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

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 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 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.