REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of February 3, 2005, by and
among Active Power, Inc., a Delaware corporation (the “ Company ”), and the purchasers signatory hereto (each such
purchaser, a “ Purchaser ” and collectively, the “ Purchasers ”).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the
Company and the Purchasers (the “ Purchase Agreement ”).
The Company and the Purchasers hereby agree as follows:
1. Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall
have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the
“ Advice ” shall have the meaning set forth in Section 6(d).
“ Effectiveness Date ” means, with respect to the Registration Statement required to be filed hereunder, the earlier of
(a) the 90 th calendar day following the date of the Purchase Agreement (120 th calendar day if the Registration Statement is
reviewed by the Commission) and (b) the fifth Trading Day following the date on which the Company is notified by the
Commission that the Registration Statement will not be reviewed or is no longer subject to further review and comments.
“ Effectiveness Period ” shall have the meaning set forth in Section 2(a).
“ Event ” shall have the meaning set forth in Section 2(b).
“ Event Date ” shall have the meaning set forth in Section 2(b).
“ Filing Date ” means, with respect to the Registration Statement required to be filed hereunder, the 10 th calendar day
following the date on which the Company files its Form 10-K for the fiscal year ending December 31, 2004, but in no event
later than April 10, 2005.
“ Holder ” or “ Holders ” means the holder or holders, as the case may be, from time to time of Registrable Securities.