Exhibit








AMENDMENT 2 TO HARDWARE PRODUCT PURCHASE AGREEMENT










This is Amendment 2 ("Amendment 2") to the Hardware Product Purchase Agreement with an Effective Date of March 15, 2010 between Active Power, Inc. ("Supplier") and Hewlett Packard Company ("HP") (hereinafter "Agreement").


WHEREAS, HP and Supplier have previously entered into the Agreement;


WHEREAS, the HP and Supplier would like to amend the Agreement as set forth below;


NOW, THEREFORE,  for good and valuable consideration,  the receipt and sufficiency of which are hereby acknowledged, HP and Supplier hereby agree as follows:


I.    The effective date of this Amendment 2 is April 1, 2015 ("Amendment 2 Effective Date").


2.    Capitalized terms used herein, unless otherwise defined, will have the meanings set forth in the Agreement.


3.   This Amendment 2 is subject to the Agreement, and in the event of any conflict between a provision of the Agreement and a provision of this Amendment 2, then the provision of the Agreement will govern, unless this Amendment expressly states otherwise  with specific  reference to those  provisions in this Amendment that will supersede conflicting provisions in the Agreement.


4.    This Amendment 2 may be executed in original, faxed, or emailed counterparts, and each counterpart will be considered an original, but all of which together will constitute one and the same instrument.


5.  Section 17.3 ("Assignment'') of the Agreement is deleted in its entirety and replaced with the following:


17.3  Assignment.  Neither this  Agreement  nor any right or duty  under this Agreement or any Accepted Order may be transferred, assigned or delegated by each Party, by operation of law or otherwise, without the prior written consent of the other Party, and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the above, HP may assign this Agreement to any affiliate or successor-in-interest including without limitation any HP Split-Up  Entity. "HP Split-Up  Entity" means any entity (current and future, and respective successors in interest) that results from HP's contemplated separation  of  its  personal  computer  and  printing  businesses  from  its  enterprise  businesses  as  publicly announced by HP on October 6, 2014.


6.   The attached Exhibit 2 is added as an exhibit and SOW to the Product Customization Module of the Agreement. For clarification, the Product Customization Module of the Agreement only applies to the Customized Products specifically listed in Exhibits l and 2 to the Product Customization Module.


7.   The Product Description, Product Specifications and Pricing Module of the Agreement is deleted in its entirety and replaced with the attached Product Description and Product Specifications Pricing Module.


8.   Except  as  expressly  amended  by this  Amendment,  all  other  terms  and  conditions  of  the  Agreement, including any amendments thereto, shall remain in full force and effect.









Hewlett Packard Company                                                    HP and Active Power
Amend No. 2 to Active Power HPPA [ * ]                            
______________________
* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion.








IN WITNESS  WHEREOF, the authorized  representatives  of each party. intending  to  be legally bound hereby. have executed  this Amendment  2 as of the Amendment  2 Effective Date.   Each of the signatories below certifies that he or she is possessed of all rights and authority to execute this Amendment 2.


_______________________________________________________________________________________________




	
			
	Active Power, Inc.


	 
	Hewlett-Packard Company


	/s/ Mark A. Ascolese
	 
	/s/ Colin Todd

	Authorized Representative


	 
	Authorized Representative

	April 20, 2015
	 
	4/22/2015

	Date
	 
	Date

	Mark A. Ascolese
	 
	Colin Todd

	Printed Name
	 
	Printed Name

	President and CEO
	 
	Vice President EG Global Supply Management

	Printed Title
	 
	Printed Title















































Hewlett Packard Company                                                    HP and Active Power
Amend No. 2 to Active Power HPPA [ * ]                            
______________________
* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion.






Exhibit 2
To tbe Product Customization Module


The following arc Customized Products:


	
		
	Part Number:
	Description:

	[ *  two-page table omitted]













































Hewlett Packard Company                                                    HP and Active Power
Amend No. 2 to Active Power HPPA [ * ]                            
______________________
* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion.






Product Description and Product Specifications Module


This Module contains additional  provisions related to Product description(s) and Product Specifications.


I.    Additional  Products and any changes to HP part numbers and Product Specifications may be documented by the Parties and set forth  in:  (1) an amendment  to this Module,  or (2) in a written  notification  (email) or an electronic Request  For Quote  process that: (i) identifies  the Product; and (ii) at HP's option, identifies this Agreement.


2.    Product will conform  to the Product Specifications listed in Table  I  below.


3.    In addition,  Supplier  warrants  that its manufacture  and provision  of any [ * ] and/or  Product  that  contains  a [ * ],  if  any,  complies  with  the  HP  Specifications  pertaining  to  [ * ] identified on the HP Supplier Handbook located at https://h20168.www2.hp.com/supplierextranet/index.do. 






Table 1: Product Description  and Product Specifications
	
		
	Part Number:
	Description:

	[ * three-page table omitted]







Hewlett Packard Company                                                    HP and Active Power
Amend No. 2 to Active Power HPPA [ * ]                            
______________________
* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion.