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

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%