Buyer Release of Liability Corporation

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					                                                                                                                                       SDK3000 Order Form
                                                                        PowerModule™ PM3000
                                                                    System Developer Kits (SDK3000)
AC   DC                                    Max. DC            Software        Max. Phase Current   Switching                              Order         Unit          Extended
Typ. Max.                 Cooling         Bus Current   Application Modules    PP1        PP2      Frequency      Part Number             Qty.          Price           Price

     PM3000 Development Kit Components (select PM3000 converters below)                                           SDK3000                         x    $8,100     =

                                                        Active Rectifier       750A      750A        3 kHz
                                                        DC-DC                  330A      330A        3 kHz
                                           1000A                                                                  PM3000M-6L10AA                  x   $39,600     =
 690 VAC
            1150 VDC




                                                        AC Voltage Source      750A      750A        3 kHz
                                                        Motor Control          750A      750A        3 kHz
                          Liquid
                        (TINLET = 50°C)    DC Bus       Active Rectifier       750A      750A        3 kHz
                                          Connection
                                                        DC-DC                  330A      330A        3 kHz
                                             Not                                                                  PM3000W-6L10AA                  x   $36,000     =
                                           Available    AC Voltage Source      750A      750A        3 kHz
                                            (N/A)       Motor Control          750A      750A        3 kHz

                                                                                                                                                      Subtotal:

                                                                                                                                          Tax (if applicable):

                                                                                                                                                         Total:




           PowerModule PM3000 System Developer Kit                                                            Purchase Order Number:
              includes the following components:                                                                      Please email order form and PO to orderforms@amsc.com

           • One or more PM3000 power converters                                                Company:
           • Software Application Modules
               —       Active Rectifier (AC - DC)                                                  Name:
               —       DC - DC
               —       AC Voltage Source (DC - AC)                                                   Title:
               —       Motor Control
           • PowerVisum™ Graphical User Interface (GUI)                                         Signature:

           • Communication hardware                                                                 Date:
               — CAN Bridge Cable
               — Ethernet to CAN Interface
 Notes:
   1. AMSC's Power Systems Terms and Conditions of Sale (version dated July 26, 2007) apply. The full text of these Terms and Conditions of Sale is on pages 2 thru 5 herein.
      Buyer's signature constitutes acceptance of these Terms and Conditions of Sale and no contrary or additional terms or conditions shall apply.


For questions contact PM3000 Sales at +1 (262) 901-6000




PM3000_SDK_Order_Ltr_0710                                                                                                                                                       Page 1 of 5
TERMS AND CONDITIONS OF SALE – AMERICAN SUPERCONDUCTOR CORPORATION

DEFINITIONS – In these Terms and Conditions of Sale, “AMSC” means American Superconductor Corporation and any parents or subsidiaries
thereof; “Buyer” means the person or company with whom the contract is made; “Work” means equipment, work, materials and/or services to be
provided by AMSC; and “Contract” shall mean the purchasing agreement/order entered into between AMSC and the Buyer.

GENERAL – Stenographic and clerical errors are subject to correction. All orders or contracts are subject to acceptance by AMSC at its general office
in Massachusetts, USA, or the location identified with the corporate signature on the quotation, regardless if taken elsewhere by a salesperson or
selling agent.

PAYMENT – Except to the extent otherwise specified by AMSC in its quotation, pro rata payments shall become due without setoff as shipments are
made. All payments shall by made by the Buyer within thirty (30) days from the date of said shipment. If AMSC consents to delay shipments after
completion of any product, payment shall become due on the date when AMSC is prepared to make shipment. In the event of any such delay, title
shall pass and products shall be held at Purchaser's risk and expense.

If Buyer’s financial condition at any time does not justify continuance of the work to be performed by AMSC hereunder on the agreed terms of
payment, AMSC may require full or partial payment in advance. In the event of Buyer’s bankruptcy or insolvency or in the event any proceeding is
brought against Buyer`, voluntarily or involuntarily, under the bankruptcy or any insolvency laws, AMSC shall be entitled to cancel any order then
outstanding at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its proper cancellation
charges. AMSC's rights under this Article are in addition to all rights available to it at law or in equity.

Amounts past due shall be subject to a service charge of 1.5% per month or portion thereof.

CREDIT – Accounts are subject to credit approval by the AMSC Credit Department and AMSC may at any time decline to make any delivery or
perform any work except on receipt of payment in cash or upon security satisfactory to such department.

PRICES – The prices herein quoted are on the goods as specified in the AMSC quotation. If changes are made in specifications, delivery, or other
terms quoted, AMSC reserves the right to adjust prices, if necessary, to cover increased cost.

SUBSIDIARIES AND AFFILIATES – This Contract may be performed, and all rights hereunder against Buyer may be enforced, in whole or in part, by
AMSC, its parent corporation or any one or more companies affiliated with AMSC.

TAXES – Prices are exclusive of taxes, and all taxes arising hereunder are the responsibility of Buyer. Any taxes which AMSC may be required to pay
or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing use or consumption of the goods
covered hereby are not included in the prices defined above and shall be for the account of the Buyer, who shall promptly pay the amount thereof to
AMSC upon demand.

DELIVERY – Delivery dates are approximate and are based upon prompt receipt of all necessary information from the Buyer. Work completed or in
process can not be deferred or extended beyond the original delivery date specified, except with AMSC’s consent and upon terms which indemnify
AMSC against loss. The terms and conditions of delivery shall be interpreted in accordance with INCOTERMS 2000 (International Commercial
Terms) and its supplements published by the International Chamber of Commerce, unless otherwise specified in the AMSC quotation.

TITLE AND RISK – Title and risk of loss or damage of work passes to the Buyer in accordance with the contract as agreed between AMSC and the
Buyer. If unstated, Work shall be delivered Ex Works, AMSC’s facility, and title and risk of loss shall pass when the Work is provided to a common
carrier.

IP RIGHTS – AMSC’s transfer of title to Work shall not be construed to transfer to Buyer any AMSC intellectual property rights and, except that
necessarily implied by law by the sale of the Work, shall not include a license to any AMSC intellectual property rights.

CHANGES – Proposed changes in the specifications, quantities, method of shipment schedule or place of delivery of goods must be provided to
AMSC in writing and may be accepted by AMSC in its discretion. Should such changes increase the cost or the time of performance, AMSC reserves
the right for a period of thirty calendar days from the acceptance of the change by AMSC to claim an equitable price adjustment from the buyer.

INSPECTION – If, upon delivery of the goods covered hereby, such goods appear not to conform to the contract, Buyer shall notify AMSC of such
conditions in writing within thirty (30) calendar days from receipt thereof and afford AMSC a reasonable opportunity to inspect the goods. No goods
shall be returned without AMSC’s consent.

LIMITED WARRANTY – AMSC warrants the Work sold by AMSC to be free from defects in material and workmanship under normal use and service
for a period of twelve (12) months from the date the Work is put into service or 18 months from the date of delivery, whichever occurs first. AMSC’s
sole obligation and Buyer’s exclusive remedy under this warranty shall be for AMSC, at its sole choice, to repair or replace parts proven to be
defective within the stated warranty period, or accept a return of the Work and provide a refund of amounts paid to AMSC for the returned Work.
Repair or replacement of parts under this warranty shall be done on an Ex Works, AMSC factory basis. Title and risk of loss or damage of Work
replaced under warranty passes to Buyer in accordance with the terms above or the Contract as agreed between AMSC and Buyer. If AMSC
determines that Work for which Buyer has requested warranty service is not eligible for warranty service for any reason, Buyer shall pay or reimburse
AMSC for all costs of investigating and responding to such request at AMSC’s then prevailing time and materials rates. The warranty for any repaired
or replaced parts shall be the balance of the 12 month warranty period.

Exclusions from Warranty - This warranty shall not apply to: Work that has been repaired or altered other than by AMSC in any way so as, in AMSC’s
judgement, to affect its reliability; Work which has been subject to misuse, negligence, or accident, or operating manual instructions/recommendations
have not been followed; Work for which recommended preventative maintenance has not been followed; material defects caused by normal wear; or
equipment that is experimental, developmental or supplied for evaluation purposes.




PM3000_SDK_Order_Ltr_0710                                                                                                                      Page 2 of 5
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES BY AMSC, EXPRESSED OR IMPLIED,
ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NONINFRINGEMENT.

FORCE MAJEURE – “Force Majeure” means causes beyond the reasonable control of AMSC or its suppliers or manufacturers, preventing or
interfering with the delivery by AMSC, including natural disaster, war (declared or undeclared), strikes, lockouts, fire, acts of terrorism, accidents,
restraints affecting shipping or credit, non-arrival or delay of carriers, short or reduced supply of fuel or raw materials or excessive costs thereof, or of
production, acts of any governmental authorities, or any other similar contingency affecting AMSC or its suppliers or manufacturers. Should Force
Majeure prevent the total or partial performance under the order, the party claiming Force Majeure shall inform the other party substantiating the
occurrence of and the nature of the contingency. AMSC is not liable for any default or delay caused by Force Majeure and may, at its option, deliver
ratably with reference to all its customers or cancel any delivery not made.

CANCELLATION – Any order or contract may be terminated by the Buyer only by written notice and upon payment of reasonable and proper
termination charges, including but not limited to all costs identified to the order or contract which have been incurred up to the date of notice of
termination. A reasonable amount for overhead and profit and any additional costs resulting from the termination and ten percent (10%) of the final
net price will be included in the termination charge to compensate for disruptions in scheduling, planned production, and other costs. Payment shall
be made within thirty (30) days from date of invoice.

INFORMATION – All information including, but not limited to, software, data, drawings, designs, specifications, photographs and sketches forwarded
by AMSC to Buyer shall be treated as confidential by Buyer and shall be used by Buyer solely for the purpose for which it is furnished. Such
information shall not be reproduced, transmitted, disclosed or used otherwise, in whole or in part, without written authorization from AMSC.

SOFTWARE – Notwithstanding any references herein to title, software provided in or with the Work is licensed and not sold. Buyer shall not copy or
modify the software and shall not transfer the software except with the transfer of the Work, provided no copy of the software is retained. Buyer
agrees to use software only as required to use the Work, that it will treat the software as AMSC’s confidential Information and not disclose it, and not
to reverse engineer, disassemble, decompile or otherwise alter the software; provided, however, that if reproduction of the code and translation of its
form are necessary to obtain the information required to achieve the interoperability of the software with other programs and if such access and use to
the code is mandated by applicable law, Buyer shall inform AMSC in writing accordingly and AMSC shall notify Buyer within twenty (20) business days
from receipt of Buyer’s request that (ii) AMSC will perform the work in order to achieve such interoperability and charge a reasonable expense
allowance for such work to Buyer, or (ii) Buyer itself is entitled to undertake those actions, but only to the extent required to achieve the interoperability
of the software with other programs.

LIMITATIONS OF LIABILITY – The total liability of AMSC (including AMSC suppliers or manufacturers), on any claim, whether in contract, tort
(including negligence), breach of warranty or otherwise, arising out of, connected with, or resulting from the manufacture, sale, storage, delivery,
resale, repair, replacement or use of any Work shall not exceed the price of the specific product or service which gives rise to the claim. AMSC’s
liability on all such claims shall expire upon the expiration of the warranty. IN NO EVENT SHALL AMSC (INCLUDING AMSC SUPPLIERS OR
MANUFACTURERS) BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL, EXEMPLARY, OR
OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE WORK OR ANY ASSOCIATED WORK,
COST OF CAPITAL, CLAIMS OF CUSTOMERS FOR SERVICE INTERRUPTIONS, AND COSTS INCURRED IN CONNECTION WITH PROCURING
SUBSTITUTE GOODS.

If AMSC furnishes Buyer with advice or other assistance which concerns any product supplied hereunder or any system or equipment in which any
such product may be installed and which is not required pursuant to this agreement, the furnishing of such advice or assistance will not subject AMSC
or their subcontractors or suppliers to any liability, whether in contract, indemnity, warranty, tort (including AMSC's negligence), strict liability or
otherwise.

LIFE SUPPORT APPLICATIONS – AMSC products are not designed, intended or authorized for use in components or systems or other applications
intended to support or sustain life, or for any other application in which the failure of the AMSC product would create a situation where personal injury
or death may occur. Should Buyer purchase or use AMSC products for any such unintended applications, Buyer shall indemnify and hold AMSC and
its officers, employees, subsidiaries, affiliates and distributors harmless against all claims, costs, damages, expenses, and reasonable attorney fees
arising out of, directly or indirectly, any claim of personal injury or death associated with such unintended or unauthorized use, even when such claim
alleges that AMSC was negligent regarding the design or manufacture of the part.

AMSC INDEMNITY - AMSC shall indemnify, defend and hold Buyer harmless against all claims, liabilities, damages, expenses, judgements and
losses (including reasonable attorneys’ fees) (“Losses”) arising from alleged infringement of any U.S. patent as a result of Buyer’s use of the Work,
provided Buyer provides to AMSC prompt written notice of any claim, reasonable assistance, and control over the negotiation, litigation, and
settlement of such claim.

In the event that a final injunction is obtained against Buyer’s use of the Work, or if in AMSC’s opinion any Work may become the subject of an
injunction, AMSC may, at its option and expense, (i) procure for Buyer the right to continue using the Work, (ii) replace of modify the Work so that it
becomes non-infringing, or (iii) accept the return of the Work and refund to Buyer the purchase price therefor as depreciated on a straight-line 5 year
basis. AMSC may withhold further shipments of any such Work.

AMSC shall not have any liability or responsibility to Buyer to the extent that any infringement or claim thereof or injunction is based upon (i) use of
Work in combination with equipment or software not supplied by AMSC where the Work would not itself be infringing, (ii) compliance with Buyer’s
designs, specifications or instructions, (iii) use of Work in an application or environment for which it was not designed or not contemplated hereunder,
(iv) use of Work in any particular application or environment if use in any other application or environment would not be infringing, (v) modifications of
Work by anyone other than AMSC, or (vi) any claims of infringement of any patent in which Buyer or any affiliate or customer of Buyer has an interest
or license.




PM3000_SDK_Order_Ltr_0710                                                                                                                             Page 3 of 5
THIS SECTION STATES AMSC’S SOLE LIABILITY FOR PATENT INFRINGEMENT FOR WHICH AMSC IS RESPONSIBLE HEREUNDER.

BUYER INDEMNITY – Buyer shall indemnify, defend and hold AMSC harmless against all Losses arising from (i) infringement or alleged infringement
of any patent, or trade secret, or other intellectual property or proprietary right as a result of AMSC’s compliance with Buyer’s designs, specifications or
instructions, (ii) claims excluded from indemnification by AMSC as et forth above; (iii) Buyer’s breach of any of its obligations hereunder(iv) Buyer’s
use and/or misuse of the Work; and (v) claims brought by Buyer’s direct or indirect customers against AMSC, excpet to the extent that AMSC has
agreed hereunder to indemnify Buyer with respect to such claim.

CONTRACT – This quotation and any sale which results therefrom shall be subject to the terms and conditions contained in this document and shall
constitute the sole contract between parties and shall supersede prior discussions and negotiations related to this matter, except that the identification
of information as confidential herein shall not be construed to supersede any prior confidentiality provisions between AMSC and Buyer with respect to
other information, and such other provisions relating to other information shall remain in full force and effect. No waiver, alteration or modification of
these terms, and no terms contained in any other purchase order, acknowledgement, or other such document from Buyer (except as it relates to the
identification, price or quantity of Work), shall be binding unless identified as an amendment hereto, in writing and signed by an executive officer of
AMSC. Any action for breach of this contract must be commenced within two (2) years after the cause of action has accrued.

GOVERNMENT CONTRACTS – In the event this Contract is for Work to be furnished by Buyer under any government contract or purchase order,
AMSC shall have all rights of Buyer that are available to Buyer under such government contract or purchase order, whether or not Buyer is a prime
contractor or supplier to the government or is a subcontractor at any tier.

SEVERABILITY – In the event that any one or more of the provisions of this agreement shall for any reason be held to be unenforceable in any
respect under the law of any state or country, such unenforceability shall not affect any other provision, and this agreement shall then be construed as
if such unenforceable provisions had never been contained herein.

NOTICES – Any notice or communication required or permitted hereunder shall be in writing and shall be deemed effective on receipt.

GOVERNING LAW – Any dispute involving these Terms and Conditions of Sale or any purchase order or contract to which they apply shall be
construed under the internal laws of the Commonwealth of Massachusetts in the United States of America. The United Nations Convention on
Contracts for International Sales of Goods shall not apply.

COMPLIANCE WITH LAW – Buyer shall comply with all applicable governmental laws, ordinances, codes, rules, regulations and orders in its
performance hereunder, and shall obtain all permits or licenses required in connection with the purchase, shipment, installation and use of any of the
Work.

EXPORT LAW - The Buyer shall be responsible for any required export/import licenses. The obligation of the Buyer to pay for the products shall not in
any manner be waived by the delay or failure to secure or renew, or by the cancellation of any required export/import licenses. Buyer agrees to
comply with United States Export Administration Regulations as in effect from time to time and will not re-export any products or data or sell, license or
otherwise distribute products or data to any party in violation of applicable regulations of the United States Department of State or Department of
Defense. Buyer agrees to obtain similar assurances from its customers. Buyer will also maintain the necessary records to comply with United States
Export Administration Regulations. Buyer agrees to indemnify and hold harmless AMSC from any and all costs and expenses incurred by AMSC as a
result of Buyer’s breach of this Section.


RIDER FOR NUCLEAR APPLICATIONS – If any Work provided hereunder is used in connection with any nuclear facility or activity, AMSC and its
suppliers shall have no liability to Buyer or its insurers for any nuclear damage or contamination, and Buyer shall indemnify AMSC against any such
liability, whether as a result of breach of contract, indemnity, warranty, tort (including AMSC's negligence), strict liability or otherwise. Buyer shall not
remove any items of Work from the plant site or otherwise transfer any interest therein without first providing AMSC with written assurance of limitation
of and protection against liability (both nuclear and non nuclear) following the proposed removal or transfer at least equivalent to that afforded to
AMSC and its suppliers under Article 8 above. Removal or transfer contrary to this provision shall, in addition to any other legal or equitable rights of
AMSC, make Buyer the indemnitor of AMSC and its suppliers to the same extent that they would have been protected had no such removal or transfer
taken place. Any AMSC's material or Work which becomes radioactive at the work site, shall, at AMSC's option, be purchased by Buyer. Any nuclear
decontamination necessary for AMSC's performance (including warranty) shall be performed by Buyer without cost to AMSC

REGULATORY LAWS AND/OR STANDARDS – AMSC makes no promise or representation that the Work will conform to any federal, state or local
laws, ordinances, regulations, codes or standards, except as particularly specified and agreed upon for compliance in writing as part of this Contract.
AMSC prices do not include the cost of any related inspections or permits, or inspection fees.

ARBITRATION – Any dispute, controversy or claim between or among the parties, arising out of or relating to this Contract and any claim based upon
or arising from an alleged tort, shall be determined by binding arbitration conducted in the English language in Boston, Massachusetts, in accordance
with, and under the arbitration rules of UNCITRAL. The arbitrator(s) may proceed to an award notwithstanding the failure of the other party to
participate in the proceedings. Discovery shall be limited to mutual exchange of relevant documents; depositions shall not be permitted unless agreed
to by both parties. The prevailing party shall be entitled to an award of reasonable attorney fees incurred in connection with the arbitration in such
amount as may be determined by the arbitrator(s). The award of the arbitrator(s) shall be the sole and exclusive remedy of the parties and shall be
enforceable in any court of competent jurisdiction, subject only to revocation on grounds of fraud or clear bias on the part of the arbitrator(s).
Notwithstanding the foregoing, AMSC may seek equitable relief in any appropriate forum.




PM3000_SDK_Order_Ltr_0710                                                                                                                           Page 4 of 5
FOR QUOTATIONS IN QUANTITY
1. The price invoiced will be determined by the quantity released per scheduled shipment without regard to the total quantity ordered or the time period
covered by the purchase order.
2. Any increase in scheduled quantity that is received within the published lead time of AMSC manufacturing facility will be priced as a separate order
or schedule release. Any decreases in quantity will be subject to cancellation charges.

ANY PURCHASE ORDER MADE BY BUYER PURSUANT TO THIS QUOTATION SHALL CONSTITUTE AN ACCEPTANCE BY THE BUYER OF ALL
TERMS AND CONDITIONS HEREIN.




PM3000_SDK_Order_Ltr_0710                                                                                                                      Page 5 of 5

				
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