8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 22, 2009

SUPERCONDUCTOR TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware	0-21074	77-0158076
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

460 Ward Drive, Santa Barbara, CA	93111
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (805) 690-4500

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-5.1

EX-10.1

EX-10.2

EX-99.1

Item 1.01 Entry Into a Material Definitive Agreement.

     On June 22, 2009, Superconductor Technologies Inc. (the “Company”) entered into a Placement Agent Agreement (the “Placement Agent Agreement”) with MDB Capital Group LLC (the “Placement Agent”), relating to a registered direct offering by the Company (the “Offering”) of up to 3,752,005 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). A copy of the Placement Agent Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

     In connection with the Offering, the Company also entered into a Common Stock Purchase Agreement, each dated as of June 22, 2009 (“Purchase Agreement”), with certain investors (“Purchasers”), pursuant to which the Company sold to the Purchasers an aggregate of 3,752,005 shares of Common Stock at a negotiated purchase price of $3.00 per share of Common Stock, for aggregate gross proceeds to the Company of approximately $11.26 million. A copy of the form of Purchase Agreement is attached hereto as Exhibit 10.2 and incorporated herein by reference.

     The shares of Common Stock in the Offering were offered and sold by the Company pursuant to a prospectus dated February 13, 2008 and a prospectus supplement dated June 22, 2009, pursuant to the Company’s previously effective shelf registration statement on Form S-3 (File No. 333-148115). The closing of the Offering occurred on June 23, 2009.

     The proceeds to the Company from the Offering, after deducting the fees of the Placement Agent, but before other offering expenses, are approximately $10.58 million. The Placement Agent was paid a fee equal to 6.0% of the aggregate gross proceeds raised in the Offering, or approximately $675,000.

     The foregoing summary of the Offering, the shares of Common Stock to be issued in connection therewith, the Placement Agent Agreement and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents, copies of which are attached as exhibits to this Current Report on Form 8-K.

Item 8.01 Other Events.

     On June 23, 2009, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)      EXHIBITS

5.1	Legal Opinion of Manatt, Phelps & Phillips, LLP.
10.1	Placement Agent Agreement, dated as of June 22, 2009, between Superconductor Technologies Inc. and MDB Capital Group LLC.
10.2	Form of Common Stock Purchase Agreement, dated as of June 22, 2009, between Superconductor Technologies Inc. and each purchaser (an agreement on substantially this form was signed by each purchaser).
99.1	Press release dated as of June 23, 2009 (The press release may also be found on the Company’s website at www.suptech.com on the Investor Relations page.).

SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUPERCONDUCTOR TECHNOLOGIES INC.
	(Registrant)
June 24, 2009	/s/   William J. Buchanan
(Date)	William J. Buchanan
	Controller

EX-5.1

Exhibit 5.1

June 23, 2009

Superconductor Technologies Inc.
460 Ward Drive
Santa Barbara, California 93111-2310

          Re: Registration Statement on Form S-3
Issuance of 3,752,005 Shares of Common Stock

Ladies and Gentlemen:

          We have acted as legal counsel to Superconductor Technologies Inc., a Delaware corporation (the “Company”) in connection with the proposed issuance of up to 3,752,005 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company. The Shares are included in a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2007 and amended by Amendment No.1 to Form S-3 filed with the Commission on February 12, 2008 (Registration No. 333-148115) (the “Registration Statement”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

          We have examined and reviewed only such documents, records and matters of law as we have deemed necessary or appropriate for the purpose of rendering the opinion set forth herein. Insofar as the opinion set forth herein is based on factual matters in connection with, among other things, the issuance of the Shares, which factual matters are authenticated in certificates from certain officers of the Company, we have relied on such certificates. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies.

     Based upon the foregoing and subject to the assumptions, limitations and exceptions set forth herein, we are of the opinion that as of the date hereof, the Shares have been authorized by all necessary corporate action of the Company and, when issued and delivered pursuant to the terms of the form of Common Stock Purchase Agreement filed as an exhibit to the Company’s Current Report on Form 8-K filed June 23, 2009, against the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable.  

     We express no opinion as to the applicability or effect of any laws, orders or judgments of any state or other jurisdiction other than federal securities laws and the General Corporation Law

11355 West Olympic Boulevard, Los Angeles, California 90064-1614 Telephone: 310.312.4000 Fax: 310.312.4224
Albany | Los Angeles | New York | Orange County | Palo Alto | Sacramento | San Francisco | Washington, D.C.

Superconductor Technologies Inc.
June 23, 2009
Page 2

of the State of Delaware. Further, this opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

     This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or any other document, nor is it to be filed with or furnished to any government agency or other person, without our prior written consent.

     We hereby consent to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and the prospectus supplement relating to the Shares, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed June 23, 2008. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission adopted under the Act.

Very truly yours,

/s/ Manatt, Phelps & Phillips, LLP

Manatt, Phelps & Phillips, LLP

EX-10.1

Exhibit 10.1

SUPERCONDUCTOR TECHNOLOGIES INC.

PLACEMENT AGENT AGREEMENT

June 22, 2009

MDB Capital Group LLC
401 Wilshire Boulevard, Suite 1020
Santa Monica, California 90401

Ladies and Gentlemen:

     Pursuant to the terms of the Common Stock Purchase Agreements in the form of Exhibit A attached hereto (the “Purchase Agreements”), Superconductor Technologies Inc., a Delaware corporation (the “Company”), proposes to sell to the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), an aggregate of 3,752,005 shares of Common Stock, $0.001 par value (the “Common Stock”), of the Company. The aggregate of 3,752,005 shares so proposed to be sold is hereinafter referred to as the “Shares.” Any capitalized terms used but not specifically defined herein shall have the meanings set forth in the form of Purchase Agreement attached hereto as Exhibit A. Pursuant to this Placement Agent Agreement (this “Agreement”), the Company hereby confirms its agreement with MDB Capital Group LLC (“MDB”) as follows:

     1. Agreement to Act as Placement Agent; Placement of Securities. On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement:

          (a) The Company hereby authorizes MDB to act as its exclusive agent (in such capacity, the “Placement Agent”) to solicit offers for the purchase of all or part of the Shares from the Company in connection with the proposed public offering of the Shares (the “Offering”). Until July 3, 2009, the Company shall not, without the prior consent of the Placement Agent, solicit or accept offers to purchase Shares otherwise than through the Placement Agent.

          (b) The Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase Shares has been solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to purchase any Shares for its own account and, in soliciting purchases of Shares, the Placement Agent shall act solely as the Company’s agent and not as principal.

          (c) The Company shall have the sole right to accept offers to purchase the Shares and may reject any such offer, in whole or in part. The Placement Agent shall have the

right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Shares received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein.

          (d) The purchases of the Shares by the Purchasers shall be evidenced by the execution of the Purchase Agreements.

          (e) As compensation for services rendered, on each Closing Date the Company shall pay to the Placement Agent by wire transfer of immediately available funds to an account or accounts designated by the Placement Agent, an amount equal to six percent (6%) of the gross proceeds received by the Company from the sale of the Shares on such Closing Date.

          (f) No Shares which the Company has agreed to sell pursuant to the Purchase Agreements shall be deemed to have been purchased and paid for, or sold by the Company, until such Shares shall have been delivered to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Shares to a Purchaser whose offer it has accepted, the Company shall indemnify and hold the Placement Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company.

          (g) The Placement Agent shall make reasonable efforts to obtain a communication from the Financial Industry Regulatory Authority (“FINRA”) indicating that FINRA shall have raised no objection to the fairness and reasonableness of the placement agent terms and arrangements.

     2. The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agent will be as set forth in the Purchase Agreements.

     3. Representations and Warranties of the Company. The Company hereby makes the same representations and warranties to the Placement Agent as those made to the Purchasers under the Purchase Agreements.

     4. Representations and Warranties of the Placement Agent. The Placement Agent hereby represents and warrants to the Company that it has all necessary licenses to act as Placement Agent hereunder.

     5. Covenants of the Company. The Company hereby agrees with the Placement Agent that:

          (a) The Company consents to the use by the Placement Agent of the Registration Statement and Prospectus and any issuer free writing prospectus or any amendment or supplement thereto and any issuer information used or referred to in any Permitted Free Writing Prospectus (as defined below) in connection with the Offering.

          (b) The Company will make “generally available” (as such term is described in Rule 158(b) of the Act) to its security holders and to the Placement Agent as soon as practicable, but in any event not later than twelve months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the

2

Company and the Subsidiaries which need not be audited, complying with Section 11(a) of the Act (including, at the option of the Company, Rule 158 under the Act).

          (c) The Company will take all action required in connection with the qualification of the Shares under the securities or blue sky laws of such jurisdictions as the Placement Agent may request and continue such qualification in effect so long as reasonably required; provided, the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent.

          (d) Whether or not the Offering or any of the transactions contemplated in this Agreement or the Registration Statement and Prospectus are consummated or this Agreement is terminated, to pay (i) all costs, expenses, fees and taxes incidental to and in connection with: (A) the preparing, printing, filing and distributing of the Registration Statement, any Preliminary Prospectus, the Prospectus and any issuer free writing prospectus and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (B) negotiating, printing, processing and distributing (including, without limitation, word processing and duplication costs) and delivering, each of the Preliminary Prospectus, the Prospectus and any issuer free writing prospectus and all amendments and supplements thereto (including, without limitation, financial statements and exhibits), and all other agreements, memoranda, correspondence and other documents prepared and delivered in connection herewith, (C) the preparing, issuing and delivering the Shares, (D) qualifying the Shares for offer and sale under the securities or blue sky laws of the several states and (E) furnishing such copies of the Registration Statement, any Preliminary Prospectus and the Prospectus, and all amendments and supplements thereto, as may reasonably be requested for use by the Placement Agent, (ii) all reasonable fees and expenses of the counsel, accountants and any other experts or advisors retained by the Company, (iii) all fees and expenses (including reasonable fees and expenses of counsel) of the Company in connection with approval of the Shares by the Depository Trust Company for “book-entry” transfer, (iv) any listing fees of the Shares on the NASDAQ Stock Market, (v) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Placement Agent, (vi) all fees, disbursements and out-of-pocket expenses incurred by the Placement Agent in connection with its services to be rendered hereunder including, without limitation, reasonable travel and lodging expenses, reasonable expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by any such consultants, word processing charges, messenger and duplicating services, facsimile expenses and other customary expenditures, including (subject to the following sentence) reasonable legal fees, (vii) the fees of FINRA in connection with its review of the Offering, and (viii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. The Placement Agent will not incur any costs to be reimbursed hereunder without the prior written consent of the Company; provided, at Closing, the Company shall reimburse the Placement Agent’s reasonable legal fees and expenses incurred by it in connection with the Offering, up to a maximum aggregate of $30,000; provided, further, that such reimbursement payment will fully satisfy all obligations of the Company to reimburse the Placement Agent’s legal fees for the Placement Agent’s selling efforts for the Offering

3

through and including the Closing. The parties hereto agree that there are no outstanding reimbursable expenses or fees owing to the Placement Agent in respect of prior offerings of securities by the Company.

          (e) Not to, and to ensure that no “affiliate” (as defined in Rule 501(b) of the Act) of the Company will, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Act) that would be integrated with the sale of the Shares and cause a violation of federal securities laws.

          (f) Not to, and not to authorize or permit any person acting on its behalf to, distribute any offering material in connection with the offer and sale of the Shares other than the Registration Statement, any issuer free writing prospectus permitted to be distributed and the Prospectus and any amendments and supplements thereto or to the Registration Statement and the Prospectus prepared in compliance with this Agreement.

          (g) The Company will not take and will cause its controlled affiliates (within the meaning of Rule 144 under the Act) not to take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares in violation of applicable law.

          (h) To pay all stamp, documentary and transfer taxes and other duties, if any, which may be imposed by the United States or any political subdivision thereof or taxing authority thereof or therein with respect to the issuance of the Shares or the sale thereof to the subscribers.

     6. Mutual Covenants. The Company agrees that, unless it obtains the prior written consent of the Placement Agent, and the Placement Agent agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute an issuer free writing prospectus or that would otherwise constitute a free writing prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Act. Any such free writing prospectus consented to by the Placement Agent or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an issuer free writing prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. If at any time after the date hereof any events shall have occurred as a result of which any issuer free writing prospectus, as then amended and supplemented, would conflict with the information in the Registration Statement, the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if for any other reason it shall be necessary to amend or supplement any issuer free writing prospectus, the Company agrees to notify the Placement Agent and, upon the Placement Agent’s request, to file such document and prepare and furnish without charge to the Placement Agent as many copies as the Placement Agent may from time to time reasonably

4

request of an amended or supplemented issuer free writing prospectus that will correct such conflict, statement or omission or effect such compliance.

     7. Indemnification and Contribution.

          (a) The Company agrees to indemnify and hold harmless the Placement Agent, and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities of any kind to which, jointly or severally, the Placement Agent or such controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in (A) the Registration Statement, the Prospectus or any issuer free writing prospectus, or in any amendment thereof or supplement thereto, (B) any “issuer information” used or referred to in any “free writing prospectus” (as defined in Rule 405 under the Act) used or referred to by the Placement Agent, or (C) any blue sky application or other document prepared or executed by the Company (or based upon an written information furnished by the Company) specifically for the purpose of qualifying any or all of the Shares under the securities laws of any state or other jurisdiction (the documents referred to in subclauses (A), (B) and (C) hereof being referred to collectively as the “Indemnity Documents”); or (ii) the omission or alleged omission to state in any of the Indemnity Documents a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, including any losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its obligations under the Purchase Agreements, and, subject to the provisions hereof, will reimburse, as incurred, the Placement Agent and each such controlling person for any legal or other expenses reasonably incurred by the Placement Agent or such controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action in respect thereof; provided, however, that the Company will not be liable in any such case to the extent (but only to the extent) that any such loss, claim, damage or liability resulted from any untrue statement or alleged untrue statement or omission or alleged omission made in any of the Indemnity Documents in reliance upon and in conformity with the Placement Agent Information. This indemnity agreement will be in addition to any liability that the Company may otherwise have to the indemnified parties.

          (b) The Placement Agent agrees to indemnify and hold harmless each of the Company, and its respective directors, officers and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities of any kind to which the Company or any such director, officer or controlling person may become subject under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) resulted from (i) any untrue statement or alleged untrue statement of any material fact contained in any of the Indemnity Documents, or (ii) the omission or the alleged omission to state therein a material fact required to be stated in any of the Indemnity Documents or necessary to make the statements therein not misleading, in each case to the extent (but only to the extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Placement Agent Information; and, subject to the limitation set forth

5

immediately preceding this clause, will reimburse, as incurred, any legal or other expenses incurred by the Company or any of its directors, officers or controlling persons in connection with any such loss, claim, damage, liability or action in respect thereof. This indemnity agreement will be in addition to any liability that the Placement Agent may otherwise have to such indemnified parties.

          (c) As promptly as reasonably practical after receipt by an indemnified party under this Section 7 of notice of the commencement of any action for which such indemnified party is entitled to indemnification under this Section 7, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying party (i) will not relieve such indemnifying party from any liability under paragraph (a) or (b) above unless and only to the extent it is materially prejudiced as a result thereof and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraphs (a) and (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party shall have been advised by counsel in writing that there may be one or more legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, or (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action, then, in each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties at the expense of the indemnifying party. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general allegations or circumstances, designated by the Placement Agent in the case of paragraph (a) of this Section 7 or the Company in the case of paragraph (b) of this Section 7, representing the indemnified parties under such paragraph (a) or paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party. After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable

6

for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the indemnified party may effect such a settlement without such consent.

          (d) No indemnifying party shall be liable under this Section 7 for any settlement of any claim or action (or threatened claim or action) effected without its written consent, which shall not be unreasonably withheld, but if a claim or action is settled with its written consent, or if there be a final judgment for the plaintiff with respect to any such claim or action, each indemnifying party, jointly and severally, agrees, subject to the exceptions and limitations set forth above, to indemnify and hold harmless each indemnified party from and against any and all losses, claims, damages or liabilities (and legal and other expenses as set forth above) incurred by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), effect any settlement or compromise of any pending or threatened proceeding in respect of which the indemnified party is or could have been a party, or indemnity could have been sought hereunder by the indemnified party, unless such settlement (A) includes an unconditional written release of the indemnified party, in form and substance satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of the indemnified party.

          (e) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, each indemnifying party, in order to provide for just and equitable contributions, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties, on the one hand, and the indemnified party, on the other, from the Offering or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties, on the one hand, and the indemnified party, on the other, in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits received by the Company, on the one hand, and the Placement Agent, on the other, shall be deemed to be in the same proportion as the total proceeds from the Offering (before deducting expenses) received by the Company bear to the total discounts, commissions and fees received by the Placement Agent. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Placement Agent, on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or alleged statement or omissions, and any other equitable considerations appropriate in the circumstances.

7

          (f) The Company and the Placement Agent agree that it would not be equitable if the amount of such contribution determined pursuant to the immediately preceding paragraph (e) were determined by pro rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of the immediately preceding paragraph (e). Notwithstanding any other provision of this Section 7, the Placement Agent shall not be obligated to make contributions hereunder, or make any other payments under this Section 7, that in the aggregate exceed the total discounts, commissions, fees and other compensation received by such Placement Agent under this Agreement less the aggregate amount of any damages that such Placement Agent has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of the immediately preceding paragraph (e), each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Placement Agent, and each director and officer of the Company and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.

     8. Successors; Persons Entitled To Benefit Of Agreement. This Agreement shall inure to the benefit of and be binding upon the Placement Agent, the Company, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Placement Agent Indemnified Parties and the indemnities of the Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that the Placement Agent’s responsibilities to the Company are solely contractual in nature and the Placement Agent does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

     9. Survival Of Indemnities, Representations, Warranties, Etc. The respective indemnities, covenants, agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of the Placement Agent, the Company, or any person controlling any of them and shall survive delivery of and payment for the Shares.

     10. Information Supplied by the Placement Agent. The name of the Placement Agent set forth on the front and back cover and the information within the heading “Plan of Distribution” in the Prospectus (to the extent such statements relate to the Placement Agent) (the “Placement Agent Information”) constitute the only information furnished by such Placement Agent as to itself to the Company for the purposes hereof.

8

     11. Miscellaneous.

          (a) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY THEREIN, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

          (b) EACH OF THE COMPANY HEREBY EXPRESSLY AND IRREVOCABLY (I) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS SITTING IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY; AND (II) WAIVES (A) ITS RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE PLACEMENT AGENT AND FOR ANY COUNTERCLAIM RELATED TO ANY OF THE FOREGOING AND (B) ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          (c) This Agreement may be signed in various counterparts which together shall constitute one and the same instrument.

          (d) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

          (e) If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

          (f) This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by all of the signatories hereto. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. This Agreement supersedes in full all previous oral or written agreements between the parties with respect to the subject matter hereof. There are no oral or written collateral representations, agreements, or understandings except as provided herein.

9

          (g) In the course of its services under this Agreement, the Placement Agent will have access to Confidential Information (as defined below) concerning the Company. The Placement Agent agrees that all Confidential Information will be treated by the Placement Agent as confidential in all respects. The Placement Agent hereby agrees that it and its dealers, affiliates and representatives shall: (i) use the Confidential Information solely for the purposes of its engagement hereunder; and (ii) not disclose any Confidential Information to any other party except to those Placement Agent representatives who need to know such information for the purposes of the Placement Agent’s engagement hereunder and who have been advised of such confidentiality restrictions. The term “Confidential Information” shall mean all information, whether written or oral, which is or has been disclosed by the Company or their respective affiliates, agents or representatives to the Placement Agent or any of its representatives in connection with the transactions contemplated hereby, which is not in the public domain, but shall not include: (i) information which is publicly disclosed other than by the Placement Agent in violation of this Agreement; (ii) information which is obtained by the Placement Agent from a third party that (x) has not violated, or obtained such information in violation of, any obligation to the Company or its affiliates with respect to such information, and (y) does not require the Placement Agent to refrain from disclosing such information; and (iii) information which is required to be disclosed by the Placement Agent or its outside counsel under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order of any court or governmental or regulatory body to whose supervisory authority the Placement Agent is subject; provided that, in such circumstance, the Placement Agent will give the Company prior written notice promptly following Placement Agent’s knowledge or determination of such requirement of disclosure and cooperate with the Company to minimize the scope of any such disclosure. The Placement Agent’s obligation under this section shall continue after the date of expiration, termination or completion of this Agreement or the Placement Agent’s engagement hereunder.

[Signature Page Follows]

10

Very truly yours, SUPERCONDUCTOR TECHNOLOGIES INC.
By:	/s/ Jeffrey A. Quiram
Name: Jeffrey A. Quiram
Title: President and CEO

ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN: MDB CAPITAL GROUP LLC
By:	/s/ Christopher A. Marlett
Name: Christopher A. Marlett
Title: Managing Principal

11

EXHIBIT A

FORM OF COMMON STOCK PURCHASE AGREEMENT

Exhibit A to Placement Agent Agreement

EX-10.2

Exhibit 10.2

COMMON STOCK PURCHASE AGREEMENT

     THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of June 22, 2009 by and between Superconductor Technologies Inc., a Delaware corporation (the “Company”), and ___ (the “Investor”).

RECITALS

     A. The Company and the Investor desire to enter into this transaction to purchase and sell the securities set forth herein pursuant to a currently effective shelf registration statement on Form S-3, which has at least $74,000,000 in unallocated securities registered thereunder (Registration Number 333-148115) (the “Registration Statement”), which Registration Statement has been declared effective in accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Act”), by the United States Securities and Exchange Commission (the “Commission”).

     B. The Investor wishes to purchase from the Company, and the Company wishes to sell to the Investor, upon the terms and conditions stated in this Agreement, ___ shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), at a purchase price of $3.00 per share.

     NOW, THEREFORE, the Company and the Investor hereby agree as follows:

AGREEMENT

     1. As of the Closing (as defined below) and subject to the terms and conditions hereof, the Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor ___ shares of Common Stock (the “Shares”) for a purchase price of $3.00 per share, or an aggregate purchase price of $___ (the “Purchase Price”).

     2. The completion of the purchase and sale of the Shares shall occur at a closing (the “Closing”) which is expected to occur on June 23, 2009 at or about 8:00 a.m., Los Angeles time (unless another time or date shall be agreed upon by the Company and the Investor) (the date of the Closing being referred to herein as, the “Closing Date”). At the Closing, (i) the Investor shall pay its Purchase Price to the Company for the Shares to be issued and sold to such Investor at the Closing, by wire transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) upon confirmation of receipt of such wire, unless otherwise requested by the Investor and agreed to by the Company, the Shares purchased by the Investor will be delivered by electronic book-entry at The Depository Trust Company (“DTC”), registered in the Investor’s name and address as set forth on Exhibit A and will be released by Registrar and Transfer Company, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. After the execution of this Agreement by the Investor, the Investor shall direct the broker-dealer at which the account or accounts to be credited with the Shares are maintained to set up a deposit/withdrawal at custodian (“DWAC”) instructing the Transfer Agent

1

to credit such account or accounts with the Shares. The Shares shall be free of restrictive legends.

     3. The Company has delivered to the Investor and shall file with the Commission a prospectus and prospectus supplement (collectively the “Prospectus”), which form a part of the Registration Statement, reflecting the offering of the Shares in conformity with the Act, including Rule 424(b) thereunder. The Investor agrees that such Prospectus may be delivered to it in electronic form.

     4. The offering and sale of the Shares are being made pursuant to the Registration Statement and the Prospectus. The Investor acknowledges that the Company intends to enter into agreements with certain other investors on substantially the same form of this Agreement (and at the same price per share) on or about the date hereof covering (including the Shares being issued hereunder) up to a total of 3,752,005 shares of Common Stock (the “Offering”) pursuant to the Registration Statement and the Prospectus.

     5. The Company hereby makes the following representations, warranties and covenants to the Investor:

          (a) The Company is an entity duly incorporated, validly existing and in good standing under the laws of the state of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the issuance of the Shares have been duly authorized by all necessary action on the part of the Company and no further consent or action is required by the Company, its board of directors or its shareholders. This Agreement has been (or upon delivery will be) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

          (b) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s certificate of incorporation or bylaws, (ii) subject to obtaining the Required Approvals (as defined below), conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations) and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, or by which any

2

property or asset of the Company is bound or affected except in each case of clause (ii) or (iii) such as would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operations of the Company as set forth in the Registration Statement and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the Closing Date) or materially impair the Company’s ability to perform its obligations under this Agreement (a “Material Adverse Effect”).

          (c) The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of this Agreement, other than (i) the required filing of the Prospectus and the Registration Statement, (ii) applicable state securities law filings, (iii) the required filings with the NASDAQ Stock Market (the “Trading Market”), and (iv) in all other cases, where the failure to obtain such consent, waiver, authorization or order, or to give such notice or make such filing or registration would not have a Material Adverse Effect (clauses (i), (ii) and (iii) collectively, the “Required Approvals”). The Company has obtained all the Required Approvals, except for those which will be obtained in the ordinary course prior to the Closing.

          (d) The Shares are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, encumbrances and rights of first refusal, and conform to the description of Common Stock contained in the Prospectus. The Company has reserved a sufficient number of duly authorized shares of common stock to issue all of the Shares. At the Closing, the Shares shall have been approved for quotation on the Trading Market.

          (e) The Registration Statement (including any prospectus and prospectus supplement and all information or documents incorporated by reference therein) was declared effective by the Commission on February 13, 2008. The Registration Statement is effective on the date hereof and no order preventing or suspending the use of the Registration Statement or any Prospectus has been or, to the Company’s knowledge, is intended to be issued by the Commission. The term “Registration Statement” as used in this Agreement means the Registration Statement at the time it became effective and as supplemented or amended from time to time, including all financial schedules and exhibits thereto and all documents incorporated by reference or deemed to be incorporated by reference therein. The Registration Statement, as of the time it was declared effective, and any amendments or supplements thereto as of the effective date thereof, and any prospectus included therein complied, and the Prospectus complies, as of the applicable filing date thereof, in all material respects with the requirements of the Act, and none of such Registration Statement nor any such Prospectus, nor any report, schedule, form or statement filed by the Company under the Securities Exchange Act of 1934 (the “Exchange Act”) pursuant to Sections 13(a) or 15(d) thereunder and incorporated into the Prospectus, contains or, at the time of filing with the Commission contained, any untrue statement of material fact or omits or, at the time of filing with the Commission, omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The offering, sale and issuance of the Shares to the Investor are registered under the Act by the Registration Statement, and no action taken or omitted to be taken by the Company shall cause such Shares not to be

3

freely transferable and tradable by the Investor without restriction. The Company is eligible to use Form S-3 under the Act for the registration of the issuance and sale of the Shares. The Shares are being issued as described in the Registration Statement.

          (f) The Company has not, in the twelve (12) months preceding the date hereof, received notice from the Trading Market to the effect that the Company is not in compliance with the listing or maintenance requirements thereof. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in material compliance with the listing and maintenance requirements for continued trading of the Common Stock on the Trading Market. The issuance and sale of the Shares hereunder complies in all material respects with the rules or regulations of the Trading Market.

          (g) During the 30 days prior to the date hereof, the Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Common Stock, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Common Stock, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to MDB Capital Group LLC (the “Placement Agent”) in connection with the placement of the Common Stock.

     6. The Investor hereby makes the following representations, warranties and covenants to the Company:

          (a) The Investor is purchasing the Shares for its own account, in the ordinary course of its business and the Investor has no arrangement with any person to participate in the distribution of the Shares. The Investor represents and warrants to, and covenants with, the Company that (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares, (ii) the Investor has answered all questions in the Investor Questionnaire attached as Exhibit A and the answers thereto are true and correct as of the date hereof and will be true and correct as of the Closing Date and (iii) the Investor, in connection with its decision to purchase the Shares, has reviewed the Prospectus and is relying only upon the Prospectus and the documents incorporated by reference therein and the representations and warranties of the Company contained herein.

          (b) The Investor represents that, except as set forth in response to Question 1 on Exhibit A hereof, (i) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (ii) it is not, and as of the Closing will not be, a member of the Financial Industry Regulatory Authority or an “associated person” (as such term is defined under the NASD Membership and Registration Rules Section 1011), and (iii) neither the Investor nor any group of Investors (as identified in a public filing made with the SEC) of which the Investor is a part in connection with

4

the Offering, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis.

          (c) The Investor, together with its affiliates (as that term is defined under Rule 405 of the Act) represents, warrants and agrees that, since the earlier to occur of (i) the date on which the Placement Agent first contacted such Investor about the Offering and (ii) the date of this Agreement, it has not engaged in any transactions in the securities of the Company in violation of securities laws (including, without limitation, any short sales involving the Company’s securities). The Investor covenants that it will not engage in any transactions in the securities of the Company (including short sales) prior to the time that the transactions contemplated by this Agreement are publicly disclosed. For purposes hereof, “short sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

          (d) The Investor shall not issue any press release or make any other public announcement relating to this Agreement unless (i) the content thereof is mutually agreed to by the Company and the Investor, or (ii) the Investor is advised by its counsel that such press release or public announcement is required by law. The Investor will timely make all required filings and disclosures relating to the Investor’s purchase of the Shares as may be required under the Exchange Act, if any.

          (e) The Investor has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Investor and the consummation by it of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Investor. This Agreement has been duly executed by the Investor and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity.

          (f) The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase or sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax or investment advisors as it, in its sole discretion, deems necessary or appropriate in connection with its purchase of the Shares.

          (g) The Investor hereby acknowledges that it is acting independently from any other investor (and has engaged separate legal counsel) in connection with the Offering, and that it is not acting as a member of a “group” (as such term is defined in Rule 13d of the Exchange Act) with any other investor in connection with the Offering.

5

          (h) The Investor hereby acknowledges that the Company will pay a placement agent fee to the Placement Agent of six percent (6%) of the gross proceeds of the Offering.

     7. Subject to the provisions of this Section 7, the Company will indemnify and hold the Investor and its directors, officers, shareholders, partners, members, employees and agents (each, an “Investor Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Investor Party may suffer or incur (the “Indemnified Liabilities”) as a result of or relating to any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement. The Company shall not be liable to any Investor under this provision in respect of any Indemnified Liability if such liability arises out of any misrepresentation by the Investor in Section 6 of this Agreement or actions taken by such Investor otherwise than as explicitly set forth herein. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. If any action shall be brought against any Investor Party in respect of which indemnity may be sought pursuant to this Agreement, such Investor Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing. Any Investor Party shall have the right to employ separate counsel in any such action and participate in the defense thereof (it being understood, however, that the Company shall not be liable for the expenses of more than one separate counsel (other than local counsel), reasonably approved by the Company), but the fees and expenses of such counsel shall be at the expense of such Investor Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Investor Party. The Company will not be liable to any Investor Party under this Section 7 for any settlement by an Investor Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed.

     8. The Company shall, by 9:00 a.m. (New York City time) on the day immediately following the date hereof, issue a press release, disclosing the material terms of the transactions contemplated hereby.

     9. Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to covenants, agreements, representations and warranties of the Investor contained in this Agreement.

     10. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the principles of conflicts of law.

6

     11. The Company confirms that its has not provided Investor, in the course of its review of the Company, with any information that the Company believes constitutes material non-public information.

     12. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.

[Signature Page Follows]

7

     IN WITNESS WHEREOF, the Investor and the Company have caused this Common Stock Purchase Agreement to be duly executed as of the date first written above.

“COMPANY”
SUPERCONDUCTOR TECHNOLOGIES INC.
By:
Name:	Jeffrey A. Quiram
Title:	President and CEO
“INVESTOR”
By:
Name:
Title:

Signature Page to Common Stock Purchase Agreement

EXHIBIT A

SUPERCONDUCTOR TECHNOLOGIES, INC.

INVESTOR QUESTIONNAIRE

          Pursuant to Section 6 of the Agreement, please provide us with the following information:

1.	Exceptions to the representations and warranties made in Section 6(b) (If no exceptions, write “none.” If left blank, response will be deemed to be “none.”):
2.	The exact name that your Shares are to be registered in. You may use a nominee if appropriate:
3.	The relationship between the Investor and the registered holder listed in response to item 2 above (if not the same person):
4.	The mailing address of the registered holder listed in response to item 2 above:
5.	The Social Security Number or Tax Identification Number of the registered holder listed in response to item 2 above:
6.	Name of DTC Participant (broker-dealer at which the account or accounts to be credited with the Shares are maintained); please include the name and telephone number of the contact person at the broker-dealer:
7.	DTC Participant Number:
8.	Name of Account at DTC Participant being credited with the Shares:
9.	Account Number at DTC Participant being credited with the Shares:

Exhibit A to Common Stock Purchase Agreement

EX-99.1

Exhibit 99.1

Superconductor Technologies Announces $11.26 Million Registered Direct Offering

SANTA BARBARA, Calif., June 23, 2009 — Superconductor Technologies Inc. (Nasdaq: SCON) (“STI”), a leading provider of advanced wireless solutions, innovative adaptive filtering, and world class cryogenic products for commercial and government applications, announced that certain U.S.-based institutional investors have agreed to invest $11.26 million in cash to purchase 3,752,005 million shares of STI Common Stock. STI expects to use the approximately $10.58 million in net proceeds for general working capital purposes. The closing of the offering is scheduled to occur on or around June 23, 2009. MDB Capital Group LLC acted as the sole placement agent for the offering.

A shelf registration statement relating to the securities STI intends to sell has previously been declared effective by the Securities and Exchange Commission (“SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of the base prospectus and the prospectus supplement for this offering may be obtained, when available, at the SEC’s website at www.sec.gov or from MDB Capital Group LLC at 401 Wilshire Blvd. Santa Monica, CA 90401 or by request via www.mdb.com

About Superconductor Technologies Inc. (STI)

STI, headquartered in Santa Barbara, California, has been a world leader in high temperature superconducting materials since 1987, developing more than 100 patents as well as proprietary trade secrets and manufacturing know how. STI has been providing innovative interference elimination solutions to the commercial wireless industry for more than a decade and is now pursuing emerging opportunities in the electrical grid and in equipment platforms that utilize electrical circuits. For more information about STI, please visit www.suptech.com.

Contact

Lippert / Heilshorn & Associates
Investor Relations
Cathy Mattison
+1-415-433-3777
invest@suptech.com

Forward-Looking Statements

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties, including without limitation, the risk that this offering will not close. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors which could cause actual results to differ materially from the forward-looking statements. These factors and uncertainties include: fluctuations in product demand from quarter to quarter which can be significant; the need for additional capital depending on unpredictable cash flow; STI’s ability to diversify its concentrated customer base; the impact of competitive filter products technologies and pricing; unanticipated decreases in the capital spending of wireless network operators; and manufacturing capacity constraints and difficulties.

Forward-looking statements can be affected by many other factors, including, those described in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of STI’s Annual Report on Form 10-K for 2008 and in STI’s other public filings. These documents are available online at STI’s website, www.suptech.com, or through the SEC’s website, www.sec.gov. Forward-looking statements are based on information presently available to senior management, and STI has not assumed any duty to update any forward-looking statements.