COMMON STOCK PURCHASE AGREEMENT

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

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

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 supplemen