AMERICAN SUPERCONDUCTOR CORPORATION
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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THIS AMENDMENT NO. 1, executed as of January 29, 1999, is made to the
RIGHTS AGREEMENT, dated as of October 30, 1998 (the "Agreement"), between
American Superconductor Corporation, a Delaware corporation (the "Company"), and
American Stock Transfer & Trust Company, a New York corporation, as Rights Agent
(the "Rights Agent").
In accordance with the provisions of Section 27 of the Agreement, the
Agreement is hereby amended by deleting Section 23(c) thereof in its entirety.
This Amendment may be executed in any number of counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
Attest: AMERICAN SUPERCONDUCTOR
CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Manager of Financial Reporting Title: Chief Financial Officer
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Attest: AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Assistant Secretary Title: Vice President
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