0001181431-05-020680 Sample Contracts

Warrant No. ____
Warrant Agreement • April 5th, 2005 • American Superconductor Corp /De/ • Motors & generators • Delaware

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITES ACT"). EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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SETTLEMENT AGREEMENT
Settlement Agreement • April 5th, 2005 • American Superconductor Corp /De/ • Motors & generators • Delaware

This Settlement Agreement (the "Agreement") is made as of this 4th day of April, 2005, by and between TM Capital Corp. ("TM Capital"), a Delaware corporation, and American Superconductor Corporation ("American Superconductor"), a Delaware corporation.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2005 • American Superconductor Corp /De/ • Motors & generators • Delaware

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 4, 2005, by and among American Superconductor Corporation, a Delaware corporation (the "Company"), and TM Capital Corp. (together with its affiliates, the "Initial Holder").

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