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  Exhibit 10.23    
    


 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON

TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT  



			
	Date of Issuance: February 8, 2008	 	Number of Shares: 45,000

(subject to adjustment)
	 	 	 
	Original Issue Date (as defined in subsection 2(a)): February 8, 2008	 	 





 
 

A123 SYSTEMS, INC.    
    
    COMMON STOCK PURCHASE WARRANT    
    
    (Void after February 8, 2013)    



        A123
Systems, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Skadden, Arps, Slate, Meagher &
Flom LLP, or its registered assigns (the "Registered Holder"), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time
on or after the date of issuance and on or before 5:00 p.m. (Boston time) on February 8, 2013, 45,000 shares of Common Stock, $0.001 par value per share, of the Company ("Common Stock"),
at a purchase price of $8.15 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this
Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. 


        1.    Exercise.    



        (a)    Exercise for Cash.    The Registered Holder may, at its option, elect to exercise this Warrant, in whole or in
part and at any time or from time to time, by surrendering this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or
on behalf of the Registered Holder, at the principal office of the Company, or at such other office or agency as the Company may designate, accompanied by payment in full, in lawful money of the
United States, of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. 


        (b)    Cashless Exercise.    



        (i)    The
Registered Holder may, at its option, elect to exercise this Warrant, in whole or in part and at any time or from time to time, on a cashless basis, by surrendering
this Warrant, with the purchase form appended hereto as Exhibit I duly executed by or on behalf of the Registered Holder, at the principal office of the Company, or at such other office or
agency as the Company may designate, by canceling a portion of this Warrant in payment of the Purchase Price payable in respect of the number of Warrant Shares purchased upon such exercise. In the
event of an exercise pursuant to this subsection 1(b), the number of Warrant 









 


Shares
issued to the Registered Holder shall be determined according to the following formula: 




				
	 	X = Y(A-B)

A    	 	 
	

 	



Where: X =	

 	



the number of Warrant Shares that shall be issued to the Registered Holder;
	
 	

Y =	
 	

the number of Warrant Shares for which this Warrant is being exercised (which shall include both the number of Warrant Shares issued to the Registered Holder and the number of Warrant Shares subject to the portion of the Warrant being cancelled in
payment of the Purchase Price);
	
 	

A =	
 	

the Fair Market Value (as defined below) of one share of Common Stock; and
	
 	

B =	
 	

the Purchase Price then in effect.







        (ii)   The
Fair Market Value per share of Common Stock shall be determined as follows: 



        (1)   If
the Common Stock is listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date, the
Fair Market Value per share of Common Stock shall be deemed to be the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately preceding the
Exercise Date (provided that if no such price is reported on such day, the Fair Market Value per share of Common Stock shall be determined pursuant to
clause (2)). 


        (2)   If
the Common Stock is not listed on a national securities exchange, the Nasdaq National Market or another nationally recognized trading system as of the Exercise Date,
the Fair Market Value per share of Common Stock shall be deemed to be the amount most recently determined by the Board of Directors of the Company (the "Board") to represent the fair market value per
share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of
the Company); and, upon request of the Registered Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 business days after
such request, notify the Registered Holder of the Fair Market Value per share of Common Stock and furnish the Registered Holder with reasonable documentation of the Board's determination of such Fair
Market Value. Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the Exercise Date, then (A) the Board shall make, and shall
provide or cause to be provided to the Registered Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 20 business days of a request by the Registered Holder
that it do so, and (B) the exercise of this Warrant pursuant to this subsection l(b) shall be delayed until such determination is made and notice thereof is provided to the Registered
Holder. 





        (c)    Exercise Date.    Each exercise of this Warrant shall be deemed to have been effected immediately prior to the
close of business on the day on which this Warrant shall have been surrendered to the Company as provided in subsection 1(a) or 1(b) above (the "Exercise Date"). At such time, the person or
persons in whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in subsection 1(d) below shall be deemed to have become the holder or holders
of record of the Warrant Shares represented by such certificates. 



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        (d)    Issuance of Certificates.    As soon as practicable after the exercise of this Warrant in whole or in part, and
in any event within 10 business days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Registered Holder, or as the Registered Holder (upon payment
by the Registered Holder of any applicable transfer taxes) may direct: 



        (i)    a
certificate or certificates for the number of full Warrant Shares to which the Registered Holder shall be entitled upon such exercise plus, in lieu of any fractional
share to which the Registered Holder would otherwise be entitled, cash in an amount determined pursuant to Section 3 hereof; and 


        (ii)   in
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the
number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of Warrant Shares for which this
Warrant was so exercised (which, in the case of an exercise pursuant to subsection 1(b), shall include both the number of Warrant Shares issued to the Registered Holder pursuant to such partial
exercise and the number of Warrant Shares subject to the portion of the Warrant being cancelled in payment of the Purchase Price). 





        2.    Adjustments.    



        (a)    Adjustment for Stock Splits and Combinations.    If the Company shall at any time or from time to time after
the date on which this Warrant was first issued (or, if this Warrant was issued upon partial exercise of, or in replacement of, another warrant of like tenor, then the date on which such original
warrant was first issued) (either such date being referred to as the "Original Issue Date") effect a subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before
that subdivision shall be proportionately decreased. If the Company shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Purchase
Price then in effect immediately before the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective. 


        (b)    Adjustment for Certain Dividends and Distributions.    In the event the Company at any time, or from time to
time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such
a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: 



        (1)   the
numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business
on such record date, and 


        (2)   the
denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; 




PROVIDED, HOWEVER, that if such record date shall have been fixed and such dividend is not fully paid or
if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price
shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions. 



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        (c)    Adjustment in Number of Warrant Shares.    When any adjustment is required to be made in the Purchase Price
pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal
to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by
(ii) the Purchase Price in effect immediately after such adjustment. 



        (d)    Adjustments for Other Dividends and Distributions.    In the event the Company at any time or from time to time
after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of
the Company (other than shares of Common Stock) or in cash or other property (other than regular cash dividends paid out of earnings or earned surplus, determined in accordance with generally accepted
accounting principles), then and in each such event provision shall be made so that the Registered Holder shall receive upon exercise hereof, in addition to the number of shares of Common Stock
issuable hereunder, the kind and amount of securities of the Company, cash or other property which the Registered Holder would have been entitled to receive had this Warrant been exercised on the date
of such event and had the Registered Holder thereafter, during the period from the date of such event to and including the Exercise Date, retained any such securities receivable during such period,
giving application to all adjustments called for during such period under this Section 2 with respect to the rights of the Registered Holder. 


        (e)    Adjustment for Reorganization.    If there shall occur any reorganization, recapitalization, reclassification,
consolidation or merger involving the Company in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by
subsections 2(a), 2(b) or 2(d)) (collectively, a "Reorganization"), then, following such Reorganization, the Registered Holder shall receive upon exercise hereof the kind and amount of
securities, cash or other property which the Registered Holder would have been entitled to receive pursuant to such Reorganization if such exercise had taken place immediately prior to such
Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder, to the end that the provisions set forth in this Section 2 (including provisions with respect to changes in and other adjustments of the Purchase
Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities, cash or other property thereafter deliverable upon the exercise of this Warrant. 



        (f)    Certificate as to Adjustments.    Upon the occurrence of each adjustment or readjustment of the Purchase Price
pursuant to this Section 2, the Company at its expense shall, as promptly as reasonably practicable but in any event not later than 10 business days thereafter, compute such adjustment or
readjustment in accordance with the terms hereof and furnish to the Registered Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or
other property for which this Warrant shall be exercisable and the Purchase Price) and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, as promptly
as reasonably practicable after the written request at any time of the Registered Holder (but in any event not later than 10 business days thereafter), furnish or cause to be furnished to the
Registered Holder a certificate setting forth (i) the Purchase Price then in effect and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or
property which then would be received upon the exercise of this Warrant. 




        3.    Fractional Shares.    The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall pay the value thereof to the Registered Holder in cash on the basis of the Fair Market Value per share of Common Stock, as determined pursuant to
subsection 1(b)(ii) above. 


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        4.    Investment Representations.    The initial Registered Holder represents and warrants to the Company as follows: 



        (a)    Investment.    It is acquiring the Warrant, and (if and when it exercises this Warrant) it will acquire the
Warrant Shares, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same;
and the
Registered Holder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof. 


        (b)    Accredited Investor.    The Registered Holder is an "accredited investor" as defined in Rule 501(a)
under the Securities Act of 1933, as amended (the "Act"). 


        (c)    Experience.    The Registered Holder has made such inquiry concerning the Company and its business and
personnel as it has deemed appropriate; and the Registered Holder has sufficient knowledge and experience in finance and business that it is capable of evaluating the risks and merits of its
investment in the Company. 




        5.    Transfers, etc.    



        (a)    Restrictions On Transfer.    



        (i)    This
Warrant may not be assigned or delegated in any manner by the Registered Holder or any assignee thereof without the prior written consent of the Company; provided
however, that this Warrant may be assigned to an Affiliate of the Registered Holder without the prior written consent of the Company. For purposes hereof, "Affiliate" shall mean (a) any
individual, company or other entity that directly or through one or more intermediaries controls, is controlled by or is under common control by the Registered Holder or (b) any individual,
company or other entity who is a general partner, member, managing director, manager, officer, director or principal of the Registered Holder or any company that, directly or indirectly, owns or
controls the Registered Holder. As used in this paragraph, the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of an individual, company or other entity, whether through ownership of voting securities, by contract or otherwise. 


        (ii)   The
Registered Holder shall not transfer any Warrant Shares, or any interest therein, to any person or entity that is a competitor of the Company, as determined by the
Board of Directors of the Company in its reasonable discretion, unless such transfer is made in connection with the sale of all or substantially all of the capital stock, assets or business of the
Company, by merger, consolidation, sale of assets or otherwise. 


        (iii)  This
Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Act, or (ii) the
Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements
of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly owned subsidiary of
such entity, a transfer by a Registered Holder which is a partnership to a
partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company
to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in
each case agrees in writing to be subject to the terms of this Section 5, or (ii) a transfer made in accordance with Rule 144 under the Act. 




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        (b)    Right of First Refusal.    



        (i)    If
the Registered Holder proposes to sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively, "transfer") any
Warrant Shares, then the Registered Holder shall first give written notice of the proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice shall name the proposed transferee and
state the number of such Warrant Shares the Registered Holder proposes to transfer (the "Offered Shares"), the price per share and all other material terms and conditions of the transfer. For
30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all (but not less than all) of the Offered Shares at the price and upon the terms set forth
in the Transfer Notice. In the event the Company elects to purchase all of the Offered Shares (the Offered Shares to be purchased by the Company hereunder are referred to as the "Purchased Shares"),
it shall give written notice of such election to the Registered Holder within such 30-day period. Within 10 days after his receipt of such notice, the Registered Holder shall tender
to the Company at its principal offices the certificate or certificates representing the Purchased Shares, duly endorsed in blank by the Registered Holder or with duly endorsed stock powers attached
thereto, all in a form suitable for transfer of the Purchased Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Registered
Holder a check in payment of the purchase price for the Purchased Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may
pay for the Purchased Shares on the same terms and conditions as were set forth in the Transfer Notice. 


        (ii)   If
the Company does not elect to acquire all of the Offered Shares, the Registered Holder may, within the 30-day period following the expiration of the
option granted to the Company under paragraph (i) above, transfer the Offered Shares to the proposed transferee, provided that such transfer shall not be on terms and conditions more favorable
to the transferee than those contained in the Transfer Notice. Notwithstanding any of the above, all Offered Shares transferred to a third party pursuant to this Section 5(b) shall remain
subject to the right of first refusal and transfer restrictions set forth in this Section 5(b) and such transferee shall, as a condition to such transfer, deliver to the Company a written
instrument confirming that such transferee shall be bound by all of the terms and conditions of this Section 5(b). 


        (iii)  After
the time at which the Purchased Shares are required to be delivered to the Company for transfer to the Company pursuant to paragraph (i) above, the
Company shall not pay any dividend to the Registered Holder on account of such Purchased Shares or permit the Registered Holder to exercise any of the privileges or rights of a stockholder with
respect to such Purchased Shares, but shall, in so far as permitted by law, treat the Company as the owner of such Purchased Shares. 


        (iv)  This
Section 5(b) shall not apply to (i) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of
1933, as amended (the "Securities Act"); (ii) the sale of all or substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation) or
(iii) any transfers to Affiliates. This Section 5(b) shall terminate upon the earlier of (i) the closing of the sale of shares of Common Stock in an underwritten public offering
pursuant to an effective registration statement filed by the Company under the Securities Act or (ii) an acquisition of the Company. 




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        (c)    Legends, etc.    



        (i)    Each
certificate representing Warrant Shares shall bear legends substantially in the following form: 




"The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated
unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required. 



The
shares represented by this certificate are subject to a right of first refusal in favor of the Company, as provided in a certain subscription agreement with the Company." 





        (ii)   The
foregoing legends shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible
for resale pursuant to Rule 144(k) under the Act. The second legend above shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such
time as the Company's right of first refusal terminates pursuant to paragraph (iv) of Section 5(b). 



        (iii)  The
Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on
the warrant register by written notice to the Company requesting such change. 


        (iv)  The
Company shall not be required (i) to transfer on its books the Warrant or any of the Warrant Shares which shall have been sold or transferred in violation of
any of the provisions set forth in this Section 5, or (ii) to treat as owner of such Warrant or Warrant Shares or to pay dividends to any transferee to whom any such Warrant or Warrant
Shares shall have been so sold or transferred. 


        (v)   Subject
to the provisions of Section 5 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a
properly executed assignment (in the form of Exhibit II hereto) at the principal office of the Company (or, if another office or agency has been
designated by the Company for such purpose, then at such other office or agency). 





        6.    No Impairment.    The Company will not, by amendment of its charter or through any reorganization, transfer of
assets, consolidation, merger, 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, but
will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Registered
Holder against impairment. 


        7.    Notices of Record Date, etc.    In the event: 



        (a)   the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the
purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or
to receive any other right; or 


        (b)   of
any capital reorganization of the Company, any reclassification of the Common Stock of the Company, any consolidation or merger of the Company with or into another
corporation 



7







 




(other
than a consolidation or merger in which the Company is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all
or substantially all of the assets of the Company; or 


        (c)   of
the voluntary or involuntary dissolution, liquidation or winding-up of the Company, 




then,
and in each such case, the Company will send or cause to be sent to the Registered Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or
right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon
such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be sent at least 10 business days prior to the record date
or effective date for the event specified in such notice. 


        8.    Reservation of Stock.    The Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of this Warrant. 


        9.    Exchange or Replacement of Warrants.    



        (a)   Upon
the surrender by the Registered Holder, properly endorsed, to the Company at the principal office of the Company, the Company will, subject to the provisions of
Section 5 hereof, issue and deliver to or upon the order of the Registered Holder, at the Company's expense, a new Warrant or Warrants of like tenor, in the name of the Registered Holder or as
the Registered Holder (upon payment by the Registered Holder of any applicable transfer taxes) may direct, calling in the aggregate on the face or faces thereof for the number of shares of Common
Stock (or other securities, cash and/or property) then issuable upon exercise of this Warrant. 


        (b)   Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor. 




        10.    Agreement in Connection with Public Offering.    The Registered Holder agrees, in connection with the initial
underwritten public offering of the Company's securities pursuant to a registration statement under the Act, (i) not to sell, make short sale of, loan, grant any options for the purchase of, or
otherwise dispose of any shares of Common Stock held by the Registered Holder (other than any shares included in the offering) without the prior written consent of the Company or the underwriters
managing such initial underwritten public offering of the Company's securities for a period of 180 days from the effective date of such registration statement, and (ii) to execute any
agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. 


        11.    Notices.    All notices and other communications from the Company to the Registered Holder in connection
herewith shall be mailed by certified or registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the address last
furnished to the Company in writing by the Registered Holder. All notices and other communications from the Registered Holder to the Company in connection herewith shall be mailed by certified or
registered mail, postage prepaid, or sent via a reputable nationwide overnight courier service guaranteeing next business day delivery, to the Company at its principal office set forth below. 


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If
the Company should at any time change the location of its principal office to a place other than as set forth below, it shall give prompt written notice to the Registered Holder and thereafter all
references in this Warrant to the location of its principal office at the particular time shall be as so specified in such notice. All such notices and communications shall be deemed delivered
(i) two business days after being sent by certified or registered mail, return receipt requested, postage prepaid, or (ii) one business day after being sent via a reputable nationwide
overnight courier service guaranteeing next business day delivery. 


        12.    No Rights as Stockholder.    Until the exercise of this Warrant, the Registered Holder shall not have or
exercise any rights by virtue hereof as a stockholder of the Company. Notwithstanding the foregoing, in the event (i) the Company effects a split of the Common Stock by means of a stock
dividend and the Purchase Price of and the number of Warrant Shares are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), and
(ii) the Registered Holder exercises this Warrant between the record date and the distribution date for such stock dividend, the Registered Holder shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such exercise, notwithstanding the fact that such shares were not outstanding as of the close of business
on the record date for such stock dividend. 


        13.    Amendment or Waiver.    Any term of this Warrant may be amended or waived only by an instrument in writing
signed by the party against which enforcement of the change or waiver is sought. No waivers of any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or provision. 


        14.    Section Headings.    The section headings in this Warrant are for the convenience of the parties and in no way
alter, modify, amend, limit or restrict the contractual obligations of the parties. 


        15.    Governing Law.    This Warrant will be governed by and construed in accordance with the internal laws of the
Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof). 


        16.    Facsimile Signatures.    This Warrant may be executed by facsimile signature. 


9









 



































  
        EXECUTED as of the Date of Issuance indicated above. 



					
	 	 	A123 Systems, Inc.
	

 	
 	

By:	
 	

/s/ Michael Rubino









	 	 	Name:	 	Michael Rubino
	 	 	Title:	 	CFO, VP Finance & Adm.
	

ATTEST:	
 	

 	
 	

 
	

/s/ Eric Pyenson







	
 	

 	
 	

 





10













































  EXHIBIT I  


 PURCHASE FORM  



							
	To:	 	







	 	Dated:	 	














        The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.        ), hereby elects to purchase (check applicable
box): 


        o        shares
of the Common Stock of A123 Systems, Inc. covered by such Warrant; or 


        o    the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless
exercise procedure set forth in subsection 1(b). 


        The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant. Such payment takes the form
of (check applicable box or boxes): 



	o
	$            in
lawful money of the United States; and/or



	o
	the
cancellation of such portion of the attached Warrant as is exercisable for a total of            
Warrant Shares (using a Fair Market Value of $            per share for purposes of this calculation) ; and/or



	o
	the
cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1(b). 







					
	 	 	Signature:	 	








	

 	
 	

Address:	
 	










	

 	
 	

 	
 	


























































  EXHIBIT II  


 ASSIGNMENT FORM  


        FOR
VALUE RECEIVED,                                    hereby sells,
assigns and transfers all of the rights of the undersigned under the attached Warrant (No.        ) with respect to the number of
shares of Common Stock of A123 Systems, Inc. covered thereby set forth below, unto: 



					
	Name of Assignee



 
	 	Address



 
	 	No. of Shares



 

	 
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 






 





							
	Dated:	 	







	 	Signature:	 	








	

Signature Guaranteed:	
 	

 	
 	

 
	

By:	
 	









	
 	

 	
 	

 






        The
signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. 











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Exhibit 10.23


A123 SYSTEMS, INC. COMMON STOCK PURCHASE WARRANT (Void after February 8, 2013)