EX-10.2



 Exhibit 10.2 
 REGISTRATION RIGHTS AGREEMENT 
 This REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of April 4, 2012, is entered into by and among American Superconductor Corporation, a Delaware corporation with offices located at 64 Jackson Road, Devens, MA 01434
(the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”). 
 RECITALS 
 A. In connection with the Securities Purchase Agreement
by and among the parties hereto, dated as of April 2, 2012 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
each Buyer at the Initial Closing (as defined in the Securities Purchase Agreement) (i) the Initial Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase
Agreement) in accordance with the terms of the Initial Notes and (ii) the Series A Warrants (as defined in the Securities Purchase Agreement) which will be exercisable to purchase Warrant Shares (as defined in the Securities Purchase Agreement)
in accordance with the terms of the Series A Warrants. 
 B. Subject to the terms and conditions set forth in the Securities
Purchase Agreement, the Company may require one of the Buyers to participate in an Additional Closing (as defined in the Securities Purchase Agreement) for the purchase by such Buyer, and the sale by the Company, of (i) the Additional Notes (as
defined in the Securities Purchase Agreement) and (ii) the Series B Warrants (as defined in the Securities Purchase Agreement). 
 C. The Initial Notes and Additional Notes may be entitled to interest, which, at the option of the Company and subject to certain conditions, may be paid in Interest Shares (as defined in the Securities
Purchase Agreement) or in cash. 
 D. To induce the Buyers to consummate the transactions contemplated by the Securities
Purchase Agreement, the Company has agreed to provide the Buyers certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933
Act”), and applicable state securities laws. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows: 
  

	1.	Definitions. 

 Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 

(a) “Additional Closing Date” shall have the meaning set forth in the Securities Purchase Agreement. 







 (b) “Additional Registrable Securities” means (i) the Conversion
Shares issuable upon conversion of the Additional Notes, (ii) the Interest Shares issuable pursuant to the Additional Notes, (iii) the Warrant Shares issuable upon exercise of the Series B Warrants and (iv) any capital stock of the
Company issued or issuable with respect to such Conversion Shares, such Warrant Shares, such Interest Shares, the Additional Notes or the Series B Warrants, including, without limitation, (1) as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock (as defined in the Additional Notes) are converted or exchanged and shares of capital stock of a
Successor Entity (as defined in the Series B Warrants) into which the shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Additional Notes or exercise of the Series B Warrants;
provided, however, that Additional Registrable Securities shall not include any equity securities which (A) have been sold in a registered offering pursuant to the 1933 Act or (B) are eligible for resale by a Person who is not an
“affiliate” (as defined in Rule 144) of the Company pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule
144(i)(2), if applicable). 
 (c) “Business Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in New York, New York are authorized or required by law to remain closed. 
 (d) “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC. 
 (e) “Effectiveness Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the earlier of the (A) 90th calendar day after the Initial Closing Date (or the 120th calendar day after the Initial Closing Date in the event that such
Registration Statement is subject to a limited or full review by the SEC) and (B) 2nd Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review,
(ii) with respect to the initial Registration Statement required to be filed pursuant to Section 2(b), the earlier of the (A) 90th calendar day after the Additional Closing Date (or the 120th calendar day after the Additional Closing Date in the event that such Registration Statement is subject to a limited
or full review by the SEC) and (B) 2nd Business Day
after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review, and (iii) with respect to any additional Registration
Statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the
(A) 90th calendar day following the date on which the
Company was required to file such additional Registration Statement (or the 120th calendar following the date on which the Company was required to file such additional Registration Statement in the event that such Registration Statement is subject to a limited or full review by the
SEC) and (B) 2nd Business Day after the date the
Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject to further review. 

  
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 (f) “Filing Deadline” means (i) with respect to
the initial Registration Statement required to be filed pursuant to Section 2(a), the 30th calendar day after the Initial Closing Date, (ii) with respect to the initial Registration Statement required to be filed pursuant to Section 2(b), the 5th calendar day after the Additional Closing Date, and (ii) with
respect to any additional Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such additional Registration Statement pursuant to the terms of this
Agreement. 
 (g) “Initial Closing Date” shall have the meaning set forth in the Securities Purchase Agreement.

 (h) “Initial Registrable Securities” means (i) the Conversion Shares issuable upon conversion of the
Initial Notes, (ii) the Interest Shares issuable pursuant to the Initial Notes, (iii) the Warrant Shares issuable upon exercise of the Series A Warrants and (iv) any capital stock of the Company issued or issuable with respect to such
Conversion Shares, such Warrant Shares, such Interest Shares, the Initial Notes or the Series A Warrants, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock (as defined in the Initial Notes) are converted or exchanged and shares of capital stock of a Successor Entity (as defined in the Series A Warrants)
into which the shares of Common Stock are converted or exchanged, in each case, without regard to any limitations on conversion of the Initial Notes or exercise of the Series A Warrants; provided, however, that Initial Registrable Securities shall
not include any equity securities which (A) have been sold in a registered offering pursuant to the 1933 Act or (B) are eligible for resale by a Person who is not an “affiliate” (as defined in Rule 144) of the Company pursuant to
Rule 144 without restriction (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable). 

(i) “Investor” means a Buyer or any transferee or assignee of any Registrable Securities, Notes or Warrants, as
applicable, to whom a Buyer assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee or assignee of any
Registrable Securities, Notes or Warrants, as applicable, assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9. 

(j) “Notes” means the Initial Notes and the Additional Notes, as applicable. 

(k) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization or a government or any department or agency thereof. 
 (l) “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of
effectiveness of such Registration Statement(s) by the SEC. 

  
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 (m) “Registrable Securities” means the Initial Registrable Securities and
the Additional Registrable Securities. 
 (n) “Registration Statement” means a registration statement or
registration statements of the Company filed under the 1933 Act covering Registrable Securities. 
 (o) “Required
Holders” means the holders of 2/3rds of the Registrable Securities (excluding any Registrable Securities held by the Company or any of its Subsidiaries). 
 (p) “Required Additional Registration Amount” means the sum of (i) 120% of the maximum number of Conversion Shares issued and issuable pursuant to the Additional Notes (determined
without taking into account any limitations on the conversion of the Additional Notes set forth therein and assuming that the Additional Notes are convertible at the initial Conversion Price (as defined in the Additional Notes)), (ii) the
maximum number of Interest Shares issued and issuable pursuant to the terms of the Additional Notes from the Additional Closing Date through the maturity date of the Additional Notes (determined without taking into account any limitations on the
conversion of the Additional Notes set forth therein and assuming that the Additional Notes are convertible at the initial Conversion Price (as defined in the Additional Notes, and assuming no anti-dilution adjustments)) and (iii) the maximum
number of Warrant Shares issued and issuable pursuant to the Series B Warrants, in each case, as of the Trading Day (as defined in the Series B Warrants) immediately preceding the applicable date of determination (determined without taking into
account any limitations on the exercise of the Series B Warrants set forth therein, and assuming no anti-dilution adjustments); provided, however, that the Required Additional Registration Amount will not include any Conversion Shares, Interest
Shares and Warrant Shares that are no longer Additional Registrable Securities. 
 (q) “Required Initial Registration
Amount” means the sum of (i) 120% of the maximum number of Conversion Shares issued and issuable pursuant to the Initial Notes (determined without taking into account any limitations on the conversion of the Initial Notes set forth
therein and assuming that the Initial Notes are convertible at the initial Conversion Price (as defined in the Initial Notes)), (ii) the maximum number of Interest Shares issued and issuable pursuant to the terms of the Initial Notes from the
Initial Closing Date through the maturity date of the Initial Notes (determined without taking into account any limitations on the conversion of the Initial Notes set forth therein and assuming that the Initial Notes are convertible at the initial
Conversion Price (as defined in the Initial Notes)) and (iii) the maximum number of Warrant Shares issued and issuable pursuant to the Series A Warrants, in each case, as of the Trading Day (as defined in the Series A Warrants) immediately
preceding the applicable date of determination (without taking into account any limitations on the exercise of the Series A Warrants set forth therein); provided, however, that the Required Additional Registration Amount will not include any
Conversion Shares, Interest Shares and Warrant Shares that are no longer Initial Registrable Securities. 
 (r)
“Required Registration Amount” means the Required Initial Registration Amount or the Required Additional Registration Amount, as applicable. 
 (s) “Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC
that may at any time permit the Investors to sell securities of the Company to the public without registration. 

  
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 (t) “Rule 415” means Rule 415 promulgated by the SEC under the 1933 Act, as
such rule may be amended from time to time, or any other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis. 
 (u) “SEC” means the United States Securities and Exchange Commission or any successor thereto. 
 (v) “Warrants” means the Series A Warrants and the Series B Warrants, as applicable. 
  

	2.	Registration. 

 (a)
Mandatory Initial Registration. Following the Initial Closing, the Company shall prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the SEC an initial Registration Statement on Form S-1
covering the resale of all of the Initial Registrable Securities, provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Initial Registration Amount as of the
date such Registration Statement is initially filed with the SEC. Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by
the Required Holders) the “Selling Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use reasonable best efforts to have such
initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness
Deadline for such Registration Statement. 
 (b) Mandatory Additional Registration. Following the Additional Closing, the
Company shall prepare and, as soon as practicable, but in no event later than the applicable Filing Deadline, file with the SEC an initial Registration Statement on Form S-1 covering the resale of all of the Additional Registrable Securities,
provided that such initial Registration Statement shall register for resale at least the number of shares of Common Stock equal to the Required Additional Registration Amount as of the date such Registration Statement is initially filed with the
SEC. Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement, shall contain (except if otherwise directed by the Required Holders) the “Selling
Stockholders” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use reasonable best efforts to have such initial Registration Statement, and each
other Registration Statement required to be filed pursuant to the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness Deadline for such Registration Statement.

 (c) Legal Counsel. Subject to Section 5 hereof, Greenberg Traurig, LLP, counsel solely to the lead investor
(“Legal Counsel”) shall review and oversee any registration, solely on behalf of the lead investor, pursuant to this Section 2. 

  
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 (d) Ineligibility to Use Form S-3. During the Registration Period, in the event that
Form S-3 is not available for the registration of the resale of Registrable Securities hereunder and the Company registers the resale of such Registrable Securities on Form S-1 (or such other form as permitted by the SEC, from time to time), the
Company shall undertake to register the resale of such Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements with respect to such Registrable
Securities then in effect until such time as a Registration Statement on Form S-3 covering the resale of such Registrable Securities has been declared effective by the SEC and the prospectus contained therein is available for use. 

(e) Sufficient Number of Shares Registered. In the event the number of shares available under any Registration Statement is
insufficient to cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated portion of the Registrable Securities pursuant to Section 2(i), the Company shall amend such
Registration Statement (if permissible), or file with the SEC a new Registration Statement (on the short form available therefor, if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day (as defined in
the Notes and the Warrants) immediately preceding the date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than fifteen (15) days after the necessity therefor
arises (but taking account of any position of the staff of the SEC (the “Staff”) with respect to the date on which the Staff will permit such amendment to the Registration Statement and/or such new Registration Statement (as the
case may be) to be filed with the SEC). The Company shall use its reasonable best efforts to cause such amendment to such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable
following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall
be deemed “insufficient to cover all of the Registrable Securities” if at any time the number of shares of Common Stock available for resale under the applicable Registration Statement is less than the product determined by multiplying
(i) the applicable Required Registration Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations on (i) conversion of the Notes (and such calculation
shall assume that the Notes are then fully convertible into shares of Common Stock at the then-prevailing applicable Conversion Price (as defined in the Notes)) and (ii) exercise of the Warrants (and such calculation shall assume that the
Warrants are then fully exercisable for shares of Common Stock at the then-prevailing applicable Exercise Price (as defined in the Warrants)). 
 (f) Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering the resale of all of the Registrable Securities
required to be covered thereby (disregarding any reduction pursuant to Section 2(g)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration
Statement (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor the opportunity to review and comment on the same as required by Section 3(c) hereof, the
Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or 

  
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before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the
Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is
technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any
day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(g)) cannot be made pursuant to such
Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a
suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement), or a failure to register a sufficient number of shares of Common Stock or by reason of a
stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for any reason or the prospectus contained therein is not
available for use for any reason, the Company fails to file with the SEC any required reports under Section 13 or 15(d) of the 1934 Act such that it is not in compliance with Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (a “Current
Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities under Rule 144, then, as the sole monetary relief for the damages to any holder by reason of any such delay in, or reduction
of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity), the Company shall pay to each holder of Registrable Securities relating to such Registration
Statement an amount in cash equal to two percent (2%) of the principal amount then outstanding of such Investor’s Note (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information
Failure, as applicable (provided, however, there shall be only one payment of any such amount if there exists multiple failures at the same time), and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing
Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such
Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days) (provided, however, there
shall be only one payment of any such amount for any Registration Statement if there exists multiple failures at the same time). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(f) are
referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without
limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to the thirtieth (30th) day after such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. Notwithstanding the foregoing,
no Registration Delay Payments shall accrue or otherwise become payable to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on an
Eligible Market (as defined in the Notes)) with respect to any period during which all of such Investor’s 

  
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 Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without
limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable). 
 (g) Offering. Notwithstanding anything to the contrary contained in this Agreement, in the event the Staff or the SEC seeks to characterize any offering pursuant to a Registration Statement
filed pursuant to this Agreement as constituting an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC do not permit such Registration Statement to become effective and
used for resales in a manner that does not constitute such an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise may be acceptable to each Investor) without being named
therein as an “underwriter,” then the Company shall reduce the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC shall so permit such Registration Statement to
become effective as aforesaid. In making such reduction, the Company shall reduce the number of shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required to be included for
each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares held by
such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such
Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the
Staff or the SEC requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration
Statement to become effective, and such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case, the Company shall reduce the total number of Registrable Securities to be
registered on behalf of such Investor, until such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the manner thereof. Any reduction pursuant to this
paragraph will first reduce all Registrable Securities other than those issued pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this paragraph, an affected
Investor shall have the right to require, upon delivery of a written request to the Company signed by such Investor, the Company to file a Registration Statement within thirty (30) days of such request (subject to any restrictions imposed by
Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner reasonably acceptable to such Investor, and the Company shall, following such request, cause to be and keep effective such registration statement in
the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until such time as: (i) all Registrable Securities held by such Investor have been registered and sold pursuant to an
effective Registration Statement in a manner reasonably acceptable to such Investor or (ii) all Registrable Securities may be resold by such Investor without restriction (including, without limitation, volume limitations) pursuant to
Rule 144 (taking account of any Staff position with respect to “affiliate” status) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (iii) such Investor agrees to be
named as an underwriter in any such Registration Statement in a manner reasonably acceptable to such Investor as to all Registrable Securities held by such Investor and that have 

  
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not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by an Investor multiple
times and with respect to limited amounts of Registrable Securities in order to permit the resale thereof by such Investor as contemplated above). 
 (h) Piggyback Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, if there is not an effective Registration Statement covering all of
the Registrable Securities or the prospectus contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others
under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any
entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to each Investor a written notice of such determination and, if within fifteen
(15) days after the date of the delivery of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be
registered; provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(h) that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume
restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are the subject of a then-effective Registration Statement. 

(i) Allocation of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and
any increase in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of Registrable Securities held by each Investor at the time such Registration Statement covering such initial
number of Registrable Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any of such Investor’s Registrable Securities, each transferee or assignee (as the case may be)
that becomes an Investor shall be allocated a pro rata portion of the then-remaining number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be). Any shares of Common Stock included
in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable
Securities then held by such Investors which are covered by such Registration Statement. 
 (j) No Inclusion of Other
Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement (or enter into any agreement which would permit or require the Company to include any securities other than
Registrable Securities on any Registration Statement filed pursuant to Sections 2(a) or 2(b) above) without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company
shall not enter into any agreement providing any registration rights to any of its security holders that have any priority to any of the Investor’s rights contained in this Agreement or adversely affect any Investor’s rights under this
Agreement. 

  
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	3.	Related Obligations. 

 The
Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, the Company shall have the following obligations:

 (a) The Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Initial
Registrable Securities or Additional Registrable Securities, as applicable, (but in no event later than the applicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement to become effective as soon as
practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to Allowable Grace Periods, the Company shall use its reasonable best efforts to keep each Registration Statement effective (and the prospectus contained
therein available for use) pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date as of which all of the
Investors may sell all of such Registrable Securities required to be covered by such Registration Statement (disregarding any reduction pursuant to Section 2(g)) without restriction pursuant to Rule 144 (including, without limitation, volume
restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which the Investors shall have sold all of such Registrable Securities covered by such
Registration Statement (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement, the Company shall use reasonable best efforts to ensure that, when filed and at all times while effective,
each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were made)
not misleading. The Company shall submit to the SEC, within one (1) Business Day after the later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has
no further comments on a particular Registration Statement (as the case may be) and (ii) the consent of Legal Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of
effectiveness of such Registration Statement to a time and date not later than twenty-four (24) hours after the submission of such request. 
 (b) Subject to Section 3(r) of this Agreement, the Company shall use reasonable best efforts to prepare and file with the SEC such amendments (including, without limitation, post-effective
amendments) and supplements to each Registration Statement and the prospectus used in connection with each such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary to keep
each such Registration Statement effective at all times during the applicable Registration Period for such Registration Statement, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof
as set forth in such Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective Date, the Company shall file 

  
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with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in connection with sales pursuant to the applicable Registration Statement (whether or not such a
prospectus is technically required by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b))
by reason of the Company filing a report on Form 10-Q or Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such Registration
Statement. 
 (c) The Company shall (A) permit Legal Counsel and legal counsel for each other Investor to review and
comment upon (i) each Registration Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the prospectus
contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not
file any Registration Statement or amendment or supplement thereto in a form to which Legal Counsel or any legal counsel for any other Investor reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a
Registration Statement or any amendment or supplement thereto or to any prospectus contained therein without the prior consent of Legal Counsel, which consent shall not be unreasonably withheld. The Company shall promptly furnish to Legal Counsel
and legal counsel for each other Investor, without charge, (i) copies of any correspondence from the SEC or the Staff to the Company or its representatives relating to each Registration Statement, provided that such correspondence shall not
contain any material, non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement), (ii) after the same is prepared and filed with the SEC, one (1) copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the
effectiveness of each Registration Statement, one (1) copy of the prospectus included in such Registration Statement and all amendments and supplements thereto. The Company shall reasonably cooperate with Legal Counsel and legal counsel for
each other Investor in performing the Company’s obligations pursuant to this Section 3. 
 (d) The Company shall,
unless any such document is available on EDGAR, promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, upon request and without charge, (i) after the same is prepared and filed with the SEC,
at least one (1) copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by an
Investor, all exhibits and each preliminary prospectus, (ii) upon the effectiveness of each Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and supplements thereto (or
such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor. 

  
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 (e) The Company shall use its reasonable best efforts to (i) register and qualify,
unless an exemption from registration and qualification applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of all applicable jurisdictions in
the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the applicable Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the applicable Registration Period, and
(iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to
(x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to
the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or
threatening of any proceeding for such purpose. 
 (f) The Company shall notify Legal Counsel, legal counsel for each other
Investor and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration Statement and such prospectus
contained therein to correct such untrue statement or omission and deliver ten (10) copies of such supplement or amendment to Legal Counsel, legal counsel for each other Investor and each Investor (or such other number of copies as Legal
Counsel, legal counsel for each other Investor or such Investor may reasonably request). The Company shall also promptly notify Legal Counsel, legal counsel for each other Investor and each Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel, legal counsel for each
other Investor and each Investor by facsimile or e-mail on the same day of such effectiveness and by overnight mail), and when the Company receives written notice from the SEC that a Registration Statement or any post-effective amendment will be
reviewed by the SEC, (ii) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information, (iii) subject to Section 3(r) of this Agreement, of the Company’s
reasonable determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any request by the SEC or any other federal or state governmental authority for any additional information
relating to the Registration Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable to any comments received from the SEC with respect to each Registration Statement or any
amendment thereto (it being understood and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than fifteen (15) Business Days after the receipt thereof). 

  
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 (g) The Company shall (i) use its reasonable best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable
Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify Legal Counsel, legal counsel for each other Investor and
each Investor who holds Registrable Securities of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose. 

(h) If any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and
such Investor consents to so being named an underwriter, at the request of any Investor, the Company shall use reasonable best efforts to furnish to such Investor, on the date of the effectiveness of such Registration Statement and thereafter from
time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and
substance as is customarily given in an underwritten public offering, addressed to the Investors. 
 (i) If any Investor may be
required under applicable securities law to be described in any Registration Statement as an underwriter and such Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall use reasonable best
efforts to make available for inspection during regular business hours by (i) such Investor, (ii) legal counsel for such Investor and (iii) one (1) firm of accountants or other agents retained by such Investor (collectively, the
“Inspectors”), all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and
cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, each Investor agrees, and each Inspector shall agree in writing, to hold in strict confidence and not
to make any disclosure (except to such Investor) or use of any Record or other information which the Company’s board of directors determines in good faith to be confidential, and of which determination the Investors and Inspectors are so
notified, unless (1) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the release of such Records is ordered pursuant
to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure in violation of this
Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement). Such Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to 

  
 13 









 
prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and such Investor, if
any) shall be deemed to limit any Investor’s ability to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations. 
 (j) The Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure of such information is necessary to comply
with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement
pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made
generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or
by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, such information. 
 (k) Without limiting any obligation of the Company under the Securities
Purchase Agreement, the Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange on which securities of the same class or
series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable Securities covered by each
Registration Statement on an Eligible Market (as defined in the Securities Purchase Agreement), or (iii) if, despite the Company’s reasonable best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful
in satisfying the preceding clauses (i) or (ii), without limiting the generality of the foregoing, to use its reasonable best efforts to arrange for at least two market makers to register with the Financial Industry Regulatory Authority
(“FINRA”) as such with respect to such Registrable Securities. In addition, the Company shall cooperate with each Investor and any broker or dealer through which any such Investor proposes to sell its Registrable Securities in
effecting a filing with FINRA pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 3(k). 

(l) The Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable,
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations
or amounts (as the case may be) as the Investors may reasonably request from time to time and registered in such names as the Investors may request. 
 (m) If reasonably requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r) hereof, (i) incorporate in a
prospectus supplement or post-effective amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, 

  
 14 









 
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein if reasonably requested by an Investor holding any Registrable Securities. 

(n) The Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be
registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities. 
 (o) The Company shall make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement
(in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective
Date of each Registration Statement. 
 (p) The Company shall otherwise use its reasonable best efforts to comply with all
applicable rules and regulations of the SEC in connection with any registration hereunder. 
 (q) Within one (1) Business
Day after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.

 (r) Notwithstanding anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time
after the Effective Date of a particular Registration Statement, the Company may delay the filing of any amendment or new Registration Statement required by this Agreement if taking such action is not, in the good faith opinion of the Board of
Directors of the Company, in the best interest of the Company and, in the advice of counsel to the Company, otherwise required, (a “Grace Period”), provided that the Company shall promptly notify the Investors in writing of the
(i) existence of a situation giving rise to a Grace Period (provided that in each such notice the Company shall not disclose the content of any material, non-public information to any of the Investors) and the date on which such Grace Period
will begin and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period shall exceed ten (10) consecutive days and during any three hundred sixty five (365) day period all such Grace Periods shall not
exceed an aggregate of forty-five (45) days, (II) the first day of any Grace Period must be at least five (5) Trading Days (as defined in the Notes) after the last day of any prior Grace Period and (III) no Grace Period may exist during
the thirty (30) Trading Day period immediately following the Effective Date of any Registration Statement (provided that such thirty (30) Trading Day period shall be extended by the number of Trading Days during such period and any
extension thereof contemplated by this proviso during which such 

  
 15 









 
Registration Statement is not effective or the prospectus contained therein is not available for use) (each, an “Allowable Grace Period”). For purposes of determining the length
of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice referred to in
clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be
bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(r),
the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with
respect to which such Investor has entered into a contract for sale, and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, prior to such Investor’s receipt of the notice of a
Grace Period and for which the Investor has not yet settled. 
 (s) The Company shall take all other reasonable actions
necessary to expedite and facilitate disposition by each Investor of its Registrable Securities pursuant to each Registration Statement. 
  

	4.	Obligations of the Investors. 

 (a) On each Closing Date, each Investor shall deliver to the Company a questionnaire in substantially the form attached hereto as Exhibit C (the “Selling Stockholder
Questionnaire”) for purposes of preparing the applicable Registration Statement required to be filed pursuant to Section 2(a) or 2(b), as applicable. 
 (b) Each Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and
filing of each Registration Statement hereunder, unless such Investor has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities from such Registration Statement. 

(c) Each Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3(g) or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of
the copies of the supplemented or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this
Section 4(c), the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable
Securities with respect to which such Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of
Section 3(f) and for which such Investor has not yet settled. 

  
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 (d) Each Investor covenants and agrees that it will comply with the prospectus delivery
requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement. 
  

	5.	Expenses of Registration. 


All reasonable expenses, other than underwriting discounts and commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be
paid by the Company. The Company shall also reimburse Legal Counsel for its fees and disbursements in connection with registration, filing or qualification pursuant to Sections 2 and 3 of this Agreement which amount shall be limited to $7,500.

  

	6.	Indemnification. 

 (a) To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any
other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls such Investor within the meaning of the 1933 Act or the 1934 Act and
each of the directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any
other title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation,
court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action,
claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other
“blue sky” laws of any jurisdiction in which Registrable Securities are offered, or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule or regulation
thereunder relating to the offer or sale of the 

  
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Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). Subject to
Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending
any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person expressly for use in connection with the preparation of such Registration Statement or any such
amendment thereof or supplement thereto and (ii) shall not be available to a particular Investor to the extent such Claim is based on a failure of such Investor to deliver or to cause to be delivered the prospectus made available by the Company
(to the extent applicable), including, without limitation, a corrected prospectus, if such prospectus or corrected prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following
the receipt of the corrected prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of any of the Registrable
Securities by any of the Investors pursuant to Section 9. 
 (b) In connection with any Registration Statement in which an
Investor is participating, such Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its
officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any
of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in
reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below provisos in this Section 6(b),
such Investor will reimburse an Indemnified Party any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent
shall not be unreasonably withheld or delayed, provided further that such Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result
of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the
transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9. 

  
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 (c) Promptly after receipt by an Indemnified Person or Indemnified Party (as the case may
be) under this Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party (as the case may be)
shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid
by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably
satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Indemnified Person or
Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were
to represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if such Indemnified Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects to employ
separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party), provided further that in the case of
clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified
Party or Indemnified Person (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person (as the case may be)
reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written
consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person (as the case may be),
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person (as the case may be) of
a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party (as the case may be) under this
Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action. 

  
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 (d) No Person involved in the sale of Registrable Securities who is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable Securities who is not guilty of fraudulent
misrepresentation. 
 (e) The indemnification required by this Section 6 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. 

(f) The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of
the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law. 

 

	7.	Contribution. 

 To the
extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement,
(ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from
any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by
such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would
otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission. 
  

	(8)	Reports Under the 1934 Act. 

 With a view to making available to the Investors the benefits of Rule 144, the Company agrees to: 
 (a) make and keep public information available, as those terms are understood and defined in Rule 144; 
 (b) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to


  
 20 









 
such requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and 
 (c) furnish to each Investor so long as such Investor
owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents so filed by the Company with the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit
the Investors to sell such securities pursuant to Rule 144 without registration. 
  

	9.	Assignment of Registration Rights. 

 All or any portion of the rights under this Agreement shall be automatically assigned by each Investor to any transferee or assignee (as the case may be) of all or any portion of such Investor’s
Registrable Securities, Notes or Warrants if: (i) such Investor agrees in writing with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement is furnished to the Company within
a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is, within three (3) Business Days after such transfer or assignment (as the case may be), furnished with written notice of (a) the name and
address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or
assignment (as the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the
Company receives the written notice contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company to be bound by all of the provisions contained herein; (v) such transfer
or assignment (as the case may be) shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement, the Notes and the Warrants (as the case may be); and (vi) such transfer or assignment (as the case may
be) shall have been conducted in accordance with all applicable federal and state securities laws. 
  

	10.	Amendment of Registration Rights. 

 Provisions of this Agreement may be amended only with the written consent of the Company and the Required Holders. Any amendment effected in accordance with this Section 10 shall be binding upon each
Investor and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders of Registrable Securities or (2) imposes any obligation or liability on any Investor without
such Investor’s prior written consent (which may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. 

  
 21 










	11.	Miscellaneous. 

 (a)
Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed to own, of record such Registrable Securities. With respect to such Registrable Securities, the Company shall
accept instructions, notices or elections solely from the record owner of such Registrable Securities. 
 (b) Any notices,
consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) by electronic mail (provided confirmation of transmission is electronically generated and
kept on file by the sending party); or (iv) one (1) Business Day after deposit with a nationally recognized overnight delivery service with next day delivery specified, in each case, properly addressed to the party to receive the same. The
addresses and facsimile numbers for such communications shall be: 
 If to the Company: 

American Superconductor Corporation 

64 Jackson Road 
 Devens, MA 01434 
 Telephone: (978) 842-3539 

Facsimile: (978) 842-3530 
 Attention: General Counsel 
 With a copy (for informational purposes only) to:

 Latham & Watkins LLP 

John Hancock Tower, 20th Floor 
 200 Clarendon Street 
 Boston, MA 02116 

Telephone: (617) 948-6060 
 Facsimile: (617) 948-6001 
 Attention: Peter N. Handrinos,
Esq. 
 If to the Transfer Agent: 
 American Stock Transfer & Trust Company, LLC 
 6201 15th
Avenue 
 Brooklyn, NY 11219 

Telephone: (718) 921-8208 
 Facsimile: (718) 765-8713 
 Attention: Alexandra M. Albrecht


  
 22 









 If to Legal Counsel: 

Greenberg Traurig, LLP 
 MetLife Building 
 200 Park Avenue 

New York, NY 10166 
 Telephone: (212) 801-9200 
 Facsimile: (212) 805-9222

 Attention: Michael A. Adelstein, Esq. 
 If to an Investor, to its address and facsimile number set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to such Investor’s representatives as set forth
on the Schedule of Buyers, or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness
of such change, provided that Greenberg Traurig, LLP shall only be provided notices sent to the lead investor. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine or electronic mail transmission containing the time, date, recipient facsimile number or electronic mail address and an image of the first page of such
transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively. 
 (c) Failure of any party to exercise any right or remedy under this Agreement or
otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this
Agreement by any other party hereto and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to
which any party may be entitled by law or equity; provided, however, that each Investor waives any consequential damages it may suffer from any failure by the Company to comply with the terms of this Agreement. 

(d) All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without regard to conflict of law principals that would result in the application of any laws other than the laws of the State of New York. Each party 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. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such
notices 

  
 23 









 
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder
of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. 
 (e) This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein constitute the entire agreement among the
parties hereto and thereto solely with respect to the subject matter hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other
Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely with respect to the subject matter
hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with the Company or any of its
Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights of or
benefits to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Investor and all such agreements shall continue in full force and effect or
(iii) limit any obligations of the Company under any of the other Transaction Documents. 
 (f) Subject to compliance with
Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be enforced
by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred to in Sections 6 and 7 hereof. 
 (g) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein
shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. 

(h) This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable


  
 24 









 
document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof. 
 (i) Each party shall do and perform, or
cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 
 (j) The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section 10,
terms used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Initial Closing Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.

 (k) All consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made,
unless otherwise specified in this Agreement, by the Required Holders. 
 (l) The obligations of each Investor under this
Agreement and the other Transaction Documents are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement or
any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges that the
Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations
or the transactions contemplated by this Agreement or any of the other the Transaction Documents. Each Investor shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this
Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the
Company contained herein was solely in the control of the Company, not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required or requested to do so by any Investor. It is
expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and an Investor, solely, and not between the Company and the Investors collectively and not between and
among Investors. 
 [signature pages follow] 

  
 25 









 IN WITNESS WHEREOF, Buyer and the Company have caused their respective signature page
to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

					
	COMPANY:
	
	 AMERICAN SUPERCONDUCTOR CORPORATION

		
	By: 	 	 /s/ David A. Henry

		 	 Name: 
 Title:

	 	 David A. Henry
 Senior Vice
President, Chief Financial Officer and Treasurer










 IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature
page to this Registration Rights Agreement to be duly executed as of the date first written above. 
  

			
	BUYER:
	
	CAPITAL VENTURES INTERNATIONAL
	 By:
	 	 Heights Capital Management,

the authorized agent

		
	By:	 	 /s/ Martin Kobinger

		 	 Name: Martin Kobinger

Title: Investment Manager










 EXHIBIT A 
 FORM OF NOTICE OF EFFECTIVENESS 
 OF REGISTRATION STATEMENT

  

                         
            

                         
            

                        
             

	
	
Attention:                  


  

	 	Re:	American Superconductor Corporation 


Ladies and Gentlemen: 
 [We
are][I am] counsel to American Superconductor Corporation, a Delaware corporation (the “Company”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “Securities Purchase
Agreement”) entered into by and among the Company and the buyers named therein (collectively, the “Holders”) pursuant to which the Company issued to the Holders senior convertible notes (the “Notes”)
convertible into the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), and warrants exercisable for shares of Common Stock (the “Warrants”). Pursuant to the Securities
Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Holders (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable
Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, under the Securities Act of 1933, as amended (the “1933 Act”). In
connection with the Company’s obligations under the Registration Rights Agreement, on             , 20    , the Company filed a Registration Statement on Form
[S-1][S-3] (File No. 333-            ) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the
Registrable Securities which names each of the Holders as a selling stockholder thereunder. 
 In connection with the foregoing,
[we][I] advise you that a member of the SEC’s staff has advised [us][me] by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened
by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. 

This letter shall serve as our standing opinion to you that the shares of Common Stock underlying the Notes and Warrants are freely
transferable by the Holders pursuant to the Registration Statement. You need not require further letters from us to effect any future legend-free issuance or reissuance of such shares of Common Stock to the Holders as contemplated by the
Company’s Irrevocable Transfer Agent Instructions dated             , 20    . 







 
			
	Very truly yours,
	
	[GENERAL COUNSEL]
		
	By:	 	  



  

	CC:	Capital Ventures International 








 EXHIBIT B 
 SELLING STOCKHOLDERS 
 The shares of common stock being offered by the
selling stockholders are those issuable to the selling stockholders upon conversion of the notes and exercise of the warrants. For additional information regarding the issuance of the notes and the warrants, see “Private Placement of Notes and
Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the notes and the warrants issued pursuant to the
Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. 
 The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder) of the shares of common stock held by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by the selling stockholders, based on their respective
ownership of shares of common stock, notes and warrants, as of             , 2012, assuming conversion of the notes and exercise of the warrants held by each such selling stockholder on
that date but taking account of any limitations on conversion and exercise set forth therein. 
 The third column lists the
shares of common stock being offered by this prospectus by the selling stockholders and does not take in account any limitations on (i) conversion of the notes set forth therein or (ii) exercise of the warrants set forth therein.

 In accordance with the terms of a registration rights agreement with the holders of the notes and the warrants, this
prospectus generally covers the resale of the sum of (i) 120% of the maximum number of shares of common stock issuable upon conversion of the notes, (ii) the maximum number of other shares of common stock issuable pursuant to the notes and
(iii) the maximum number of shares of common stock issuable upon exercise of the warrants, in each case, determined as if the outstanding notes and warrants were converted or exercised (as the case may be) in full (without regard to any
limitations on conversion or exercise contained therein) as of the trading day immediately preceding the date this registration statement was initially filed with the SEC. Because the conversion price of the notes and the exercise price of the
warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders
pursuant to this prospectus. 
 Under the terms of the notes and the warrants, a selling stockholder may not convert the notes
or exercise the warrants to the extent (but only to the extent) such selling stockholder or any of its affiliates would beneficially own a number of shares of our common stock which would exceed 4.99%. The number of shares in the second column
reflects these limitations. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 








							
	 Name of Selling Stockholder
	  	Number of Shares of
Common Stock Owned
Prior to Offering	  	Maximum Number of
Shares of Common Stock to
be Sold Pursuant to
this
Prospectus	  	Number of Shares of
Common Stock of Owned
After Offering
				
	 Capital Ventures International(1)
	  		  		  	

 (1) Heights Capital Management, Inc., the authorized agent of Capital Ventures International
(“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management,
Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI is affiliated with one or more registered
broker-dealers. CVI purchased the shares being registered hereunder in the ordinary course of business and at the time of purchase, had no agreements or understandings, directly or indirectly, with any other person to distribute such shares.








 PLAN OF DISTRIBUTION 

We are registering the shares of common stock issuable upon conversion of the notes and exercise of the warrants to permit the resale of
these shares of common stock by the holders of the notes and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear
all fees and expenses incident to our obligation to register the shares of common stock. 
 The selling stockholders may sell
all or a portion of the shares of common stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the
sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods: 

 

	 	•	 	 on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;



  

	 	•	 	 in the over-the-counter market; 


  

	 	•	 	 in transactions otherwise than on these exchanges or systems or in the over-the-counter market; 



 

	 	•	 	 through the writing or settlement of options, whether such options are listed on an options exchange or otherwise; 



 

	 	•	 	 ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; 



 

	 	•	 	 block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to
facilitate the transaction; 


  

	 	•	 	 purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 



 

	 	•	 	 an exchange distribution in accordance with the rules of the applicable exchange; 



 

	 	•	 	 privately negotiated transactions; 


  

	 	•	 	 short sales made after the date the Registration Statement is declared effective by the SEC; 



 

	 	•	 	 broker-dealers may agree with a selling securityholder to sell a specified number of such shares at a stipulated price per share;



  

	 	•	 	 a combination of any such methods of sale; and 


  

	 	•	 	 any other method permitted pursuant to applicable law. 









 The selling stockholders may also sell shares of common stock under Rule 144 promulgated
under the Securities Act of 1933, as amended, if available, rather than under this prospectus. In addition, the selling stockholders may transfer the shares of common stock by other means not described in this prospectus. If the selling stockholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the
selling stockholders or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or
agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in
turn engage in short sales of the shares of common stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close
out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. 

The selling stockholders may pledge or grant a security interest in some or all of the notes, warrants or shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling
stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 To the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholders and any
broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such
broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed, which will set
forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling
stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers. 
 Under the
securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been
registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. 







 There can be no assurance that any selling stockholder will sell any or all of the shares of
common stock registered pursuant to the registration statement, of which this prospectus forms a part. 
 The selling
stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent
applicable, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. To the extent applicable, Regulation M may also
restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common
stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. 

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be
$         in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, a selling
stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act in accordance with the registration rights
agreements or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information
furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution. 

Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in
the hands of persons other than our affiliates. 







 EXHIBIT C 
 SELLING STOCKHOLDER QUESTIONNAIRE 
  

	To:	American Superconductor Corporation (“AMSC”) 

 c/o John W. Powell, Esq., General Counsel 
 Reference is made to (1) the Securities Purchase
Agreement, dated as of April 2, 2012, by and among AMSC and each of the investors listed in the Schedule of Buyers thereto (the “Purchase Agreement”), and (2) the Registration Rights Agreement, dated April
[    ], 2012, by and among AMSC and the parties thereto (the “Registration Rights Agreement”). 

“Registrable Securities” has the meaning set forth in the Registration Rights Agreement. “Beneficial Ownership” has the meaning
contemplated under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which includes shares issuable upon the exercise of options that will be vested within 60 days. 

Pursuant to the Registration Rights Agreement, the undersigned hereby furnishes to AMSC the following information for use by AMSC in connection with the
preparation of a Registration Statement contemplated by the Registration Rights Agreement. 
  

	 	(1)	Name and Contact Information: 

  

			
	Full legal name of record holder:	 	 
		
	Address of record holder:	 	 
		
	U.S. Social Security Number or Taxpayer identification number of record holder, if applicable:	 	 
		
	Identity of beneficial owner, if different than record holder (Note: A “beneficial owner” means a person who directly or indirectly alone or with others has power to vote
or dispose of the stock covered by this Questionnaire):	 	 
		
	Name of contact person:	 	 
		
	Telephone number of contact person:	 	 
		
	Fax number of contact person:	 	 
		
	E-mail address of contact person:	 	 

  

	 	(2)	Beneficial Ownership of Registrable Securities: 

  

			
	(a) Number of Registrable Securities owned by Selling Stockholder:
	
	    









	
	 (b) Except as set forth below in this Item (2)(b), the Selling Stockholder requests that all such Registrable Securities be
registered:

	
	
                           
                                         
                                         
                                         
                                         
                 


  

	 	(3)	Beneficial Ownership of Other Securities of AMSC Owned by the Selling Stockholder: 


 

	
	 Except as set forth below in this Item (3), the undersigned is not the beneficial or registered owner of any securities of AMSC other than the
Registrable Securities listed above in Item (2)(a).

	
	 Type and amount of other securities beneficially owned by the Selling Stockholder:

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	
                           
                                         
                                         
                                         
                                         
                 


  

	 	(4)	Relationships with AMSC: 

  

	
	 Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held
any position or office or has had any other material relationship with AMSC (or its predecessors or affiliates) during the past three years.

	
	 State any exceptions here:

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	
                           
                                         
                                         
                                         
                                         
                 


  

	 	(5)	Plan of Distribution: 

  

	
	 Except as set forth below, the undersigned intends to distribute pursuant to the “Selling Stockholders” and “Plan of
Distribution” sections in substantially the form attached hereto as Exhibit B to the Registration Rights Agreement:

	
	 State any exceptions here:

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	
                           
                                         
                                         
                                         
                                         
                 


 Note: In no event will such method(s) of distribution take the form of an underwritten
offering of the Registrable Securities. 








	 	(6)	Selling Stockholder Affiliations and Broker-Dealer Status: 

  

	
	 (a) Is the Selling Stockholder a registered broker-dealer?

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	 (b) If “yes” to Section (6)(a), did you receive your Registrable Securities as compensation for investment banking services to the
Company?

	  
 Yes    ̈                 No    ̈

	
	 Note: If “no” to Section (6)(b), the Commission’s staff has indicated that you should be identified as an underwriter in the
Prospectus.

	
	 (c) Is the Selling Stockholder an affiliate of or a person affiliated with a registered broker-dealer(s)? (For purposes of this response, an
“affiliate” of, or person “affiliated” with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person
specified.)

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	 (d) If the answer to Item (6)(c) is yes, identify the registered broker-dealer(s) and describe the nature of the
affiliation(s):

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	 (e) If the answer to Item (6)(c) is yes, did the Selling Stockholder acquire the Registrable Securities in the ordinary course of business (if
not, please explain)?

	
	
                           
                                         
                                         
                                         
                                         
                 

	
	 (f) If the answer to Item (6)(c) is yes, did the Selling Stockholder, at the time of purchase of the Registrable Securities, have any agreements,
plans or understandings, directly or indirectly, with any person to distribute the Registrable Securities (if yes, please explain)?

	
	
                           
                                         
                                         
                                         
                                         
                 


 Note: If the Selling Stockholder is an affiliate of a broker-dealer and did not purchase
its Registrable Securities in the ordinary course of business or at the time of the purchase had any agreements, plans or understandings, directly or indirectly, with any person to distribute the Registrable Securities, AMSC may be required to
identify the Selling Stockholder as an underwriter in the Registration Statement, any amendments thereto and the related prospectus and any prospectus supplements. 
  

	 	(7)	Voting or Investment Control over the Registrable Securities: 

  

	
	 If the Selling Stockholder is not a natural person, please identify the natural person or persons who have voting or investment control over the
Registrable Securities listed in Item (2) above:

	
	
                           
                                         
                                         
                                         
                                         
                 









 By signing below, the undersigned consents to the disclosure of the information contained herein in its
answers to Items (1) through (7) above and the inclusion of such information in the Registration Statement, any amendments and/or supplements thereto, and the Prospectus. The undersigned understands that such information will be relied
upon by AMSC in connection with the preparation or amendment of the Registration Statement and the Prospectus. 
 The undersigned has reviewed
the answers to the above questions and affirms that the same are true, complete and accurate, and will be true, accurate and complete as of the date of the closing of the transactions contemplated by the Purchase Agreement. THE UNDERSIGNED AGREES TO
NOTIFY THE COMPANY PROMPTLY OF ANY CHANGES IN THE FOREGOING INFORMATION DURING THE APPLICABLE REGISTRATION PERIOD. 
  

			
	Dated:             , 2012	  	  

		  	 Signature of Record Holder

(Please sign your name in exactly the same manner as will be on the certificate(s) for the shares being registered)


 Please return the completed and executed Questionnaire as soon as possible to John Samia, Esq. via email at
John.Samia@amsc.com; or facsimile at (978) 842-3530, and return the original by overnight mail to John Samia, Esq, Corporate Counsel, American Superconductor Corporation, 64 Jackson Road, Devens, Massachusetts 01434.