Form of Compensation Warrant



 Exhibit 4.1 
 FORM OF WARRANT 
 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES
THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF
ONE YEAR IMMEDIATELY FOLLOWING THE CLOSING DATE (DEFINED BELOW) OF THE PUBLIC OFFERING TO ANYONE OTHER THAN A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP. IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1). 

COMMON STOCK PURCHASE WARRANT 
 For the Purchase of Shares of Common Stock 
 of 

Superconductor Technologies Inc. 

1. Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of
                    (“Holder”), as registered owner of this Purchase Warrant, to Superconductor Technologies Inc., a Delaware
corporation (the “Company”), Holder is entitled, at any time or from time to time from December     , 2013, the date that is one year (the “Exercise Date”) immediately following the closing date
of sales of the public offering (the “Closing Date”) (provided that in no event will the Warrant be exercisable prior to 180 days after the effectiveness or commencement of sales of the public offering, the “Commencement
Date”), and at or before 5:00 p.m., Eastern time, on December     , 2016, the date that is four years from the Closing Date (the “Expiration Date”), but not thereafter, to subscribe for, purchase
and receive, in whole or in part, up to                 shares of Common Stock of the Company, par value $0.001 per share (the “Shares”), subject to
adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in
accordance with the terms herein. This Purchase Warrant is initially exercisable at $0.40 per Share (125% of the price of the Shares sold in the public offering); provided, however, that upon the occurrence of any of the events
specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise price, depending on the context. 
 2. Exercise.

 2.1 Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly
executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the
Company or by check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire. 

  
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 2.2 Legend. Each certificate for the securities purchased under this Purchase
Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”): 
 “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither the securities nor
any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the
opinion of counsel to the Company, is available.” 
 3. Transfer. 

3.1 General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that
such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one year following the Closing Date to anyone other than: a bona fide officer or partner of Aegis, in each case in accordance with
FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of
this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after that date that is one year after the Closing Date, transfers to others may be made subject to compliance with or exemptions from
applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed, together with the Purchase Warrant and payment of all transfer taxes, if
any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the
appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 

3.2 Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and
until: (i) the Company has received the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is
established to the reasonable satisfaction of the Company, or (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities has been filed by the Company and declared
effective by the U.S. Securities and Exchange Commission (the “Commission”) and compliance with applicable state securities law has been established. 
 4. Registration Rights. 
 4.1 “Piggy-Back”
Registration. 
 4.1.1. Grant of Right. The Company shall include the Shares (registered for re-sale on a
secondary basis) in the next registration statement it files for a primary underwritten offering for which Aegis Capital Corp. serves as an underwriter; provided that such registration right shall expire on the fifth anniversary of the Commencement
Date. 
 4.1.2. Terms. The Company shall bear all fees and expenses attendant to registering the Shares pursuant to
Section 4.2.1 hereof. 
 4.2 General Terms. 

4.2.1. Indemnification. The Company shall indemnify the Holder(s) of the Shares to be sold pursuant to any registration
statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss,
claim, damage, expense or liability (including all reasonable 

  
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attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Placement Agent contained in Section 6(a) of
the Placement Agent Agreement between the Placement Agent and the Company, dated as of December 13, 2012. The Holder(s) of the Shares to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not
jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to
which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns, in writing, for specific inclusion in such registration statement.

 4.2.2. Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring
the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof. 
 5. New Purchase Warrants to be Issued. 
 5.1 Partial Exercise
or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant
for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder
without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised
or assigned. 
 5.2 Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed
and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company. 
 6. Adjustments. 
 6.1 Adjustments to Exercise Price and Number
of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth: 
 6.1.1 Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable
in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise Price shall be
proportionately decreased. 
 6.1.2 Aggregation of Shares. If, after the date hereof, and subject to the provisions
of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be
decreased in proportion to such decrease in outstanding shares and the Exercise Price shall be proportionately increased. 

  
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 6.1.3 Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or
consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization
of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this
Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event,
the kind and amount of shares of stock or other securities or property (including cash) (“Consideration”) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution
following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by
Section 6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 5.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share
reconstructions or amalgamations, or consolidations, sales or other transfers. Notwithstanding the foregoing, in any case covered by this Section 6.1.3 in which the Consideration is solely cash and/or securities registered under the Act on Form
S-4 or other appropriate SEC form and which securities are listed for trading on any national securities exchange, then the unexercised portion of this Purchase Warrant will (unless it has already expired) be deemed automatically exercised in full
(and this Purchase Warrant shall be terminated) in connection with the transaction giving rise to the payment of the Consideration, the resulting Shares shall receive (and be converted into) the applicable per Share Consideration, and the applicable
Exercise Price shall be netted against such Consideration in the manner provided for in the applicable transaction agreements. 

6.1.4 Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant
to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder
of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the computation thereof. 

6.2 Substitute Purchase Warrant. Except when the last sentence of Section 6.1.3 applies, in case of any consolidation of
the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding
Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be
outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale
or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section 6 shall similarly apply to successive
consolidations or share reconstructions or amalgamations. 
 6.3 Elimination of Fractional Interests. The Company
shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be 

  
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required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down,
as the case may be, to the nearest whole number of Shares or other securities, properties or rights. 
 7. Reservation and Listing.
The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise
shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding, the Company shall use its commercially reasonable efforts to cause all
Shares issuable upon exercise of the Purchase Warrants to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTC Bulletin Board or any successor trading market) on which the Shares
issued to the public in the Offering may then be listed and/or quoted. 
 8. Certain Notice Requirements. 

8.1 Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote
or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and
their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of
closing the transfer books (the “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each
notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders. 
 8.2 Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a
record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or
exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share
reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. 

8.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being
true and accurate by the Company’s Chief Financial Officer. 
 8.4 Transmittal of Notices. All notices,
requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made (1) when hand delivered, (2) when mailed by express mail or private courier service or (3) when the
event requiring 

  
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notice is disclosed in all material respects and filed in a current report on Form 8-K or in a definitive proxy statement on Schedule 14A prior to the Notice Date: (i) if to the registered
Holder of the Purchase Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to following address or to such other address as the Company may designate by notice to the Holders: 

If to the Holder: 
 Aegis Capital Corp. 
 810 Seventh Avenue, 11th Floor 

New York, New York 10019 
 Attn: Mr. David Bocchi, Managing Director of Investment Banking 
 Fax No.:
(212) 813-1047 
 With a copy (which shall not constitute notice) to: 

Blank Rome LLP 

405 Lexington Avenue 
 New York, NY 10174 
 Attn: Brad L. Shiffman, Esq. 

Fax No.: (917) 332-3725 
 If to the Company: 
 Superconductor Technologies Inc. 

9101 Wall Street 

Austin, Texas 78754 Attention: Jeffrey A. Quiram, CEO 
 Fax No.: (805) 967-0342 
 With a copy (which shall not constitute notice) to:

 Mannatt, Phelps & Phillips, LLP 
 11355 West Olympic Boulevard 
 Los Angeles, California, 90064 

Attention: Ben Orlanski, Esq. and Matthew O’Loughlin, Esq. 

Fax No.: (310) 312-4224 

9. Miscellaneous. 

9.1 Amendments. The Company and Aegis may from time to time supplement or amend this Purchase Warrant without the approval of
any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions
arising hereunder that the Company and Aegis may deem necessary or desirable and that the Company and Aegis deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and
be signed by the party against whom enforcement of the modification or amendment is sought. 
 9.2 Headings. The
headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant. 

  
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 9.3. Entire Agreement. This Purchase Warrant (together with the other agreements
and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the
parties, oral and written, with respect to the subject matter hereof. 
 9.4 Binding Effect. This Purchase Warrant
shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or
equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained. 
 9.5 Governing Law; Submission to Jurisdiction. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect
to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of
New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the
address set forth in Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such
action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. 

9.6 Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase
Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every
provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against
whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 

9.7 Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each
of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission. 
 9.8 Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase
Warrant by Holder, if the Company and Aegis enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder
shall agree to such exchange and become a party to the Exchange Agreement. 
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 IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly
authorized officer as of the      day of December, 2012. 
  

			
	Superconductor Technologies Inc.
		
	By:	 	  

	Name:	 	William J. Buchanan
	Title:	 	Chief Financial Officer

 Agreed to and accepted by: 
  

			
	 Aegis Capital Corp.

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


  
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 Form to be used to exercise Purchase Warrant: 

Date:             ,
20             
 The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for                 Shares of Superconductor Technologies Inc., a Delaware corporation (the “Company”) and hereby
makes payment of $         (at the rate of $         per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase
Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised. 

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below
and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted. 
 Signature 
 Signature Guaranteed 

INSTRUCTIONS FOR REGISTRATION OF SECURITIES 

Name: 
 (Print in Block Letters) 

Address: 
 NOTICE: The
signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or
by a firm having membership on a registered national securities exchange. 







 [Form to be used to assign Purchase Warrant:] 
 ASSIGNMENT 
 (To be executed by the registered Holder to effect a transfer of the within Purchase
Warrant): 
 FOR VALUE RECEIVED,
                     does hereby sell, assign and transfer unto the right to purchase shares of Superconductor Technologies Inc., a Delaware
corporation (the “Company”) evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company. 
 Dated:             , 20     
 Signature 
 Signature Guaranteed 

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without
alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.