanding any other provision
of this Warrant and in order to comply with the rules and regulations of the Principal Market, the Company shall not issue any shares of Common Stock upon exercise or exchange of this Warrant if the issuance of such shares of Common Stock would,
when added to the number of Common Shares (as defined in the Securities Purchase Agreement) issued pursuant to the Securities Purchase Agreement and prior Warrant exercises and Section 4 Exchanges, exceed in the aggregate 19.99% of the total
outstanding shares of Common Stock (which number of shares shall be adjusted as necessary upon the occurrence of any of the events that would cause an adjustment to the number of Warrant Shares issuable hereunder in order to comply with this
limitation) outstanding just prior to the Closing under the Securities Purchase Agreement (the “Exchange Cap”), except that such limitation shall not apply in the event that the Company obtains the approval of its
stockholders as required by the applicable rules of the Principal Market for issuances of shares of Common Stock in excess of such amount. In the event that the number of Warrant Shares required to 

  
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satisfy an exercise of this Warrant would exceed the Exchange Cap on a cumulative basis, then the remaining value of the Warrant Shares receivable upon exercise of the unexercised portion of the
Warrant after the Exchange Cap is reached shall be settled by the Company in either, at the Company’s option, cash or the issuance of a promissory note payable to the Buyer (an “Exchange Settlement Note”). Any such
Exchange Settlement Note, if issued, will represent an unsecured subordinated obligation payable in twelve (12) months with an annualized interest rate of ten percent (10%) payable upon maturity. 

(h) Insufficient Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of
shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that
may be acquirable upon exercise or exchange of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the Warrants remain outstanding the Company does not have a sufficient number of authorized and
unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise or exchange of the Warrants at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be
necessary to effect the exercise or exchange of all of the Warrants then outstanding (the “Required Reserve Amount”) and the failure to have the Required Reserve Amount (an “Authorized Share Failure”),
then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the Warrants then outstanding.
Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share
Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each shareholder with a proxy statement and
shall use its reasonable efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock. 
 (i) Activity Restrictions. For so long as Holder or any of its Affiliates holds any Warrants or any Warrant Shares, neither Holder nor any Affiliate will: (i) vote any shares of Common Stock
beneficially owned by it, solicit any proxies, or seek to advise or influence any Person with respect to any voting securities of the Company; (ii) engage or participate in any actions, plans or proposals which relate to or would result in
(a) acquiring additional securities of the Company, alone or together with any other Person, which would result in Buyer or its Affiliates beneficially owning (within the meaning of Section 13(d) under the 1934 Act) more than 9.9% of the
Common Stock, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Company or any of its Subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its
Subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change
in the present capitalization or dividend policy of the Company, (f) any other material change in the Company’s business or corporate structure, including but not limited to, if the Company is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940, (g) changes in the Company’s charter, bylaws or instruments 

  
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corresponding thereto or other actions which may impede the acquisition of control of the Company by any Person, (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, or (j) any action, intention, plan or arrangement similar to any of those enumerated above; or (iii) request the Company or its directors, officers, employees, agents or
representatives to amend or waive any provision of this Section 1(i). The restrictions contained in this Section 1(i) shall not limit Holder’s rights to enforce its rights or exercise its rights as to the Securities or
under this Warrant or the Transaction Documents. 
 2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and
number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2. 
 (a) Stock Dividends and Splits. Without limiting any provision of Section 3, if the Company, at any time on or after the date of the Securities Purchase Agreement, (i) pays a stock
dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding
shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) above shall become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) above shall become effective immediately after the effective date of such subdivision or combination. If any event
requiring an adjustment under this Section 2(a) occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event. 

(b) Number of Warrant Shares. Notwithstanding anything to the contrary contained herein, upon an Exchange as set forth in
Section 4, the number of Warrant Shares for which this Warrant is exercisable immediately following such Exchange shall be equal to (i) the number of Warrant Shares for which this Warrant was exercisable immediately prior to such
Exchange less (ii) the number of Warrant Shares under the portion of the Warrant exchanged in Exchange (e.g., if this Warrant is exercisable (without regard to limitations hereunder) for 100 shares immediately prior to an Exchange and 30% of
the Warrant is submitted for Exchange (i.e., the Warrant to acquire 30 Warrant Shares is submitted for Exchange), then this Warrant will be exercisable for 70 Warrant Shares immediately following the completion of such Exchange), and the number of
such Warrant Shares issuable hereunder shall automatically be adjusted, as necessary, to enable to the Company to comply with its obligations to issue the full Exchange Number under Section 4 upon any Exchange hereunder. 

  
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 (c) Calculations. All calculations under this
Section 2 shall be made by rounding to the nearest 1/10000th of cent and the nearest l/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such
shares shall be considered an issue or sale of Common Stock. 
 3. FUNDAMENTAL TRANSACTIONS. 

(a) Fundamental Transactions. If any liquidation, capital reorganization, reclassification of the capital stock of the Company,
consolidation or merger of the Company with another entity in which the Company is not the surviving corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another entity shall be effected
(any such transaction being hereinafter referred to as a “Fundamental Transaction”), then this Warrant shall be deemed to be exercised in full immediately upon the closing of such Fundamental Transaction (without the payment
of any consideration by the Holder) and the Holder shall thereafter have the right to receive in lieu of the Warrant Shares issuable upon such exercise of this Warrant, such shares of stock, securities or assets (including cash) as would have been
issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of this Warrant, had such reorganization, reclassification, consolidation, merger,
sale, transfer or other disposition not taken place. 
 (b) Black Scholes Value-FT. Notwithstanding the foregoing and the
provisions of Section 3(a), at the request of the Holder at any time prior to the closing of a Fundamental Transaction, the Company shall, at the time of closing of the Fundamental Transaction, purchase this Warrant from the Holder on
the date of the consummation of such Fundamental Transaction by paying to the Holder cash in an amount equal to the Black Scholes Value-FT. 

4. EXCHANGE RIGHTS. In addition to the rights of the Holder under Section 1, this Warrant shall be exchangeable by the Holder on a
cashless basis as further set forth below. 
 (a) Exchange Right. The Holder shall be entitled at any time and from time
to time from and after the date that is 30 days after the Issuance Date and prior to the Expiration Date, by written notice to the Company in the form of Exhibit B attached hereto (an “Exchange Notice”) to exchange (an
“Exchange”) all or any portion of this Warrant for cash (or delivery of an Exchange Settlement Note if permitted hereunder) or, if elected by the Company in compliance with Section 1(g), fully paid and
non-assessable shares of Common Stock, all as further set forth in this Section 4 (subject to compliance at all times with Section 4(e)). Subject to the foregoing, the Company may elect to settle all or part of an Exchange in
shares of Common Stock. If the Company does not elect to honor all of such Exchange in shares of Common Stock (or is not permitted to elect to honor such Exchange in shares of Common Stock due to Section 1(f), Section 1(g) or
Section 4(e)), then the Company shall pay to the Holder, within three Business Days after receipt of the applicable Exchange Notice, the Exchange Amount in cash in respect of such Exchange, minus the portion of the Exchange Amount the
Company elected to settle in shares of Common Stock. In the event that the number of Common Shares required to consummate the Exchange would exceed the Exchange Cap on a cumulative basis, then the remaining value of the Common Shares receivable upon
such Exchange after the Exchange Cap 

  
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is reached shall be settled by the Company in either, at the Company’s option, cash or the issuance of an Exchange Settlement Note. 

(b) Exchange Number. If the Company is permitted to honor an Exchange by issuing shares of Common Stock in respect thereof, then
the number of shares of Common Stock issuable in respect of such Exchange shall be determined by dividing (x) the Exchange Amount (as defined below) in respect of such Exchange by (y) the Exchange Price (as defined below) in respect of
such Exchange (such number of shares of Common Stock so issuable being the (“Exchange Number”). 
 (c)
Definitions. 
 (i) “Exchange Amount” means the Black-Scholes Exchange Value of the
portion of the Warrant being exchanged pursuant to Section 4(a), determined as of the applicable Exchange Date. 
 (ii) “Exchange Price” means the Closing Bid Price as of two Trading Days prior to the Exchange Date. 
 (d) Mechanics of Exchange. 
 (i) Optional Exchange.
To exchange any Exchange Amount on any date (an “Exchange Date”), the Holder shall transmit by facsimile (or otherwise deliver), for receipt on such date, a copy of an executed Exchange Notice. The Holder shall not be
required to deliver the original of this Warrant in order to effect an exchange hereunder. Execution and delivery of an Exchange Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of
this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exchange Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation
of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. 
 (ii)
Exchange for Shares of Common Stock. Subject to Section 4(e), if the Company is permitted to elect, and has elected, to pay the Exchange Amount in shares of Common Stock in respect of a specific Exchange Notice, which election
shall be made on or before the first Trading Day following the date on which the Company has received such Exchange Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exchange Notice, in the form
attached hereto as Exhibit C, to the Holder and the Transfer Agent and stating that such Exchange Notice shall be honored in shares of Common Stock. In such event, then on or before the third Trading Day following the date on which the
Company has received such Exchange Notice, the Exchange Number of shares of Common Stock shall be issued to Holder, or at Holder’s instruction, as if such shares of Common Stock were issuable upon an exercise under Section 1 hereof.

 (iii) Equity Condition Failure. Notwithstanding the above, if at the time on an Exchange Date, an
Equity Condition Failure is reasonably likely to occur or has occurred and is still then continuing, then the Company shall not be permitted to elect to honor 

  
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such Exchange in shares of Common Stock and shall instead honor such Exchange in cash or, in the event that the number of Common Shares then issuable to the Buyer would exceed the Exchange Cap on
a cumulative basis, then at the Company’s option the remaining value of the Common Shares issuable in the Exchange after the Exchange Cap is reached may be settled by the Company with the issuance of an Exchange Settlement Note instead of cash.

 (iv) Disputes. Dispute as to the determination of the Exchange Amount, the Exchange Price or the
arithmetic calculation of the number of Warrant Shares to be issued pursuant to the terms hereof, and shares subject to such dispute, shall be handled in the same manner as for disputes under Section 1(e) hereof. 

(e) Restrictions on Exchange for Shares of Common Stock. Notwithstanding any other term of this Warrant, if there is a legal or
regulatory impediment to the Company complying with its obligations under this Section 4 (including the requirement for the Company to Exchange the Warrant for shares of Common Stock upon receipt of an Exchange Notice), then the terms of
this Warrant will be deemed to exclude the right to Exchange the Warrant for shares of Common Stock under this Section 4 and the Company shall instead honor such Exchange in cash or, where the Exchange Cap comprises such legal or
regulatory impediment, at the Company’s option with the issuance of an Exchange Settlement Note instead of cash. 
 (f)
Restriction on Holder’s Exercise of Exchange Right. Notwithstanding any other term of this Warrant, the Holder shall not have the right to Exchange this Warrant (in whole or in part) under this Section 4 if the trading price on the
applicable Eligible Market is greater than the Exercise Price then in effect. 
 5. NON-CIRCUMVENTION. The Company hereby covenants and
agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization, transfer of assets,
consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith
carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common
Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and
non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of
Common Stock, solely for the purpose of effecting the exercise of the Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard to any
limitations on exercise). 
 6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. The Holder, solely in its capacity as a holder of this Warrant,
shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained 

  
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in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise,
prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to
purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. 
 7. REISSUANCE OF WARRANTS. 
 (a) Transfer of Warrant. If this
Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. 
 (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (as to which a
written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and,
in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then
underlying this Warrant. 
 (c)Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender
hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant,
and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall
be given. 
 (d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms
of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a
new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection
with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the
same rights and conditions as this Warrant. 

  
 11 









 8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided
herein, such notice shall be given in accordance with the notice provision of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant. Without limiting the
generality of the foregoing, the Company will give written notice to the Holder as soon as practicable upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation
of such adjustment(s). To the extent that any notice provided hereunder (whether under this Section 8 or otherwise) constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall
simultaneously file such notice with the SEC (as defined in the Securities Purchase Agreement) pursuant to a Current Report on Form 8-K. It is expressly understood and agreed that the time of execution specified by the Holder in each Exercise Notice
shall be definitive and may not be disputed or challenged by the Company. 
 9. AMENDMENT AND WAIVER. Except as otherwise provided
herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. 
 10. SEVERABILITY. If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would
otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining
provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the
provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in
good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). 

11. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York,
Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. 

  
 12 









 
Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the
Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY
DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
 12. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part
of, or affect the interpretation of, this Warrant. Terms used in this Warrant but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing Date (as defined in the Securities Purchase Agreement) in such
other Transaction Documents unless otherwise consented to in writing by the Holder. 
 13. DISPUTE RESOLUTION. In the case of a dispute
as to the determination of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the
Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two Business Days after receipt of the applicable notice giving rise to such dispute to
the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder or the Company (as the case may be) learned of the circumstances giving rise to such dispute. If the Holder and the
Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market value or the number
of Warrant Shares (as the case may be) within three Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two Business Days submit via
facsimile (a) the disputed arithmetic calculation of the Warrant Shares, the disputed determination of the Exercise Price, the Exchange Amount, the Exchange Price, the Closing Sale Price, the Closing Bid Price, the Bid Price or fair market
value (as the case may be) to an independent, reputable investment bank selected by the Holder or (b) if acceptable to the Holder, the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant.
The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten Business Days
from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable
error. 
 14. REMEDIES, CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall
be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the
right of the Holder to pursue actual and consequential damages for 

  
 13 









 
any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly
provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject
to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be
inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant may be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the
necessity of showing economic loss and without any bond or other security being required. Except where such information and documentation contains or would otherwise constitute material, non-public information, the Company shall provide all
information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with
Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder of such shares for any issuance tax or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf. 

15. TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company. 

16. CERTAIN DEFINITIONS. For purposes of this Warrant the following terms shall have the following meanings: 

(a) “Bid Price” means, for any security as of the particular time of determination, the bid price for such
security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange or trading market for such security, the bid price of such security on the principal
securities exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of the bid prices of all of the
market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) (the “Pink Sheets”) as of such time of determination. If the Bid Price cannot be calculated for a
security as of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and the Holder. If the Company
and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section l3. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during such period. 

  
 14 









 (b) “Black Scholes Exchange Value” means the value of an option for
the number of shares equal to the portion of the Warrant being exchanged at the applicable Exchange Date as set forth in the applicable Exchange Notice as such value is determined calculated using the Black Scholes Option Pricing Model obtained from
the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock as of the Issuance Date (adjusted upward to the same extent that the Exercise Price hereunder has been
adjusted upward pursuant to Section 2(a)), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the Warrant as of such Exchange Date, (iii) a strike price equal to the
Exercise Price in effect at the time of the applicable Exchange, (iv) an expected volatility equal to 135% and (v) a deemed remaining term of the Warrant of five years (regardless of the actual remaining term of the Warrant). 

(c) “Black Scholes Value-FT” means the value of the unexercised portion of this Warrant remaining on the date of
the Holder’s request pursuant to Section 3(b), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to
the greater of (1) the highest Closing Sale Price of the Common Stock during the period beginning on the Trading Day immediately preceding the earliest to occur of (x) the public disclosure of the applicable Fundamental Transaction,
(y) the consummation of the applicable Fundamental Transaction and (z) the date on which the Holder first became aware of the applicable Fundamental Transaction and ending on the Trading Day of the Holder’s request pursuant to
Section 3(b) and (2) the sum of the price per share being offered in cash in the applicable Fundamental Transaction (if any) plus the value of the non-cash consideration being offered in the applicable Fundamental Transaction (if
any), (ii) a strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 3(b), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant to Section 3(b) and (2) the remaining term of this Warrant as of the date of consummation of the applicable
Fundamental Transaction or as of the date of the Holder’s request pursuant to Section 3(b) if such request is prior to the date of the consummation of the applicable Fundamental Transaction and (iv) an expected volatility equal
to 135%. 
 (d) “Bloomberg” means Bloomberg, L.P. 

(e) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City
of New York are authorized or required by law to remain closed. 
 (f) “Closing Bid Price” and
“Closing Sale Price” means, for any security as of any date, the last closing bid price and the last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New
York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not 

  
 15 









 
apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg,
or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of all of the market makers for such security as reported in the Pink Sheets.
If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in
Section 13. All such determinations shall be appropriately adjusted in accordance with Section 2 for any stock dividend, stock split, stock combination or other similar transaction during such period. 

(g) “Common Stock” means (i) the Company’s shares of common stock, $0.02 par value per share, and
(ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock. 
 (h) “Convertible Securities” means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into,
exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock. 
 (i)
“Eligible Market” means the Principal Market, OTC Bulletin Board, the OTCQX or OTCQB tiers of the OTC Markets Group, Inc., the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, and the NYSE
MKT. 
 (j) “Equity Conditions” means: (i) the Company shall have complied in all material respects
with all applicable securities laws and regulations and all rules and regulations of the Eligible Markets in respect of the offer, sale and issuance of the Securities under the Transaction Documents, (ii) the Common Stock (including all shares
of Common Stock to be received by Holder) shall be listed or designated for quotation (as applicable) on an Eligible Market and no Trading Market Event (or event which with notice or passage of time would be a Trading Market Event) has occurred, nor
shall delisting or suspension by an Eligible Market be pending or threatened and still pending, (iii) the Company shall be in compliance in all material respects with all of its obligations under all of the Transaction Documents, (iv) no
public announcement of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated, (v) the Holder shall not be in possession of any material, non-public information
provided to it by the Company, any the Company’s Affiliates or any of their respective officers, employees, directors, representatives, agents or the like, (vi) (A) each of the Registration Statement and the Prospectus contained
therein (each as defined in the Securities Purchase Agreement) shall continue to be effective and fully available for use with respect to issuance of all of the Securities, including, without limitation, any issuance of Warrant Shares pursuant to a
cash exercise hereof, including without limitation a Mandatory Exercise under Section 17, (B) all Common Shares and Warrant Shares (including any Warrant Shares to be received upon exercise or exchange of this Warrant and including
any Warrant Shares to be issued in a cash exercise) shall be then (or upon such issuance (as the case may be)) freely tradeable by Holder without restriction of any kind or nature (and the Company shall have no


  
 16 









 
knowledge of any fact which would reasonably be expected to negate the foregoing in the foreseeable future), (C) no limitation shall be applicable with respect to the issuance of any Warrant
Shares hereunder (other than under Section 1(f)), and (D) the Company is fully reporting under the 1934 Act, and (vii) all Common Shares and all Warrant Shares required to be delivered shall have been properly and timely
delivered under the Securities Purchase Agreement and this Warrant, including without limitation, all Warrant Shares issuable under Section 4 hereof and all Common Shares and Warrant Shares have been, and will be, delivered via DWAC. For
purposes hereof a “Trading Market Event” shall mean if the Company or the Common Stock or any shares of Common Stock issued or issuable hereunder or under any other Transaction Document shall cease or fail to be listed for
trading or quoted on an Eligible Market or shall fall below any dollar threshold for listing or qualification or the Company shall then not be in compliance with any applicable listing or qualification standard (or will, with the passage of time, so
cease and fail). 
 (k) “Equity Conditions Failure” means that on any applicable date of determination,
any of the Equity Conditions have not been satisfied then. Except with respect to the events set forth in clauses (ii), (v), (vi), (vii) and (viii) in the definition of Equity Conditions, an Equity Conditions Failure shall not have
occurred if the event, fact or circumstance causing an Equity Condition not to be satisfied arises due to, or at the instruction of, the Holder (including, without limitation, any action taken by the Company in accordance with the Transaction
Documents). 
 (l) “Expiration Date” means the date that is the fifth anniversary of the Issuance Date
or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday. 

(m) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities. 
 (n) “Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof. 
 (o) “Principal Market” means the Nasdaq Capital Market. 

(p) “Trading Day” means, as applicable, (x) with respect to all price determinations relating to the Common
Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading
during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such
day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor
thereto) is open for trading of securities. 

  
 17 









 (q) “Voting Stock” of a Person means capital stock of such Person of
the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or not at
the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency). 
 (r) “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the
principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such
security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours,
the average of the three highest closing bid prices and the three lowest closing ask prices of all of the market makers for such security as reported in the Pink Sheets. If VWAP cannot be calculated for such security on such date on any of the
foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such
dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

 17. MANDATORY EXERCISE. If at any time after the date of issuance of this Warrant, for twenty (20) consecutive Trading Days the
Closing Bid Price of the Common Stock for each Trading Day during such period is at a price greater than or equal to twenty-five percent (25%) above the Exercise Price as in effect at the end of such Trading Day, and the average daily dollar
volume during such twenty (20) consecutive Trading Days is equal to or exceeds $300,000 (such period being the “Trigger Period”), then (provided no Equity Conditions Failure shall have occurred and is continuing through
the end of such period), the Company shall have the right to require the Holder to exercise for cash all, but not less than all, of this Warrant for all of the then-remaining Warrant Shares as further set forth below. The Company may exercise its
right to require exercise under this Section 17 (the “Mandatory Exercise Right”) (to the extent permitted hereby) by delivering, within 10 Trading Days following the end of the Trigger Period, a written notice
thereof by facsimile and overnight courier to the Holder (the “Mandatory Exercise Notice” and the date such notice by facsimile is deemed to be delivered in accordance with Section 8 is referred to as the
“Mandatory Exercise Notice Date”). The Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice shall (1) state the Trading Day selected for the Mandatory Exercise in accordance with this
Section 17, which Trading Day shall be at least five Trading Days but not more than 15 Trading Days following the Mandatory Exercise Notice Date (the “Mandatory Exercise Date”), (2) state the number of
shares of Common Stock to be issued to the Holder on the Mandatory Exercise Date and (3) contain a certification from the Chief Executive Officer of the Company that there has been no Equity Conditions Failure as of the Mandatory Exercise
Notice Date. Any portion of this Warrant exercised by the Holder after the Mandatory Exercise Notice Date shall reduce the number of 

  
 18 









 
Warrant Shares for which this Warrant is required to be exercised on the Mandatory Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics of exercise set forth in
Section 1 shall apply, to the extent applicable, as if the Company had received from the Holder on the Mandatory Exercise Date an Exercise Notice with respect to all of the then-remaining Warrant Shares (or the Permitted Exercise Amount
(as defined below) of Warrant Shares, as applicable). Notwithstanding anything contained in this Section 17 to the contrary (but subject to the last sentence of this Section 17), if (I) the Closing Bid Price of the
Common Stock on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day immediately preceding the Mandatory Exercise Date is less than the Exercise Price then in effect at the end of trading
on such day; (II) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the applicable Eligible Market on any Trading Day during the period commencing on the Mandatory Exercise Notice Date and ending on the Trading Day
immediately preceding the Mandatory Exercise Date is less than $300,000; or (III) an Equity Conditions Failure occurs on any day since the occurrence of the Trigger Period and is continuing on the Mandatory Exercise Date, then the Mandatory Exercise
Notice delivered to the Holder shall be null and void ab initio and the Mandatory Exercise shall not occur and the Mandatory Exercise Right shall not be available to the Company unless and until the conditions precedent to such Mandatory Exercise
Right are again satisfied. If the Company elects to cause a mandatory exercise of this Warrant pursuant to this Section 17, then it must simultaneously take the same action with respect to all of the other Warrants, if any, held by any
person other than Holder. Notwithstanding anything contained in this Section 17 to the contrary, an effort by the Company to exercise its right under this Section 17 shall be stayed to the extent the Holder delivers a written
notice to the Company stating that such exercise would result in a violation of Section 1(f) (a “Blocker Notice”), which Blocker Notice may be delivered at any time prior to the Mandatory Exercise Date, in which
case the Company shall have the right to require the Holder to exercise this Warrant for such number of Warrant Shares that may be exercise hereunder without violating Section 1(f) (the “Permitted Exercise
Amount”) and from time to time thereafter the Holder shall exercise this Warrant (so long as no Equity Conditions Failure has occurred from and after the Mandatory Exercise Notice Date) in such amounts and from time to time until fully
exercised, subject to ongoing compliance with Section 1(f) and subject to Holder’s rights hereunder and the other terms and conditions hereof following the Mandatory Exercise Date. 

[signature page follows] 

  
 19 









 The Company has caused this Warrant to Purchase Common Stock to be duly executed as of the
Issuance Date set out above. 
  

			
	QUANTUM FUEL SYSTEMS TECHNOLOGIES     WORLDWIDE,
INC.
		
	By:	 	 /s/ Bradley J. Timon

		 	Name: Bradley J. Timon
		 	Title: Chief Financial Officer



  
 Signature
Page to Warrant 








 EXHIBIT A 
 EXERCISE NOTICE 
 TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS 
 WARRANT TO PURCHASE COMMON STOCK 
 QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. 
 The undersigned holder
hereby exercises the right to purchase                     of the shares of Common Stock (“Warrant Shares”) of Quantum
Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”) evidenced by Warrant to Purchase Common Stock No.             (the
“Warrant”), Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant, 
 1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as: 
             a “Cash Exercise” with respect to
            Warrant Shares; and/or 

            a “Cashless Exercise” with respect to
            Warrant Shares. 
 In the event that the Holder
has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that this Exercise Notice was executed by the Holder at
            [a.m.][p.m.] on the date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was
$            . 
 2. Payment of Exercise Price. In the
event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall pay the Aggregate Exercise Price in the sum of $            to
the Company in accordance with the terms of the Warrant. 
 3. Delivery of Warrant Shares and Net Number of Shares of Common
Stock. The Company shall deliver to Holder, or its designee or agent as specified below,             shares of Common Stock in respect of the exercise contemplated hereby. Delivery
shall be made to Holder, or for its benefit, to the following address: 
  

							
		 		  	  
	  	
		 		  	  
	  	
		 		  	  
	  	
		 		  	  
	  	
		 		  		  	
	Date:                  ,
                 	 		  		  	
	  
	 		  		  	
	Name of Registered Holder	 		  		  	









			
	By:	 	  

		 	Name:
		 	Title:

 Account
Number:                                        
                                         
                                         
                                         
      
 (if electronic book entry transfer) 
 Transaction Code
Number:                                        
                                         
                                         
                               
 (if electronic book entry transfer) 







 EXHIBIT B 
 EXCHANGE NOTICE 
 TO BE EXECUTED BY THE REGISTERED HOLDER TO EXCHANGE
THIS 
 WARRANT TO PURCHASE COMMON STOCK 
 QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. 
 The undersigned holder
hereby exercises the right to exchange the Warrant to Purchase Common Stock No.             (the “Warrant”) of Quantum Fuel Systems Technologies Worldwide, Inc., a
Delaware corporation (the “Company”) as described. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant. 
 Date of Exchange:              
  

	1.	The total number of shares with respect to which this Warrant is being exchanged:             


  

	2.	Black Scholes Exchange Value (as defined in Section 16) for an option to purchase
            [SAME # AS FROM 1 ABOVE] shares of Common Stock: $            . 


Resulting Exchange Amount: $            [insert from item 2 above] 

 

	3.	Exchange Price: Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the date of Exchange (as such Closing Bid Price is defined in
Section 17 herein): $            . 

 Resulting
Exchange Number [Exchange Amount/Exchange Price as set forth in 3 above] (if issuer is permitted to elect to issue shares of Common Stock):             shares of Common Stock

 Account for Wire
Transfer:                                       
                                         
                                         
                                        

Account for Share issuance (if Company is permitted to elect and so
elects):                                       
                                         
     

                         
                                         
                                         
                                         
                                         
                                         
                            
 Date:                  ,             

  

			
	  

	Name of Registered Holder
		 	
	By:	 	  

		 	Name:
		 	Title:








 EXHIBIT C 
 ACKNOWLEDGMENT 
 The Company hereby acknowledges the receipt of the
[Exercise Notice and Aggregate Exercise Price][Exchange Notice) and hereby directs             to issue the above indicated number of shares of Common Stock in accordance with the
Transfer Agent Instructions dated             20    , from the Company and acknowledged and agreed to by
            . 
  

			
		 	QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
	By:	 	  

		 	Name:                            
                                       
               
		 	Title: