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13D Filing: Viex Capital Advisors, Llc and Maxwell Technologies Inc (NASDAQ:MXWL)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
VIEX Opportunities Fund 1,230,936 1,230,936 3.8%
VIEX Special Opportunities Fund II 27,348 27,348 Less than 1%
VIEX Special Opportunities Fund III 955,181 955,181 3.0%
VIEX GP 1,230,936 1,230,936 3.8%
VIEX Special Opportunities GP II 27,348 27,348 Less than 1%
VIEX Special Opportunities GP III 955,181 955,181 3.0%
VIEX Capital Advisors 2,213,465 2,213,465 6.9%
Eric Singer 2,213,465 2,213,465 6.9%

Page 1 of 18 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Maxwell Technologies, Inc.

(Name
of Issuer)

Common Stock, $0.10 par value per share

(Title of Class of Securities)

577767106

(CUSIP Number)

ERIC SINGER

VIEX
Capital Advisors, LLC

825 Third Avenue, 33rd Floor

New York, New York 10022

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

April 10, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Opportunities Fund, LP – Series One*
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,230,936
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,230,936
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,936
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
PN

*This Series One is part of a series of VIEX Opportunities Fund, LP, a series
limited partnership.

2

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Page 3 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Special Opportunities Fund II, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 27,348
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
27,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
PN
3

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Page 4 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Special Opportunities Fund III, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 955,181
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
955,181
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,181
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
PN
4

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Page 5 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX GP, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,230,936
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
1,230,936
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,230,936
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON
OO
5

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Page 6 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Special Opportunities GP II, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 27,348
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
27,348
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,348
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14 TYPE OF REPORTING PERSON
OO
6

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Page 7 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Special Opportunities GP III, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 955,181
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
955,181
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
955,181
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
OO
7

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Page 8 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
VIEX Capital Advisors, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,213,465
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,213,465
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,465
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IA
8

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Page 9 of 18 – SEC Filing

1 NAME OF REPORTING PERSON
Eric Singer
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,213,465
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
2,213,465
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,213,465
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON
IN
9

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Page 10 of 18 – SEC Filing

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by each of Series One, VSO II and VSO III were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in
Schedule A, which is incorporated by reference herein.

The aggregate purchase
price of the 1,230,936 Shares beneficially owned by Series One is approximately $6,103,593, including brokerage commissions.

The aggregate purchase
price of the 27,348 Shares beneficially owned by VSO II is approximately $120,713, including brokerage commissions.

The aggregate purchase
price of the 955,181 Shares beneficially owned by VSO III is approximately $5,314,647, including brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is hereby amended
to add the following:

On April 10, 2017,
the Reporting Persons entered into an agreement (the “Agreement”) with the Issuer. Pursuant to the Agreement, the Issuer
agreed, promptly following the execution of the Agreement, to nominate and appoint John Mutch to serve as a Class III director
of the Issuer with a term expiring at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”). The Board
and the appropriate committee(s) of the Board also agreed to nominate Mr. Mutch and one incumbent director for election at the
2017 Annual Meeting for terms expiring at the 2020 Annual Meeting of Stockholders. Following the conclusion of the 2017 Annual
Meeting, the Issuer agreed to cause the Board to decrease its size to eight members and fix the size of the Board at eight through
the Standstill Period (as defined below). To the extent Mr. Mutch is not appointed to the Board by April 13, 2017, the Issuer has
agreed to extend the deadline for properly presented stockholder proposals, including director nominations, for the 2017 Annual
Meeting until the date Mr. Mutch, or his replacement, is appointed. Mr. Mutch will be appointed to the Issuer’s Strategic
Alliance and Review committee of the Board.

The Reporting Persons
have agreed not to (1) nominate or recommend for nomination any person for election at the 2017 Annual Meeting, directly or indirectly,
(2) submit any proposal for consideration at, or bring any other business before, the 2017 Annual Meeting, directly or indirectly,
or (3) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2017 Annual Meeting,
directly or indirectly. The Reporting Persons have also agreed to vote all Shares they beneficially own at the 2017 Annual Meeting
in favor of the Issuer’s nominees for election and in accordance with the Board’s recommendations with respect to the
other proposals to be brought before the meeting unless the recommendations of both Institutional Shareholder Services Inc. and
Glass Lewis & Co., LLC differ from the Board’s recommendation with respect to such other proposals.

10

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Page 11 of 18 – SEC Filing

The Reporting Persons
have also agreed to certain customary “standstill provisions” from the date of this Agreement until the date that is
ten (10) business days prior to the deadline for the submission of stockholder proposals for the 2018 Annual Meeting of Stockholders
pursuant to the Bylaws (the “Standstill Period”).

The foregoing description
of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 99.1
hereto.

Item 5. Interest in Securities of the Issuer.

Items 5(a)-(c) are
hereby amended and restated to read as follows:

The aggregate percentage
of Shares reported owned by each Reporting Person is based upon 32,270,725 Shares outstanding, which is the total number of Shares
outstanding as of February 22, 2017, as reported in the Issuer’s Annual Report on Form 10-K for the year ended December 31,
2016, filed with the Securities and Exchange Commission on March 1, 2017.

A. Series One
(a) As of the close of business on April 10, 2017, Series One may be deemed to beneficially own 1,230,936
Shares.

Percentage: Approximately
3.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,230,936

3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,230,936

(c) The transactions in the Shares by Series One during the past 60 days are set forth in Schedule
A and are incorporated herein by reference.
B. VSO II
(a) As of the close of business on April 10, 2017, VSO II may be deemed to beneficially own 27,348
Shares.

Percentage: Less than
1%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 27,348
3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 27,348

(c) The transactions in the Shares by VSO II during the past 60 days are set forth in Schedule A and
are incorporated herein by reference.
C. VSO III
(a) As of the close of business on April 10, 2017, VSO III beneficially owned 955,181 Shares.

Percentage: Approximately
3.0%

11

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Page 12 of 18 – SEC Filing

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 955,181
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 955,181
(c) The transactions in the Shares by VSO III during the past 60 days are set forth in Schedule A and
are incorporated herein by reference.
D. VIEX GP
(a) VIEX GP, as the general partner of Series One, may be deemed the beneficial owner of the 1,230,936
Shares that may be deemed to be beneficially owned by Series One.

Percentage: Approximately
3.8%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,230,936
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,230,936
(c) VIEX GP has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of Series One during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
E. VSO GP II
(a) VSO GP II, as the general partner of VSO II, may be deemed the beneficial owner of the 27,348 Shares
that may be deemed to be beneficially owned by Series One.

Percentage: 0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 27,348
3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 27,348

(c) VSO GP II has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of VSO II during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
F. VSO GP III
(a) VSO GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 955,181
shares owned by VSO III.

Percentage: Approximately
3.0%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 955,181
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 955,181
12

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Page 13 of 18 – SEC Filing

(c) VSO GP III has not entered into any transactions in the Shares during the past 60 days. The transactions
in certain securities on behalf of VSO III during the past 60 days are set forth in Schedule A and are incorporated herein by reference.
G. VIEX Capital
(a) VIEX Capital, as the investment manager of Series One, VSO II and VSO III, may be deemed the beneficial
owner of the (i) 1,230,936 Shares that may be deemed to be beneficially owned by Series One; (ii) 27,348 Shares that may be deemed
to be beneficially owned by VSO II; and (iii) 955,181 Shares that may be deemed to be beneficially owned by VSO III.

Percentage: Approximately
6.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,213,465
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 2,213,465
(c) VIEX Capital has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of Series One, VSO II and VSO III during the past 60 days are set forth in Schedule A and are incorporated
herein by reference.
H. Eric Singer
(a) Mr. Singer, as the managing member of VIEX GP, VSO GP III and VIEX Capital, may be deemed the beneficial
owner of the (i) 1,230,936 Shares that may be deemed to be beneficially owned by Series One; (ii) 27,348 Shares that may be deemed
to be beneficially owned by VSO II; and (iii) 955,181 Shares that may be deemed to be beneficially owned by VSO III.

Percentage: Approximately
6.9%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 2,213,465
3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,213,465

(c) Mr. Singer has not entered into any transactions in the Shares during the past 60 days. The transactions
in the Shares on behalf of Series One, VSO II and VSO III during the past 60 days are set forth in Schedule A and are incorporated
herein by reference.

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims beneficial
ownership of such Shares except to the extent of his or its pecuniary interest therein.

13

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Page 14 of 18 – SEC Filing

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

Item 4 is incorporated
herein by reference.

Series One has sold
short in over the counter market American-style put options, referencing 62,300 Shares, which have an exercise price of $5.00 per
Share and expire on September 15, 2017. VSO II has sold short in over the counter market American-style put options, referencing
951,400 Shares, which have an exercise price of $5.00 per Share and expire on September 15, 2017. VSO III has sold short in over
the counter market American-style put options, referencing 32,500 and 100,000 Shares, which each have an exercise price of $5.00
per Share and expire on June 16, 2017 and September 15, 2017, respectively. The Reporting Persons do not have any control over
the exercise of the aggregate put options, and as such, are not deemed to beneficially own the aggregate 1,146,200 Shares underlying
the put options.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby
amended to add the following exhibit:

99.1 Agreement dated April 10, 2017 by and among Maxwell Technologies, Inc., VIEX Capital Advisors, LLC
and the other parties signatory thereto.
14

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Page 15 of 18 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: April 10, 2017

VIEX Opportunities Fund, LP – Series One
By: VIEX GP, LLC
General Partner
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX GP, LLC
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX Special Opportunities Fund II, LP
By: VIEX Special Opportunities GP II, LLC
General Partner
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX Special Opportunities GP II, LLC
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX Special Opportunities Fund III, LP
By: VIEX Special Opportunities GP III, LLC
General Partner
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
VIEX Special Opportunities GP III, LLC
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
15

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Page 16 of 18 – SEC Filing

VIEX Capital Advisors, LLC
By: /s/ Eric Singer
Name: Eric Singer
Title: Managing Member
/s/ Eric Singer
Eric Singer
16

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Page 17 of 18 – SEC Filing

SCHEDULE A

Transactions in the Securities
During the Past 60 days

Nature of Transaction

Securities

 Purchased/(Sold)

Price Per
Share ($)
Date of
Purchase/Sale

VIEX OPPORTUNITIES
FUND, LP – SERIES ONE

Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (100) 0.4790 02/14/2017
Sale of Common Stock (99,975) 5.6439 03/17/2017
Sale of Common Stock (89,185) 5.6283 03/17/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (23) 0.2896 03/17/2017

VIEX SPECIAL
OPPORTUNITIES FUND II, LP

Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (516) 0.5500 02/27/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (5,000) 0.5500 02/28/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (121) 0.5500 03/01/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (50) 0.3180 03/02/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (200) 0.4000 03/03/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (1,000) 0.4500 03/10/2017
Sale of Common Stock (2,412) 5.6439 03/17/2017
Sale of Common Stock (2,152) 5.6283 03/17/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (327) 0.2896 03/17/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (700) 0.2500 03/31/2017

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Page 18 of 18 – SEC Filing

VIEX SPECIAL
OPPORTUNITIES FUND III, LP

Sale of Common Stock (84,257) 5.6439 03/17/2017
Sale of Common Stock (75,163) 5.6283 03/17/2017
Short Sale of September 2017 Put Options ($5.00 Strike Price)1 (1,000) 0.3000 04/04/2017

1 Represents American-Style put option sold short
in the over-the counter market. The put options expire on September 15, 2017.

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