Confidential Treatment Requested
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (this “Agreement ) is made and entered into as of July 23rd, 2003, by and between
ACTIVE POWER, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America
(“USA”), having its principal place of business at 2128 W. Braker Lane, B12, Austin, Texas 78758, USA (“Seller”), and FUJI
ELECTRIC CO., LTD., a corporation organized and existing under the laws of Japan, having its principle place of business at 11-
2, Osaki 1-chome, Shinagawa-ku, Tokyo 141-0032, Japan (“Purchaser”).
A. The Purchaser desires to continuously purchase the Products as defined in Section 1.2 below from the Seller on the
terms and conditions set forth herein so that the Purchaser will be able to use the Products for the Purchaser’s products
marketed in Japan, the People’s Republic of China, the Republic of Korea and any other country other than USA agreed upon
by the parties.
B. The Seller is willing to continuously sell the Products in Japan only to the Purchaser and grant to the Purchaser the
exclusive right to sell and distribute the Products in Japan on the terms and conditions set forth herein. Exclusive selling rights
is granted on the basis that the attached Exhibit A - Sales and Marketing Activities are completed as stated. Failure to complete
the listed activities in the sales and marketing plan may result in loss of exclusive selling rights at Seller’s discretion.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto
hereby agree as follows:
1.1 “Agreement” shall mean this Agreement, together with all exhibits attached hereto, as amended from time to time
pursuant to the terms hereof.
1.2 “Products” shall mean the products and parts therefor listed in Exhibit B, as amended from time to time.
Notwithstanding the f