EXHIBIT
4.3


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (the “Agreement”)
is made and entered into as of this 26th day of March, 2002 by and among
Conductus, Inc., a Delaware corporation (the “Company”), and the other parties
set forth on the signature pages affixed hereto.


The parties hereby agree
as follows:


1.     Certain Definitions.


As used in this Agreement, the following terms shall
have the following meanings:


“Affiliate”
means, with respect to any person, any other person which directly or
indirectly controls, is controlled by, or is under common control with, such
person.


“Business Day”
means a day, other than a Saturday or Sunday, on which banks in New York City
are open for the general transaction of business.


“Common Stock” shall
mean the Company’s common stock, par value $0.0001 per share.


“Investors”
shall mean the parties (other than the Company) set forth on the signature
pages affixed hereto and any Affiliate or permitted transferee of any Investor
who is a subsequent holder of any Warrants or Registrable Securities.


“Prospectus”
shall mean the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and by all other amendments and supplements to the
prospectus, including post-effective amendments and all material incorporated
by reference in such prospectus.


“Purchase
Agreements” shall mean the agreement or agreements entered into by and
among one or more of the Investors and the Company pursuant to which the
Investor(s) acquired or have the right to acquire the Registrable Securities.


“Register,”
“registered” and “registration” refer to a registration made by
preparing and filing a Registration Statement or similar document in compliance
with the 1933 Act (as defined below), and the declaration or ordering of
effectiveness of such Registration Statement or document.


“Registrable
Securities” shall mean the shares of Common Stock issuable (i) pursuant to
the Purchase Agreements, (ii) upon the exercise of the Warrants, if any, and
(iii) pursuant to the provisions of Sections 2(a) and 2(c) below, and any other
securities issued or issuable with respect to or in exchange for Registrable
Securities; provided, that, a security shall cease to be a Registrable Security
upon (A) sale pursuant to a Registration Statement or Rule 144 

















 


under the 1933 Act, or (B) such security becoming
eligible for sale by the Investors pursuant to Rule 144(k).


“Registration
Statement” shall mean any registration statement of the Company filed under
the 1933 Act that covers the resale of any of the Registrable Securities
pursuant to the provisions of this Agreement, amendments and supplements to
such Registration Statement, including post-effective amendments, all exhibits
and all material incorporated by reference in such Registration Statement.


“Required
Investors” means the Investors holding a majority of the Registrable
Securities.


“SEC” means
the U.S. Securities and Exchange Commission.


“1933 Act”
means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


“1934 Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


“Warrants”
means, the warrants to purchase shares of Common Stock issued to the Investors
pursuant to the Purchase Agreement, the form of which is attached to the
Purchase Agreement as Exhibit A.


“Warrant Shares”
means the shares of Common Stock issuable upon the exercise of the Warrants.


2.     Registration.


(a)           Registration
Statement.  Promptly following the
closing of the purchase and sale of shares of Common Stock contemplated by the
Purchase Agreements (the “Closing Date”) but no later than the later of (A)
April 5, 2002 or (B) twenty (20) days after the Closing Date (the “Filing
Deadline”), the Company shall prepare and file with the SEC one Registration
Statement on Form S-3 (or, if Form S-3 is not then available to the Company, on
such form of registration statement as is then available to effect a
registration for resale of the Registrable Securities, subject to the
Investors’ consent), covering the resale of the Registrable Securities in an
amount at least equal to the number of shares of Common Stock issued to the
Investors on the Closing Date plus the number of shares of Common Stock
necessary to permit the exercise in full of the Warrants.  Such Registration Statement also shall
cover, to the extent allowable under the 1933 Act and the rules promulgated
thereunder (including Rule 416), such indeterminate number of additional shares
of Common Stock resulting from stock splits, stock dividends or similar
transactions with respect to the Registrable Securities.  The Company shall use its reasonable best
efforts to obtain from each person who now has piggyback registration rights a
waiver of those rights with respect to the Registration Statement.  The Registration Statement (and each
amendment or supplement thereto, and each request for acceleration of
effectiveness thereof) shall be provided in accordance with Section 3(c) to the
Investors and their counsel prior to its filing or other submission.  If a Registration Statement covering the 


 


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Registrable Securities is not filed with the SEC on or
prior to the Filing Deadline, the Company will make pro rata payments to each
Investor, as liquidated damages and not as a penalty, in an amount equal to
1.0% of the aggregate amount invested by such Investor for each 30-day period
or pro rata for any portion thereof following the date by which such
Registration Statement should have been filed for which no Registration
Statement is filed with respect to the Registrable Securities.  Such payments shall constitute the
Investors’ exclusive remedy for such events, except for the Investors’ right to
seek specific performance.  Such
payments shall be made to each Investor in cash.


(b)           Expenses.  The Company will pay all expenses associated
with each registration, including filing and printing fees, counsel and
accounting fees and expenses, costs associated with clearing the Registrable
Securities for sale under applicable state securities laws, listing fees and
the Investors’ reasonable expenses in connection with the registration, but
excluding discounts, commissions, fees of underwriters, selling brokers, dealer
managers or similar securities industry professionals with respect to the
Registrable Securities being sold.


(c)           Effectiveness.


(i)            The Company shall use commercially
reasonable efforts to have the Registration Statement declared effective as
soon as practicable.  The Company shall
notify the Investors by facsimile or e-mail as promptly as practicable, and in
any event, within one Business Day after the Company or its counsel receives
notice that the Registration Statement has been declared effective and shall,
within five business days thereafter provide the Investors with copies of any
related Prospectus to be used in connection with the sale or other disposition
of the securities covered thereby.  If
(A) a Registration Statement covering the Registrable Securities is not
declared effective by the SEC within 120 days after the Closing Date, or (B) after a Registration Statement has been declared effective by the
SEC, sales cannot be made pursuant to such Registration Statement for any
reason (including without limitation by reason of a stop order, or the
Company’s failure to update the Registration Statement), but excluding the
inability of any Investor to sell the Registrable Securities covered thereby
due to market conditions and except as excused pursuant to subparagraph (ii)
below, then the Company will make pro rata payments to each
Investor, as liquidated damages and not as a penalty, in an amount equal to
1.0% of the aggregate amount invested by such Investor for each 30- day period
or pro rata for any portion thereof following the date by which such
Registration Statement should have been effective (the “Blackout Period”).  Such payments shall constitute the
Investors’ exclusive remedy for such events, except for the Investors’ right to
seek specific performance.  The amounts
payable as liquidated damages pursuant to this paragraph shall be paid monthly
within three (3) Business Days of the last day of each month following the
commencement of the Blackout Period until the termination of the Blackout
Period.  Such payments shall be made to
each Investor in cash.


(ii)           For not more than twenty (20)
consecutive days or for a total of not more than forty-five (45) days in any
twelve (12) month period, the Company may delay the disclosure of material
non-public information concerning the Company, by suspending the use of any
Prospectus included in any registration contemplated by this Section containing
such


 


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information, the disclosure of which at the time is
not, in the good faith opinion of the Company, in the best interests of the
Company (an “Allowed Delay”); provided, that the Company shall promptly (a)
notify the Investors in writing of the existence of (but in no event, without
the prior written consent of an Investor, shall the Company disclose to such
Investor any of the facts or circumstances regarding) material non-public
information giving rise to an Allowed Delay, and (b) advise the Investors in
writing to cease all sales under the Registration Statement until the end of
the Allowed Delay.


(d)           Underwritten
Offering.  If any offering pursuant
to a Registration Statement pursuant to Section 2(a) hereof involves an
underwritten offering, the Company shall have the right to select an investment
banker and manager to administer the offering, which investment banker or
manager shall be reasonably satisfactory to the Required Investors.


3.     Company Obligations.  The Company will use commercially reasonable
efforts to effect the registration of the Registrable Securities in accordance
with the terms hereof, and pursuant thereto the Company will, as expeditiously
as possible:


(a)           use commercially reasonable efforts
to cause such Registration Statement to become effective and to remain
continuously effective for a period that will terminate upon the earlier of (i)
the date on which all Registrable Securities covered by such Registration
Statement as amended from time to time, have been sold, and (ii) the date on
which all Registrable Securities covered by such Registration Statement may be
sold pursuant to Rule 144(k).  In
connection therewith, the Company shall respond to any initial SEC comments
within ten Business Days of the receipt of such comments and any subsequent SEC
comments within five Business Days of the receipt thereof;


(b)           prepare and file with the SEC such
amendments and post-effective amendments to the Registration Statement and the
Prospectus as may be necessary to keep the Registration Statement effective for
the period specified in Section 3(a) and to comply with the provisions of the
1933 Act and the 1934 Act with respect to the distribution of all of the
Registrable Securities covered thereby;


(c)           provide copies to and permit counsel
designated by the Investors to review each Registration Statement and all
amendments and supplements thereto no fewer than seven (7) days prior to their
filing with the SEC and not file any document to which such counsel reasonably
objects;


(d)           furnish to the Investors and their
legal counsel (i) promptly after the same is prepared and publicly distributed,
filed with the SEC, or received by the Company (but not later than two (2)
Business Days after the filing date, receipt date or sending date, as the case
may be, one (1) copy of any Registration Statement and any amendment thereto,
each preliminary prospectus and Prospectus and each amendment or supplement
thereto, and each letter written by or on behalf of the Company to the SEC or
the staff of the SEC, and each item of correspondence from the SEC or the staff
of the SEC, in each case relating to such Registration Statement (other than
any portion of any thereof which contains information for which the Company has
sought confidential treatment), and (ii) such number of copies of a Prospectus,



 


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including a preliminary prospectus, and all amendments
and supplements thereto and such other documents as each Investor may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Investor that are covered by the related Registration
Statement;


(e)           in the event the Company selects an
underwriter for the offering, the Company shall enter into and perform its
reasonable obligations under an underwriting agreement, in usual and customary
form, including, without limitation, customary indemnification and contribution
obligations, with the underwriter of such offering;


(f)            if required by the underwriter, or
if any Investor is described in the Registration Statement as an underwriter,
the Company shall furnish, on the effective date of the Registration Statement
(except with respect to clause (i) below) and on the date that Registrable
Securities are delivered to an underwriter, if any, for sale in connection with
the Registration Statement (including any Investor deemed to be an
underwriter), (i) (A) in the case of an underwritten offering, an opinion,
dated as of the closing date of the sale of Registrable Securities to the
underwriters, from independent legal 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
underwriters and the Investors participating in such underwritten offering or
(B) in the case of an “at the market” offering, an opinion, dated as of or
promptly after the effective date of the Registration Statement to the
Investors, from independent legal counsel representing the Company for purposes
of such Registration Statement, in form, scope and substance as is customarily
given in a public offering, addressed to the Investors, and (ii) a letter, dated
as of the effective date of such Registration Statement and confirmed as of the
applicable dates described above, 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 underwriters (including any Investor deemed to be an
underwriter);


(g)           use commercially reasonable efforts
to (i) prevent the issuance of any stop order or other suspension of
effectiveness and, (ii) if such order is issued, obtain the withdrawal of any
such order at the earliest possible moment;


(h)           prior to any public offering of
Registrable Securities, use commercially reasonable efforts to register or
qualify or cooperate with the Investors and their counsel in connection with
the registration or qualification of such Registrable Securities for offer and
sale under the securities or blue sky laws of such jurisdictions requested by
the Investors and do any and all other commercially reasonable acts or things
necessary or advisable to enable the distribution in such jurisdictions of the
Registrable Securities covered by the Registration Statement;


(i)            use commercially reasonable efforts
to cause all Registrable Securities covered by a Registration Statement to be
listed on each securities exchange, interdealer quotation system or other
market on which similar securities issued by the Company are then listed;


 


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(j)            immediately notify the Investors, at
any time when a Prospectus relating to Registrable Securities is required to be
delivered under the 1933 Act, upon discovery that, or upon the happening of any
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 omits to state any material fact required to be stated therein or necessary
to make the statements therein not misleading in light of the circumstances
then existing, and at the request of any such holder, promptly prepare and
furnish to such holder a reasonable number of copies of a supplement to or an
amendment of such Prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus
shall not include an 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 not misleading in light of the circumstances then existing; and


(k)           otherwise use commercially reasonable
efforts to comply with all applicable rules and regulations of the SEC under
the 1933 Act and the 1934 Act, take such other actions as may be reasonably
necessary to facilitate the registration of the Registrable Securities
hereunder; and make available to its security holders, as soon as reasonably
practicable, but not later than the Availability Date (as defined below), an
earnings statement covering a period of at least twelve (12) months, beginning
after the effective date of each Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the 1933 Act (for
the purpose of this subsection 3(k), “Availability Date” means the 45th day
following the end of the fourth fiscal quarter that includes the effective date
of such Registration Statement, except that, if such fourth fiscal quarter is
the last quarter of the Company’s fiscal year, “Availability Date” means the
90th day after the end of such fourth fiscal quarter).


(l)            With a view to making available to
the Investors the benefits of Rule 144 (or its successor rule) and any other
rule or regulation of the SEC that may at any time permit the Investors to sell
shares of Common Stock to the public without registration, the Company
covenants and agrees to:  (i) make and
keep public information available, as those terms are understood and defined in
Rule 144, until the earlier of (A) six months after such date as all of the
shares of Common Stock purchased by them pursuant to the Purchase Agreement
(including the Warrant Shares) may be resold pursuant to Rule 144(k) or any
other rule of similar effect or (B) such date as all of the shares of Common
Stock purchased by them pursuant to the Purchase Agreement (including the
Warrant Shares) shall have been resold; (ii) file with the SEC in a timely
manner all reports and other documents required of the Company under the 1934
Act; and (iii) furnish to each Investor upon request, as long as such Investor
owns any shares of Common Stock purchased by them pursuant to the Purchase
Agreement (including the Warrant Shares), (A) a written statement by the
Company that it has complied with the reporting requirements of the 1934 Act,
(B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, and (C) such other information as may be reasonably
requested in order to avail such Investor of any rule or regulation of the SEC
that permits the selling of any such shares of Common Stock without
registration.


        4.     Due Diligence
Review; Information.  The Company
shall make available, during normal business hours, for inspection and review
by the Investors, advisors to and representatives of the Investors (who may or
may not be affiliated with the Investors and who are reasonably acceptable to
the Company), any underwriter participating in any disposition of shares of


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Common Stock on behalf of the Investors pursuant to a Registration
Statement or amendments or supplements thereto or any blue sky, NASD or other
filing, all financial and other records, all SEC Filings (as defined in the
Purchase Agreement) and other filings with the SEC, and all other corporate
documents and properties of the Company as may be reasonably necessary for the
purpose of such review, and cause the Company’s officers, directors and
employees, within a reasonable time period, to supply all such information
reasonably requested by the Investors or any such representative, advisor or
underwriter in connection with such Registration Statement (including, without
limitation, in response to all questions and other inquiries reasonably made or
submitted by any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling
the Investors and such representatives, advisors and underwriters and their
respective accountants and attorneys to conduct initial and ongoing due
diligence with respect to the Company and the accuracy of such Registration
Statement.


The Company shall not disclose material nonpublic
information to the Investors, or to advisors to or representatives of the
Investors, unless prior to disclosure of such information the Company
identifies such information as being material nonpublic information and
provides the Investors, such advisors and representatives with the opportunity
to accept or refuse to accept such material nonpublic information for review.


5.     Obligations of the Investors.


(a)           Each
Investor shall furnish in writing to the Company such information regarding
itself, the Registrable Securities held by it and the intended method of
disposition of the Registrable Securities held by it, as shall be reasonably
required to effect the registration of such Registrable Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.  At least five (5)
Business Days prior to the first anticipated filing date of any Registration
Statement, the Company shall notify each Investor of the information the
Company requires from such Investor if such Investor elects to have any of the
Registrable Securities included in the Registration Statement.  An Investor shall provide such information
to the Company at least two (2) Business Days prior to the first anticipated
filing date of such Registration Statement if such Investor elects to have any
of the Registrable Securities included in the Registration Statement.


(b)           Each Investor, by its 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 a
Registration Statement hereunder, unless such Investor has notified the Company
in writing of its election to exclude all of its Registrable Securities from
such Registration Statement.


(c)           In the event the Company, at the
request of the Investors, determines to engage the services of an underwriter,
such Investor agrees to enter into and perform its obligations under an underwriting
agreement, in usual and customary form, including, without limitation,
customary indemnification and contribution obligations, with the managing
underwriter of such offering and take such other actions as are reasonably
required in order to expedite or facilitate the dispositions of the Registrable
Securities.


 


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(d)           Each Investor agrees that, upon
receipt of any notice from the Company of either (i) the commencement of an
Allowed Delay pursuant to Section 2(c)(ii) or (ii) the happening of an event
pursuant to Section 3(j) hereof, such Investor will immediately discontinue
disposition of Registrable Securities pursuant to the Registration Statement
covering such Registrable Securities, until the Investor’s receipt of the
copies of the supplemented or amended prospectus filed with the SEC and
declared effective and, if so directed by the Company, the Investor shall
deliver to the Company (at the expense of the Company) or destroy (and deliver
to the Company a certificate of destruction) all copies in the Investor’s
possession of the Prospectus covering the Registrable Securities current at the
time of receipt of such notice.


(e)           No Investor may participate in any
third party underwritten registration hereunder unless it (i) agrees to sell
the Registrable Securities on the basis provided in any underwriting
arrangements in usual and customary form entered into by the Company, (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share
of all underwriting discounts and commissions. 
Notwithstanding the foregoing, no Investor shall be required to make any
representations to such underwriter, other than those with respect to itself
and the Registrable Securities owned by it, including its right to sell the
Registrable Securities, and any indemnification in favor of the underwriter by
the Investors shall be several and not joint and limited in the case of any
Investor, to the proceeds received by such Investor from the sale of its
Registrable Securities.  The scope of
any such indemnification in favor of an underwriter shall be limited to the
same extent as the indemnity provided in Section 6(b) hereof.


6.     Indemnification.


(a)           Indemnification
by the Company.  The Company will
indemnify and hold harmless each Investor and its officers, directors, members,
employees and agents, successors and assigns, and each other person, if any,
who controls such Investor within the meaning of the 1933 Act, against any
losses, claims, damages or liabilities, joint or several, to which such seller,
officer, director, member, or controlling person may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon: (i) any untrue
statement or alleged untrue statement of any material fact contained in any
Registration Statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof; (ii) any blue sky
application or other document executed by the Company specifically for that
purpose or based upon written information furnished by the Company filed in any
state or other jurisdiction in order to qualify any or all of the Registrable
Securities under the securities laws thereof (any such application, document or
information herein called a “Blue Sky Application”); (iii) the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; (iv) any violation
by the Company or its agents of any rule or regulation promulgated under the
1933 Act applicable to the Company or its agents and relating to action or
inaction required of the Company in connection with such registration; or (v)
any failure to register or qualify the Registrable Securities included in any
such Registration in any state where the Company or its agents has
affirmatively undertaken or agreed in writing that the Company will undertake
such registration or qualification on an Investor’s


 


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behalf (the undertaking of any underwriter chosen by
the Company being attributed to the Company) and will reimburse such Investor,
and each such officer, director or member and each such controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case if and to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by such
Investor or any such controlling person in writing specifically for use in such
Registration Statement or Prospectus.


(b)           Indemnification by the Investors.  In connection with any registration pursuant
to the terms of this Agreement, each Investor will furnish to the Company in
writing such information as the Company reasonably requests concerning the
holders of Registrable Securities or the proposed manner of distribution for
use in connection with any Registration Statement or Prospectus and agrees,
severally but not jointly, to indemnify and hold harmless, to the fullest
extent permitted by law, the Company, its directors, officers, employees,
stockholders and each person who controls the Company (within the meaning of
the 1933 Act) against any losses, claims, damages, liabilities and expense
(including reasonable attorney fees) resulting from any untrue statement of a material
fact or any omission of a material fact required to be stated in the
Registration Statement or Prospectus or preliminary prospectus or amendment or
supplement thereto or necessary to make the statements therein not misleading,
to the extent, but only to the extent that such untrue statement or omission is
contained in any information furnished or confirmed by the Investor to the
Company for inclusion in the selling stockholder table contained in such
Registration Statement or Prospectus or amendment or supplement thereto.  In no event shall the liability of an
Investor be greater in amount than the dollar amount of the proceeds (net of
all expense paid by such Investor and the amount of any damages such holder has
otherwise been required to pay by reason of such untrue statement or omission)
received by such Investor upon the sale of the Registrable Securities included
in the Registration Statement giving rise to such indemnification obligation.


(c)           Conduct of Indemnification
Proceedings.  Any person entitled to
indemnification hereunder (a “Indemnified Party”) shall (i) give prompt notice
to the indemnifying party (the “Indemnifying Party”) of any claim with respect
to which it seeks indemnification and (ii) permit such Indemnifying Party to
assume the defense of such claim with counsel reasonably satisfactory to the
Indemnified Party; provided that any Indemnified Party shall have the
right to employ separate counsel (which counsel shall be reasonably
satisfactory to the Indemnifying Party) and to participate in the defense of
such claim, but the fees and expenses of such counsel shall be at the expense
of such person unless (a) the Indemnifying Party has agreed to pay such fees or
expenses, or (b) the Indemnifying Party shall have failed to assume the defense
of such claim and employ counsel reasonably satisfactory to such person or (c)
in the reasonable judgment of any the Indemnified Party, based upon written
advice of its counsel, a conflict of interest exists between the Indemnified
Party and the Indemnifying Party with respect to such claims; and provided,
further, that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
hereunder, except to the extent that such failure to give notice shall
materially adversely affect the Indemnifying Party in the defense of any such
claim or litigation.  It is 


 


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understood that the Indemnifying Party shall not, in
connection with any proceeding in the same jurisdiction, be liable for fees or
expenses of more than one separate firm of attorneys at any time for all such
Indemnified Parties.  No Indemnifying
Party will, except with the consent of the Indemnified Party, consent to entry
of any judgment or enter into any settlement that does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation.


(d)           Contribution.
 If for any reason the indemnification
provided for in the preceding paragraphs (a) and (b) is unavailable to an
Indemnified Party or insufficient to hold it harmless, other than as expressly
specified therein, then the Indemnifying Party shall contribute to the amount
paid or payable by the Indemnified Party as a result of such loss, claim,
damage or liability in such proportion as is appropriate to reflect the
relative fault of the Indemnified Party and the indemnifying party, as well as
any other relevant equitable considerations. 
No person guilty of fraudulent misrepresentation within the meaning of
Section 11(f) of the 1933 Act shall be entitled to contribution from any person
not guilty of such fraudulent misrepresentation.  In no event shall the contribution obligation of a holder of
Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such holder and the amount of any damages
such holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission) received by it upon
the sale of the Registrable Securities giving rise to such contribution
obligation.


7.     Miscellaneous.


(a)           Amendments
and Waivers.  This Agreement may be
amended only with the written consent of the Company and the Required
Investors.  The Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company shall have obtained the written consent to
such amendment, action or omission to act, of the Required Investors.  Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities, any transferee or subsequent holder of Registrable
Securities and the Company.


(b)           Notices.  All notices and other communications
provided for or permitted hereunder shall be made as set forth in Section 9.4
of the Purchase Agreement.


(c)           Assignments and Transfers by
Investors.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the Investors and
their respective successors and permitted assigns.  An Investor may transfer or assign, in whole or from time to time
in part, to one or more persons its rights hereunder in connection with the
transfer of Registrable Securities by such Investor to such person, provided
that (i) the transferee acquires Registrable Securities representing at least
25,000 shares of Common Stock, and (ii) such Investor complies with all laws
applicable thereto and provides written notice of assignment to the Company
promptly after such assignment is effected.


(d)           Assignments and Transfers by the
Company.  This Agreement may not be
assigned by the Company without the prior written consent of each Investor.


 


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(e)           Benefits of the Agreement.  The terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective permitted
successors and assigns of the parties. 
Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


(f)            Counterparts; Faxes.  This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  This Agreement may also be executed via
facsimile, which shall be deemed an original.


(g)           Titles and Subtitles.  The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


(h)           Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.  To the extent
permitted by applicable law, the parties hereby waive any provision of law
which renders any provisions hereof prohibited or unenforceable in any respect.


(i)            Further Assurances.  The parties shall execute and deliver all
such further instruments and documents and take all such other actions as may
reasonably be required to carry out the transactions contemplated hereby and to
evidence the fulfillment of the agreements herein contained.


(j)            Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein.  This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


(k)           Governing Law; Consent to
Jurisdiction.  This Agreement shall
be governed by, and construed in accordance with, the internal laws of the
State of New York without regard to the choice of law principles thereof.  Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York
located in New York County and the United States District Court for the
Southern District of New York for the purpose of any suit, action, proceeding
or judgment relating to or arising out of this Agreement and the transactions
contemplated hereby.  Service of process
in connection with any such suit, action or proceeding may be served on each
party hereto anywhere in the world by the same methods as are specified for the
giving of notices under this Agreement. 
Each of the parties hereto irrevocably consents to the jurisdiction of
any such court in any such suit, action or proceeding and to the laying of
venue in such court.  Each party hereto
irrevocably waives any objection to the laying of venue of any such suit,
action or proceeding brought in such courts and irrevocably waives any claim
that any such suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.


-11-

















                                IN WITNESS
WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.


	
  The Company:

  	
   

  	
  CONDUCTUS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ RON
  WILDERINK

  	 

	
   

  	
   

  	
  Name: Ron
  Wilderink

  	
   

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Investors:

  	
   

  	
  SPECIAL
  SITUATIONS FUND III, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ AUSTIN MARXE

  	 

	
   

  	
   

  	
  Name: Austin
  Marxe

  	
   

  
	
   

  	
   

  	
  Title: General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPECIAL
  SITUATIONS CAYMAN FUND, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ AUSTIN MARXE

  	 

	
   

  	
   

  	
  Name: Austin
  Marxe

  	
   

  
	
   

  	
   

  	
  Title: General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPECIAL
  SITUATIONS PRIVATE EQUITYFUND, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ AUSTIN MARXE

  	 

	
   

  	
   

  	
  Name: Austin
  Marxe

  	
   

  
	
   

  	
   

  	
  Title: General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPECIAL
  SITUATIONS PRIVATE EQUITY FUND, L.P.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ AUSTIN MARXE

  	 

	
   

  	
   

  	
  Name: Austin
  Marxe

  	
   

  
	
   

  	
   

  	
  Title: General
  Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


-12-

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.


	
  The Company:

  	
  CONDUCTUS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RON
  WILDERINK

  	 

	
   

  	
  Name: Ron
  Wilderink

  	
   

  
	
   

  	
  Title: Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The Investors:

  	
  MICROCAPITAL
  FUND LP

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ IAN P. ELLIS

  	 

	
   

  	
  Name: Ian P.
  Ellis

  	
   

  
	
   

  	
  Title: General
  Partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MICROCAPITAL
  FUND LTD

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ IAN P. ELLIS

  	 

	
   

  	
  Name: Ian P.
  Ellis

  	
   

  
	
   

  	
  Title: General
  Partner

  	
   

  
	
   

  	
   

  	
   

  



 


-13-

















 


IN WITNESS
WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the date first above
written.


	
  The
  Company:

  	
  CONDUCTUS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RON WILDERINK

  	
   

  
	
   

  	
  Name: Ron Wilderink

  	
   

  	
   

  
	
   

  	
  Title: Chief Financial Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Investors:

  	
  MICRO CAP PARTNERS, L.P.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM L. EDWARDS

  	
   

  
	
   

  	
  By: Palo Alto Investors, LLC.,

  	
   

  	
   

  
	
   

  	
   

  	
  General Partner

  	
   

  
	
   

  	
   

  	
  By:  Palo
  Alto Investors, Manager

  	
   

  
	
   

  	
   

  	
  By:  William
  L. Edwards, President

  	
   

  
								



 


 


-14-