STOCK PURCHASE AGREEMENT

by and between

MAXWELL TECHNOLOGIES, INC.

and

SDIC FUND MANAGEMENT CO., LTD.

dated as of April 10, 2017

ARTICLE I. DEFINITIONS     

1.1 Definitions     

ARTICLE II. PURCHASE AND SALE     

2.1 Closing.     

2.2 Closing Deliveries.     

ARTICLE III. REPRESENTATIONS AND WARRANTIES     

3.1 Representations and Warranties of the Company     

3.2 Representations and Warranties of the Purchaser     

ARTICLE IV. OTHER AGREEMENTS OF THE PARTIES     

4.1 Transfer Restrictions.     

4.2 Furnishing of Information     

4.3 Integration     

4.4 Securities Laws Disclosure; Publicity     

4.5 Confidentiality     

4.6 Use of Proceeds.     

4.7 CFIUS     

4.8 Supplements to Disclosure Schedule.     

4.9 Principal Trading Market Listing     

4.10 Delivery of Shares at Closing     

4.11 Exclusive Dealing     

4.12 Conduct of Business     

ARTICLE V. CONDITIONS PRECEDENT TO CLOSING     

5.1 Conditions Precedent to the Obligations of the Purchaser to Purchase Shares     

5.2 Conditions Precedent to the Obligations of the Company to sell Shares     

ARTICLE VI. MISCELLANEOUS     

6.1 Fees and Expenses     

6.2 Entire Agreement     

6.3 Notices     

6.4 Amendments; Waivers; No Additional Consideration     

6.5 Construction     

6.6 Successors and Assigns     

6.7 No Third-Party Beneficiaries     

6.8 Governing Law     

6.9 Survival     

6.10 Execution     

6.11 Severability     

6.12 Replacement of Shares     

6.13 Remedies     

6.14 Payment Set Aside     

6.15 Adjustments in Share Numbers and Prices     

6.16 Termination     

6.17 Effect of Termination; Termination Fee     

6.18 No Recourse     

6.19 Waiver of Conflicts     

EXHIBITS :

A-1:    Accredited Investor Questionnaire     

A-2:    Stock Certificate Questionnaire

B:    Principal Shareholder Agreement

C:    Registration Rights Agreement

D:    Form of Opinion of Company Counsel

E:    Form of Secretary’s Certificate

F:    Form of Company’s Compliance Certificate

G:     Form of Purchaser’s Compliance Certificate

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”) is dated as of April 10, 2017 by and between Maxwell Technologies, Inc., a Delaware corporation (the “ Company ”), and SDIC Fund Management Co., Ltd., a limited liability company organized under the laws of the Peoples’ Republic of China (including its successors and assigns, “ Purchaser ”).

RECITALS

A.    The Company and Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Regulation D of the Securities Act (“ Regulation D ”), as promulgated by the United States Securities and Exchange Commission (the “ Commission ”) under the Securities Act and exemption from applicable state securities laws.

B.    Purchaser wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 7,365,507 shares of common stock, par value $0.10 per share (the “ Common Stock ”), of the Company (such purchased shares, the “ Shares ”), subject to adjustment as set forth in Section 2.1(a) below.

C.    The closing of the sale and purchase of the Shares shall be subject to, among other things, approval by the Committee on Foreign Investment in the United States (“ CFIUS ”) under the Exon-Florio Amendment to the Defense Production Act of 1950, 50 U.S.C. § 4565, as amended (“ Exon-Florio ”), as more fully described below.

D.    Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering the (i) Registration Rights Agreement, pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws; and (ii) the Principal Shareholders Agreement, pursuant to which, among other things, the Purchaser will agree to certain trading restrictions related to the Shares and the Common Stock and certain rights to appoint a director to the Board of Directors.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE I.
DEFINITIONS

1.1      Definitions . In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1.1 :

“ Acquisition Proposal ” means, other than with respect to the transactions contemplated by this Agreement, any bona fide offer or proposal made by any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) relating to or providing for, in any single transaction or series of related transactions, directly or indirectly, (A) any acquisition or purchase, including by means of the acquisition of capital stock of any Subsidiary, of (x) assets or properties that constitute fifty percent (50%) or more of the assets and properties (based on fair market value) of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction, (y) assets of the Company and its Subsidiaries representing fifty percent (50%) or more of the consolidated net revenues or consolidated net income of the Company and its Subsidiaries, (z) beneficial ownership, or the right to acquire beneficial ownership, of fifty percent (50%) or more of any class of equity or voting securities of the Company or a majority of any class of equity or voting securities of a Subsidiary whose assets, individually or in the aggregate, constitute fifty percent (50%) or more of the consolidated assets of the Company (based on fair market value), (B) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person or “group” beneficially owning fifty percent (50%) or more of any class of equity or voting securities of the Company or a majority of any class of equity or voting securities of a Subsidiary of the Company whose assets, individually or in the aggregate, constitute fifty percent (50%) or more of the consolidated assets of the Company (based on fair market value), (C) any issuance or sale or other disposition by the Company of equity interests representing fifty percent (50%) or more of the aggregate voting power of the then-outstanding shares of Common Stock or (D) any other structured transaction having a similar effect to those described in the foregoing clause (A) through (C).

“ Action ” means any action, claim, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation against the Company, any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee, in each case, before or by any Governmental Authority.

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person.

“ Agreement ” has the meaning set forth in the Preamble.

“ Board of Directors ” means the board of directors of the Company.

“ Bribery Act ” has the meaning set forth in Section 3.1(m)(ii) .

“ Burdensome Condition ” has the meaning set forth in Section 4.7 .

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banking institutions in the City of San Diego, California, or the Hong Kong Special Administrative Region of the People’s Republic of China, or Beijing, the People’s Republic of China, are authorized or required by law or other governmental action to be closed.

“ CFIUS ” has the meaning set forth in the Recitals.

“ CFIUS Approval ” means either (a) a written notice shall have been issued by CFIUS that it has concluded that the transactions contemplated by this Agreement do not constitute “covered transactions”

and are not subject to review under Exon-Florio, (b) a written notice shall have been issued by CFIUS stating that it has determined that there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement and that it has concluded all action under Exon-Florio, or (c) in the event that CFIUS has sent a report to the President of the United States requesting the decision of the President of the United States pursuant to Exon-Florio, the President of the United States shall have announced his decision not to take any action to suspend or prohibit the transactions contemplated by this Agreement or the Purchaser’s ownership of the Shares.

“ Closing ” means the closing of the purchase and sale of the Shares pursuant to this Agreement.

“ Closing Date ” has the meaning set forth in Section 2.1(b) .

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Commerce ” has the meaning set forth in Section 3.1(ee) .

“ Commission ” has the meaning set forth in the Recitals.

“ Common Stock ” has the meaning set forth in the Recitals, and also includes any other class of securities into which the Common Stock may hereafter be reclassified or changed.

“ Common Stock Equivalents ” means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock.

“ Company ” has the meaning set forth in the Preamble.

“ Company Capitalization Date ” has the meaning set forth in Section 3.1(g)(i) .

“ Company Counsel ” means DLA Piper LLP (US).

“ Company Deliverables ” has the meaning set forth in Section 2.2(a).

“ Company Equity Award ” has the meaning set forth in Section 3.1(g)(ii) .

“ Company Equity Plans ” has the meaning set forth in Section 3.1(g)(i) .

“ Company Equity Schedule ” has the meaning set forth in Section 3.1(g)(ii) .

“ Company’s Knowledge ” means with respect to any statement made to the Company’s Knowledge, that the statement is based upon the actual knowledge after reasonable inquiry of the executive officers of the Company having responsibility for the matter or matters that are the subject of the statement.

“ Company Related Parties ” means, collectively, the Company and its Subsidiaries and any of their respective former, current or future shareholders, managers, members, directors, officers, employees, agents, advisors, other representatives or successors or assignees of any of the foregoing.

“ Confidentiality Agreement ” has the meaning set forth in Section 3.2(h) .

“ Contract ” means any agreement, understanding, arrangement, contract, commitment, letter of intent, or other instrument or obligation (whether oral or written), and any amendments thereto.

“ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Covered SEC Reports ” has the meaning set forth in Section 3.1(k) .

“ Definitive Transaction Agreement ” means any written acquisition agreement, merger agreement or similar definitive agreement or a letter of intent or agreement in principle with respect thereto (other than a confidentiality agreement).

“ Delaware Courts ” means the state and federal courts sitting in the City of Wilmington, state of Delaware.

“ Disclosure Schedules ” has the meaning set forth in Section 3.1 .

“ Draft Voluntary Notice ” has the meaning set forth in Section 4.7 .

“ DTC ” has the meaning set forth in Section 4.1(c) .

“ Effect ” means any event, circumstance, development, state of facts, occurrence, effect or change .

“ Effective Date ” means the date on which the initial Registration Statement filed by the Company pursuant to the Registration Rights Agreement is first declared effective by the Commission.

“ Environmental Laws ” has the meaning set forth in Section 3.1(z) .

“ Evaluation Date ” has the meaning set forth in Section 3.1(r) .

“ Exon-Florio ” has the meaning set forth in the Recitals.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Expense Reimbursement ” has the meaning set forth in Section 6.1 .

“ FCPA ” has the meaning set forth in Section 3.1(m)(ii) .

“ Financing Proposal ” means, other than with respect to the transactions contemplated by this Agreement, any offer or proposal made by any Person or “group” (within the meaning of Section 13(d) of the Exchange Act) relating to or providing for, in any single transaction or series of related transactions, directly or indirectly, (A) the purchase of beneficial or record ownership of the Company’s securities or any securities of its Subsidiaries, or (B) any merger, consolidation, share exchange, business combination, joint venture, reorganization, recapitalization or other similar transaction involving the Company or any of its Subsidiaries, in each case of the foregoing clauses (A) and (B), the primary purpose of which is to raise additional capital for the Company and/or its Subsidiaries, or (C) any other transaction having a similar effect to those described in the foregoing clauses (A) and (B), the primary purpose of which is to raise additional capital for the Company and/or its Subsidiaries.

“ GAAP ” means U.S. generally accepted accounting principles, as applied by the Company consistently over the relevant periods.

“ Governmental Authority ” means any United States federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, securities exchange, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body

“ Government Official ” means (a) any official, officer, employee, or other Representative of, or any person acting in an official capacity for or on behalf of, any Governmental Authority, (b) any political party or party official or candidate for public office, (c) a Politically Exposed Person as defined by the Financial Action Task Force or Groupe d’action Financière sur le Blanchiment de Capitaux or any (d) company, business, enterprise or other entity controlled by any person described in the foregoing clause (a), (b) or (c) of this definition.

“ Indebtedness ” means any principal, interest, premiums, fees, indemnifications, reimbursement, penalties, damages and other liabilities payable under the documentation governing any such indebtedness, in respect of all indebtedness of the Company and its Subsidiaries for money borrowed from third parties, including (i) any obligation of, or any obligation guaranteed by, the Company or any of its Subsidiaries for the repayment of borrowed money or any deferred payment obligations other than trade accounts payable in the ordinary course, in each case, whether or not evidenced by bonds, debentures, notes or other instruments, (ii) all indebtedness of the Company and its Subsidiaries due and owing with respect to any letters of credit, surety bond, or performance bond, or (iii) the obligation of the Company or any of its Subsidiaries under interest rate and currency swaps, caps, floors, collars or similar agreements or arrangements intended to protect the Company and its Subsidiaries against fluctuations in interest or currency rates.

“ Intellectual Property Rights ” has the meaning set forth in Section 3.1(n) .

“ Irrevocable Transfer Agent Instructions ” has the meaning set forth in Section 4.1(d) .

“ Lien ” means any lien, charge, claim, encumbrance, security interest, right of first refusal, option, preemptive right or other restriction of any kind.

“ Material Adverse Effect ” means any Effect that, individually or in the aggregate, is or would be reasonably expected to be materially adverse to the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided , however , that any Effect attributable to any of the following shall not constitute, and shall not be taken into account in determining whether there has been, a Material Adverse Effect: (i) the announcement or pendency of this Agreement or the transactions contemplated by this Agreement, or otherwise contemplated by or resulting from the terms of this Agreement; (ii) changes in general economic, securities, financial, banking or currency exchange markets in the geographic markets in which the Company and its Subsidiaries operate; (iii) any generally applicable changes in applicable Laws or regulations, or changes in GAAP; (iv) any hostilities, acts of war, armed hostilities or acts of terrorism, or any natural disasters; (v) changes in political or civil conditions in any jurisdiction in which the Company and its Subsidiaries operate; or (vi) any decrease in the market price or any decline in the trading volume of the Common Stock (it being understood that the causes underlying such change in market price or trading volume (other than those in items (i) to (iv) above) may be taken into account in determining whether a Material Adverse Effect has occurred); other than, with respect to clauses (i) through (v) of this proviso, changes that disproportionately and adversely impact the Company and its Subsidiaries relative to other companies in the industries in which the Company and its Subsidiaries operate.

“ Material Contract ” means any Contract which the Company or any of its Subsidiaries is a party to or bound by that (a) provides for aggregate payments from or receipt by the Company or any of its Subsidiaries of more than USD $250,000 during the most recently completed fiscal year or over the remaining term of such Contract, (b) that constitutes a joint venture or partnership agreement or similar arrangement that is material to the business of the Company and its Subsidiaries, taken as a whole, (c) that constitutes any stockholder agreement, voting agreement or other Contract granting any Person the right to exercise Control over the Company or any of its Subsidiaries, (d) that constitutes a Contract with a Material Customer or Material Supplier, (e) that constitutes a Contract relating to Intellectual Property Rights, (f) involves Indebtedness of the Company or any of its Subsidiaries, (g) that constitutes a research and development agreement, (h) that involves the future disposition or acquisition of assets or properties involving consideration of more than $250,000, individually or in the aggregate, or any merger, consolidation or similar business combination transaction, whether or not enforceable, or that relates to the acquisition or disposition by the Company or any of its Subsidiaries of any operating business or the capital stock or other equity interests of any other Person pursuant to which the Company or any of its Subsidiaries has continuing obligations as of the date hereof, or (i) has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

“ Material Customer ” shall mean each of the five (5) largest customers, distributors or resellers of the Company and its Subsidiaries in 2016, on a consolidated basis, in terms of the amount of revenues.

“ Material Supplier ” shall mean the five (5) largest suppliers of the Company and its Subsidiaries in 2016 in terms of total value of goods and services purchased by the Company and its Subsidiaries, on a consolidated basis, or any supplier that is a sole-source supplier.

“ NASDAQ ” means the NASDAQ Global Market.

“ OFAC ” has the meaning set forth in Section 3.1(ee) .

“ Other Anticorruption Laws ” has the meaning set forth in Section 3.1(m)(ii) .

“ Outside Date ” has the meaning set forth in Section 6.16(b)(ii) .

“ Owned IP ” or “ Owned Intellectual Property Rights ” means all Intellectual Property Rights owned (or purported to be owned) by the Company or any of its Subsidiaries.

“ Permits ” has the meaning set forth in Section 3.1(m).

“ Permitted Liens ” means (i) statutory Liens for Taxes, assessments or other charges by Governmental Authorities not yet due and payable or the amount or validity of which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, (ii) mechanics’, materialmen’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlords’ and similar Liens granted or which arise in the ordinary course of business for amounts not yet due and payable, (iii) pledges or deposits by the Company or any of its Subsidiaries under workmen’s compensation Laws, unemployment insurance Laws or similar legislation, or as security for contested Taxes, in each case incurred or made in the ordinary course of business, (iv) Liens securing Indebtedness of the Company or its Subsidiaries outstanding on the date hereof under that certain Loan and Security Agreement between the Company and East West Bank, dated July 3, 2015, as subsequently amended, (v) non-exclusive licenses granted to third parties in the ordinary course of business by the Company or any of its Subsidiaries, (vi) easements, rights-of-way, encroachments, restrictions, conditions and other similar Liens incurred or suffered in the ordinary course of business and which, individually and in the aggregate, would not reasonably be expected to

materially impair the use and operation of the applicable real property to which they relate in the conduct of the business of the Company and its Subsidiaries as currently conducted, (vii) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over such real property, (viii) Liens placed by any developer, landlord, owner or other third party on real property over which the Company or any of its Subsidiaries has leasehold or easement rights and subordination, non-disturbance or similar agreements relating thereto, and (ix) Liens created by or through the actions of the Purchaser or any of its Affiliates.

“ Per Share Purchase Price ” means the per unit Share price equal to USD $6.32.

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity not specifically listed herein.

“ Principal Shareholder Agreement ” means the shareholder agreement, dated the date hereof, between the Company and the Purchaser, in the form attached hereto as Exhibit B .

“ Principal Trading Market ” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of the date of this Agreement is, and as of the Closing Date shall be, NASDAQ.

“ Proceeding ” means any action, claim, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation, in each case, before or by any Governmental Authority.

“ Purchaser ” has the meaning set forth in the Recitals.

“ Purchaser Deliverables ” has the meaning set forth in Section 2.2(b) .

“ Purchaser Related Parties ” means, collectively, the Purchaser or any of its or its Affiliates’ respective, direct or indirect, former, current or future general or limited partners, shareholders, managers, members, directors, officers, employees, agents, advisors, other representatives or successors or assignees of any of the foregoing.

“ Recall ” shall mean any product recall or post sale warning or similar action.

“ Registration Rights Agreement ” means the Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, in the form of Exhibit C attached hereto.

“ Registration Statement ” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Shares.

“ Regulation D ” has the meaning set forth in the Recitals.

“ Representatives ” has the meaning set forth in Section 4.11 .

“ Required Approvals ” has the meaning set forth in Section 3.1(e) .

“ Restricted Stock ” has the meaning set forth in Section 3.1(g)(i) .

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“ RSAs ” has the meaning set forth in Section 3.1(g)(i) .

“ RSUs ” has the meaning set forth in Section 3.1(g)(i) .

“ Sanctioned Country ” has the meaning set forth in Section 3.1(ee) .

“ Sanctioned Person ” has the meaning set forth in Section 3.1(ee) .

“ Sarbanes-Oxley Act ” has the meaning set forth in Section 3.1(r) .

“ SEC Reports ” has the meaning set forth in Section 3.1(h) .

“ Secretary’s Certificate ” has the meaning set forth in Section 2.2(a)(iii) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Shares ” has the meaning set forth in the Recitals.

“ Short Sales ” means all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“ State Department ” has the meaning set forth in Section 3.1(ee) .

“ Stock Options ” has the meaning set forth in Section 3.1(g)(i) .

“ Subscription Amount ” means the aggregate amount to be paid for the Shares purchased hereunder based on the aggregate amount of Shares purchased multiplied by the Per Share Purchase Price, which shall be USD $46,550,004.24, subject to adjustment in accordance with Section 2.1 .

“ Subsidiary ” means (a) any corporation more than fifty percent (50%) of the stock of any class or classes of which having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is owned by the Company directly or indirectly through one or more subsidiaries of the Company and (b) any partnership, association, joint venture, limited liability company or other entity in which the Company directly or indirectly through one or more subsidiaries of the Company has more than a fifty percent (50%) equity interest.

“ Supplement Effective Time ” has the meaning set forth in Section 4.8 .

“ Trading Day ” means a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market.

“ Trading Market ” means whichever of the New York Stock Exchange, the NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.

“ Transaction Documents ” means this Agreement, the Registration Rights Agreement, the Principal Shareholder Agreement, the schedules and exhibits attached hereto, the Irrevocable Transfer Agent Instructions and any other documents or agreements explicitly contemplated hereunder.

“ Transfer Agent ” means Computershare Shareowner Services LLC, with a mailing address of 480 Washington Blvd Jersey City, New Jersey 07310, and any successor transfer agent of the Company.

“ Termination Fee ” means USD $1,650,000.

ARTICLE II.     
PURCHASE AND SALE

2.1      Closing.

(a)      Amount . Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Shares, free and clear of all Liens (other than transfer restrictions imposed by applicable federal securities laws or the Principal Shareholder Agreement), for the Subscription Amount; provided , however , that in the event that the number of Shares is equal to or greater than 20% of the number of shares of Common Stock outstanding immediately prior to the Closing and before the issuance of the Shares, then the number of shares of Common Stock comprising the Shares shall be reduced to the amount of shares equal to 19.99% of the outstanding shares of Common Stock immediately prior to the Closing and before the issuance of the Shares, rounded down to the nearest whole share. In such event, the Subscription Amount shall be reduced to such amount equal to the aggregate amount of Shares purchased multiplied by the Per Share Purchase Price.

(b)      Closing . On (a) the eighth (8th) Business Day following the satisfaction or waiver of the conditions set forth in Article V or (b) such other date as mutually agreed to in writing by the Company and Purchaser); provided , that in either case, all of the conditions to the Closing specified in Article V are then satisfied or have been waived (other than such conditions which, by their nature, are to be satisfied at the Closing, but subject to such satisfaction), the Closing of the purchase and sale of the Shares shall take place at the offices of DLA Piper LLP (US), 4365 Executive Drive, Suite 100, San Diego, California 92121 at 1:00 pm (PT). It is agreed that as soon as reasonably practicable, but, in any event not later than the third (3rd) Business Day, following the satisfaction or waiver of all of the conditions to the Closing specified in Article V (other than such conditions which, by their nature, are to be satisfied at the Closing), Purchaser will instruct the financial institution located in the People’s Republic of China from which the Subscription Amount shall be transferred to transfer such amount to Purchaser’s account at a financial institution in the United States. The date on which the Closing occurs is herein referred to as the “ Closing Date ”. Purchaser may direct that the Shares be issued in the name of, and be delivered at Closing to, any of its controlled Affiliates and, if so directed, the Company shall cause the Shares to be so issued and delivered in accordance with, and subject to, the terms of this Agreement.

2.2      Closing Deliveries.

(a)      On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to Purchaser the following (the “ Company Deliverables ”):

(i)      a copy of the Irrevocable Transfer Agent Instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, the Shares by crediting them to the applicable balance account on the books of the Transfer Agent registered in the name of Purchaser or as otherwise set

forth on Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto, which shall be duly executed and acknowledged in writing by the Transfer Agent;

(ii)      a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D , executed by such counsel and addressed to the Purchaser;

(iii)      a certificate of the Secretary of the Company (the “ Secretary’s Certificate ”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E ;

(iv)      a certificate in the form attached hereto as Exhibit F , dated as of the Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer certifying the fulfillment of the conditions specified in Sections 5.1(a) and (b) ;

(v)      a certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Closing Date;

(vi)      a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of California, as of a date within three (3) Business Days of the Closing Date;

(vii)      a certified copy of the certificate of incorporation, as certified by the Secretary of State of Delaware, as of a date within three (3) Business Days of the Closing Date; and

(b)      On or prior to the Closing, Purchaser shall deliver or cause to be delivered to the Company the following (the “ Purchaser Deliverables ”):

(i)      a certificate in the form attached hereto as Exhibit G , dated as of the Closing Date and signed by an officer of Purchaser, certifying the fulfillment of the conditions specified in Sections 5.2(a) and (b) ;

(ii)      the Subscription Amount, in United States dollars and in immediately available funds by wire transfer in accordance with the Company’s written instructions, which written instructions shall be delivered to Purchaser at least two (2) Business Days prior to the Closing Date; and

(iii)      a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits A-1 and A-2 , respectively.

(c)      At least two (2) Business Days prior to the Closing Date, the Purchaser shall prepare and deliver to the Company a written statement of the Expense Reimbursement, which statement shall quantify in reasonable detail the items constituting such Expense Reimbursement. During the two (2) Business Day period after delivery of such statement, the Company shall have an opportunity to review the such statement and the Purchaser shall reasonably cooperate with the Company in good faith and mutually agree upon the Expense Reimbursement. The Company agrees to provide payment in United States dollars and in immediately available funds by wire transfer to the Purchaser or, as may be directed in writing by the

Purchaser, directly to any third party that is entitled to receive payment of the Expense Reimbursement, within two (2) Business Days after the Closing Date in full satisfaction of the Expense Reimbursement.

ARTICLE III.     
REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of the Company . Except as set forth in the schedules delivered herewith (the “ Disclosure Schedules ”), which Disclosure Schedules shall qualify any representation made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby represents and warrants as of the date hereof and as of the Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), to the Purchaser:

(a)      Subsidiaries . The Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b)      Organization and Qualification . The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and is qualified to do business and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company and each of its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction other than the jurisdiction of incorporation or organization in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and no Action has been instituted, is pending, or, to the Company’s Knowledge, has been threatened in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c)      Authorization; Enforcement; Validity . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its stockholders in connection therewith. Each of the Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d)      No Conflicts . The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby or thereby do not and will not (i) conflict with or violate any provisions of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or otherwise result in a violation of the organizational documents of the Company or any Subsidiary, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would result in a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Contract to which the Company or any Subsidiary is a party, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any Governmental Authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchaser herein, of any self-regulatory organization to which the Company or its securities are subject, including the Principal Trading Market), or by which any property or asset of the Company or a Subsidiary is bound or affected, except in the case of clauses (ii) and (iii) as does not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(e)      Filings, Consents and Approvals . Neither the Company nor any of its Subsidiaries is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any Governmental Authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filings required pursuant to the terms of the Registration Rights Agreement, (ii) a Current Report on Form 8-K filed with the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents) and a Form D, (iii) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, and (iv) the filings required in accordance with Sections 4.4 and 4.7 of this Agreement (collectively, the “ Required Approvals ”).

(f)      Issuance of the Shares . The Shares have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive rights, rights of first offer or similar rights. Assuming the accuracy of the representations and warranties of the Purchaser in this Agreement, the Shares will be issued in compliance with all applicable federal and state securities laws.

(g)      Capitalization .

(i)      The authorized capital stock of the Company consists solely of Eighty Million (80,000,000) shares of Common Stock. As of the close of business on April 7, 2017 (the “ Company Capitalization Date ”), (i) 32,544,909 shares of Common Stock (including 57,561 shares of Company restricted stock (the “ Restricted Stock ” or “ RSAs ”)) were issued and outstanding, (ii) no shares of Common Stock were held in treasury by the Company and its Subsidiaries, (iii) 352,717 shares of Common Stock were reserved for issuance pursuant to outstanding unexercised Company stock options (the “ Stock Options ”), (iv) 2,888,135 shares of Common Stock were reserved for issuance pursuant to outstanding unsettled Company restricted stock units (the “ RSUs ”), (v) 2,773,679 shares of Common Stock were reserved for issuance pursuant to the Company Employee Stock Purchase Plan and the Company Omnibus Incentive

Plan (collectively, the “ Company Equity Plans ”). All of the outstanding shares of Common Stock are, and all shares of Common Stock reserved for issuance as noted above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights.

(ii)      Section 3.1(g)(ii) of the Disclosure Schedule sets forth a true and complete list, as of the Company Capitalization Date, of (i) the aggregate number of shares of Common Stock underlying each type of equity award, including Stock Options (both incentive, and nonstatutory), RSUs, RSAs, and stock appreciation rights (each a “ Company Equity Award ”), and (ii) the Company Equity Plan under which the Company Equity Awards were granted (such schedule, the “ Company Equity Schedule ”). All of the Stock Options, RSAs and RSUs have been granted to service providers of the Company and the Company Subsidiaries (or any predecessor company) pursuant to the Company Equity Plans. Each Company Equity Award was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Equity Plan under which it was granted.

(iii)      Except as set forth in Section 3.1(g)(i) and Section 3.1(g)(ii) above: (i) the Company does not have any shares of capital stock or other equity interests issued or outstanding other than shares of Common Stock that have become outstanding after the Company Capitalization Date, but were reserved for issuance as set forth in Section 3.1(g)(i) above; and (ii) there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any Subsidiary is a party obligating the Company or any Subsidiary to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or any Subsidiary or securities convertible into or exchangeable for such shares or other equity interests (in each case other than to the Company or a wholly owned Subsidiary), (B) grant, extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, (C) redeem or otherwise acquire any such shares of capital stock or other equity interests, or (D) provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary that is not wholly owned. Except as set forth in Section 3.1(g)(iii) of the Disclosure Schedules, there are no outstanding obligations of the Company or any Subsidiary (1) restricting the transfer of, (2) affecting the voting rights of, (3) requiring the repurchase, redemption or disposition of, or containing any right of first refusal or similar right with respect to, (4) requiring the registration for sale of or (5) granting any preemptive or anti-dilutive rights with respect to, any shares of capital stock or other equity interests of the Company or any Subsidiary.

(iv)      Neither the Company nor any Subsidiary has outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with stockholders of the Company on any matter.

(v)      Except as set forth on Section 3.1(g)(v) of the Disclosure Schedule, there are no stockholders agreements, voting trusts or other agreements or understandings to which the Company or any Subsidiary is a party with respect to the voting of the capital stock or other equity interest of the Company or any Subsidiary.

(h)      SEC Reports . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three (3) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”) on a timely basis or has received a valid extension of such time of filing and has filed any such

SEC Reports prior to the expiration of any such extension. As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Material Contracts that was required to have been filed as an exhibit to the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject has been filed as an exhibit to the SEC Reports.

(i)      Financial Statements .

(i)      The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement). Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial year-end audit adjustments.

(ii)      The Company and its Subsidiaries do not have any liabilities or obligations of any type, whether accrued, absolute, contingent or otherwise, whether due or to become due and whether or not required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company, other than liabilities or obligations (A) reflected on, reserved against, or disclosed in the notes to, the Company’s consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, or (B) that were incurred in the ordinary course of business and do not exceed $1,500,000.

(j)      Material Changes . Since the date of the latest audited balance sheet of the Company included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed no later than two (2) Business Days prior to the date hereof (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosures of risks or other matters included in any “forward-looking statements” disclaimer), (i) there have been no Effects that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) the Company and each Subsidiary has conducted its business in the ordinary course consistent with past practice, (iii) the Company has not altered materially its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities, except Common Stock issued pursuant to existing Company Equity Plans or executive and director compensation arrangements disclosed in the SEC Reports. Except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has occurred or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly disclosed at least two (2) Trading Days prior to the date that this representation is made.

(k)      Litigation . There is no Action, and, for the three (3)-year period prior to the date hereof, there has not been any Action, which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance of the Shares, (ii) except as specifically disclosed in the SEC Reports filed during the three (3)-year period prior to the date that is two (2) Business Days prior to the date hereof (excluding any risk factor disclosures contained in such documents under the heading “Risk Factors” and any disclosures of risks or other matters included in any “forward-looking statements” disclaimer) (the “ Covered SEC Reports ”), would, if there were an unfavorable decision, ruling or finding, have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (iii) involves an amount in controversy in excess of $4,000,000, or (iv) would reasonably be expected to result in material injunctive relief. Neither the Company nor any Subsidiary, nor to the Company’s Knowledge any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s Knowledge there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act.

(l)      Employment Matters . No labor dispute exists or, to the Company’s Knowledge, is threatened with respect to any of the employees of the Company or any of its Subsidiaries which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. None of the Company’s or any Subsidiary’s employees located within the United States is a member of a union that relates to such employee’s relationship with the Company or Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. To the Knowledge of the Company, none of the Company’s or any Subsidiary’s employees located outside of the United States is a member of a union that relates to such employee’s relationship with the Company or Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and each Subsidiary believes that its relationship with its employees is good. No executive officer of the Company (as defined in Rule 501(f) of the Securities Act) has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. To the Company’s Knowledge, no executive officer is, or is now expected to be, in violation of any term of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and to the Company’s Knowledge, the continued employment of each such executive officer does not subject the Company or any Subsidiary to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance, and have complied, with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(m)      Compliance with Laws; Permits .

(i)      Neither the Company nor any of its Subsidiaries (A) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under), nor has the Company or any of its Subsidiaries received written notice of a claim that it is in default under or that it is in violation of, any Material Contract (whether or not such default or violation has been waived), (B) is, or has been at any time since January 1, 2014, in violation of, or in receipt of, written notice that it is, or has been at any time since January 1, 2014, in violation of, any order, statute, rule or regulation of any Governmental Authority or self-

regulatory organization (including the Principal Trading Market) applicable to the Company or any of its Subsidiaries, except in each case as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ii)      Neither the Company nor any of its Subsidiaries nor any of their respective directors, officers or employees, or, to the Company’s Knowledge, any of its Representatives, distributors, consultants or agents acting directly for or on behalf of the Company or its Subsidiaries, has at any time since January 1, 2012, in the course of his, her or its actions (1) made, offered, promised, or authorized any illegal contributions, gifts, entertainment or payments of other expenses, in each case from corporate funds, related to political activity, (2) unlawfully made, offered, promised, or authorized the giving of anything of value, or any direct or indirect unlawful payments to any foreign or domestic Government Official for the purpose of (A) influencing any act or decision of such person in their capacity as a Government Official, (B) inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, (C) securing any improper advantage or (D) inducing a Government Official to influence or affect any act or decision of any Governmental Authority, in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage, (3) made, offered, promised, or authorized any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature to any Government Official or (4) violated any provision of the Foreign Corrupt Practices Act (the “ FCPA ”) the U.K. Bribery Act 2010 (the “ Bribery Act ”) or any other applicable laws, regulations or conventions to which the Company or any of its Subsidiaries is subject relating to corruption (governmental or commercial), bribery, money laundering, political contributions or gifts, entertainment, and gratuities, involving or to any Governmental Authority or any Government Official or commercial entity, including all national and international laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (collectively, “ Other Anticorruption Laws ”). Since January 1, 2012, none of the Company nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority or similar agency with respect to any alleged act or omission arising under or relating to any noncompliance with the FCPA, the Bribery Act or any Other Anticorruption Law. Neither the Company nor its Subsidiaries have at any time since January 1, 2012 received any written notice, request, or citation for any actual or potential noncompliance with any of the foregoing in this Section 3.1(m)(ii) . The Company has taken reasonable steps to ensure that its compliance policies and procedures are sufficient to cause the Company to comply with the FCPA, the Bribery Act and Other Anticorruption Laws.

(iii)      The Company and its Subsidiaries possess all material federal, state, local and foreign permits, approvals, licenses, authorizations, certificates, rights, exemptions and orders from Governmental Authorities (collectively, the “ Permits ”) that are necessary for the operation of the business of the Company and/or its Subsidiaries as presently conducted, or that are necessary for the lawful ownership of their respective properties and assets. All such Permits are valid and have not lapsed, been cancelled, terminated or withdrawn. The Company and each of its Subsidiaries are in compliance with all such Permits in all material respects. No Action to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending, or, to the Company’s Knowledge, threatened.

(n)      Intellectual Property Rights . Section 3.1(n) of the Disclosure Schedule contains a complete and accurate list of all patents, registrations of Intellectual Property and pending applications therefor, that, in each case, constitute the Owned IP. To the Company’s Knowledge, all Owned IP is valid, enforceable and subsisting. The Company and the Subsidiaries exclusively own all Owned IP, and, to the Company’s Knowledge, own, possess, license or have other rights to use, all patents, patent applications, trade and service marks, trade and service mark applications and registrations, trade names, trade secrets,

inventions, industrial designs, works of authorship, software, data, databases, mask works, technology, copyrights, licenses, technology, know-how, confidential and proprietary information, and other intellectual property rights and similar rights (collectively, the “ Intellectual Property Rights ”) necessary or material for use in connection with their respective businesses, in each case, free and clear of any and all Liens (other than Permitted Liens), decrees, orders, judgments or stipulations restricting the use thereof, and none of the foregoing rights will be adversely affected by the consummation of the transactions contemplated hereby. The Company, the Subsidiaries, the operation of their businesses (including their products and services) have not misappropriated, violated or infringed and do not currently misappropriate, violate or infringe upon (i) the rights of any Person (other than patents), or (ii) to the Company’s Knowledge, any patents of any Person. Neither the Company nor any Subsidiary has received a written notice (and there is no pending or, to the Company’s Knowledge, threatened Action by any Person) alleging any of the foregoing or that the Company’s and its Subsidiaries’ businesses as now conducted misappropriates, infringes or otherwise violates any patent, trademark, copyright, trade secret or other Intellectual Property Rights or proprietary rights of another. To the Company’s Knowledge, there is no existing (and has been no) misappropriation, infringement or other violation by another Person of any of the Owned Intellectual Property Rights that would have or would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Owned Intellectual Property Rights, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Person that has created, developed or contributed to any material Owned IP has executed a valid, present assignment of all of such Person’s right, title and interest therein to the Company or one of its Subsidiaries (or all such right, title and interest is vested in the Company or a Subsidiary as a matter of law).

(o)      Insurance . The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as is prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any of its Subsidiaries has received any notice of cancellation of any such insurance, nor, to the Company’s Knowledge, will it or any Subsidiary be unable to renew their respective existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(p)      Transactions With Affiliates and Employees . Except as set forth in the Covered SEC Reports, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction (or to a presently contemplated transaction) with the Company or any Subsidiary (other than for services as employees, officers and directors).

(q)      Internal Accounting Controls . The Company maintains, and at all times since January 1, 2014, has maintained, a system of internal accounting controls sufficient to provide reasonable assurance that the preparation of financial statements for external purposes is in accordance with GAAP, including that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability; (iii) access to assets or incurrence of liabilities is permitted only in accordance with management's general or specific authorization; (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.

(r)      Sarbanes-Oxley; Disclosure Controls . The Company is, and at all times since January 1, 2014 has been, in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and such disclosure controls and procedures are effective in timely alerting Company’s principal executive officer and its principal financial officer to material information required to be included in Company’s periodic reports required under the Exchange Act. The Company’s principal executive officer and its principal financial officer have, at all times since January 1, 2014, disclosed to the Company’s auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls, and the Company has made available prior to the date hereof to the Purchaser copies of any material written materials relating to the foregoing. The Company’s principal executive officer and its principal financial officer have, to the Knowledge of the Company, at all times since January 1, 2014, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “ Evaluation Date ”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the principal executive officer and its principal financial officer about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company has not, at any time since January 1, 2014, received any notice or correspondence from any accountant relating to any potential material weakness in any part of the internal controls over financial reporting of the Company or the Company’s disclosure controls and procedures. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has, at all times since January 1, 2014, made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Sarbanes-Oxley Act and the rules and regulations of the Commission promulgated thereunder with respect to the SEC Reports, and the statements contained in such certifications were true and correct on the date such certifications were made. For purposes of this Section 3.1(r) “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act and the rules and regulations of the Commission promulgated thereunder.

(s)      Certain Fees . Except as set forth in Section 3.1(s) of the Disclosure Schedule, no person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company, any of its Subsidiaries or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company or any of its Subsidiaries.

(t)      Private Placement . Assuming the accuracy of the Purchaser representations and warranties set forth in Section 3.2 of this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaire provided by the Purchaser, no registration under the Securities Act is

required for the offer and sale of the Shares by the Company to the Purchaser under the Transaction Documents. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Principal Trading Market.

(u)      Investment Company . The Company is not, and immediately after receipt of payment for the Shares will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” within the meaning of such terms under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

(v)      Registration Rights . Other than as set forth in this Agreement or the Covered SEC Reports, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company other than those securities which are currently registered on an effective registration statement on file with the Commission.

(w)      Listing and Maintenance Requirements . The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to the Company’s Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received written notice from the Principal Trading Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Trading Market. The Company is and has been in compliance with all listing and maintenance requirements of the Principal Trading Market.

(x)      Application of Takeover Protections; Rights Agreements . The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company's certificate of incorporation, bylaws or other organizational documents and the laws of its state of incorporation that is or could reasonably be expected to become applicable to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including the Company’s issuance of the Shares and the Purchaser’s ownership of the Shares.

(y)      Tax Matters . The Company and each of its Subsidiaries (i) has accurately and timely prepared and filed all foreign, federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has set aside on its books provisions reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the Company or any of its Subsidiaries by the taxing authority of any jurisdiction. Neither the Company nor any of its Subsidiaries is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. All material taxes that the Company or any of its Subsidiaries is (or was) required by applicable law to withhold

or collect in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, member or other third party have been duly withheld or collected, and have been timely paid over to the proper authorities to the extent due and payable.

(z)      Environmental Matters . Neither the Company nor any of its Subsidiaries (i) is, or has been since January 1, 2014, in violation of any statute, rule, regulation, decision, judgment, decree, permit, common law or order of any Governmental Authority relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ Environmental Laws ”), (ii) owns, leases or operates any real property contaminated with any hazardous or toxic substance, (iii) is liable for any on-site or off-site disposal or contamination pursuant to any Environmental Laws, or (iv) is subject to any Action, claim or liability relating to any Environmental Laws, which violation, contamination, liability or claim has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and there is no Action pending or, to the Company’s Knowledge, threatened in writing, that might lead to such a claim.

(aa)      No General Solicitation . Neither the Company nor, to the Company’s Knowledge, any person acting on behalf of the Company has offered or sold any Shares by any form of general solicitation or general advertising (within the meaning of the Securities Act).

(bb)      Off Balance Sheet Arrangements . There is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in SEC Reports and is not so disclosed and has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(cc)      Acknowledgment Regarding Purchaser’s Purchase of Shares . The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Purchaser or any of their respective Representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchaser’s purchase of the Shares. The Company further represents to Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its Representatives.

(dd)      PFIC . Neither the Company nor any Subsidiary is or intends to become a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(ee)      OFAC . Since January 1, 2012, none of the Company or any Subsidiary, and no director, officer, or employee, or, to the Company’s Knowledge, any other Person acting for or on behalf of the Company or any Subsidiary or the Business: (i) has been or is designated on, or is owned or controlled by any party that has been or is designated on, any list of restricted parties maintained by any Governmental Authority, including the U.S. Department of Treasury, Office of Foreign Asset Control’s (“ OFAC ”) Specially Designated Nationals and Blocked Persons List, OFAC’s List of Foreign Sanctions Evaders, OFAC’s Sectoral Sanctions Identifications List, the U.S. Department of Commerce’s (“ Commerce ”) Denied Persons List, the Commerce Entity List, the Commerce Unverified List, the Debarred List maintained by the U.S. Department of State (“ State Department ”), the State Department’s Nonproliferation Sanctions List, the E.U.’s Consolidated List of Persons, Groups, and Entities subject to E.U. financial sanctions, the UN Sanctions List, and HM Treasury’s Consolidated List of financial sanctions targets in the UK (“ Sanctioned Person ”);

(ii) has participated in any transaction involving a designated Sanctioned Person, or any country subject to comprehensive sanctions or substantial restrictions under the U.S. sanctions administered by OFAC or applicable non-U.S. sanctions, including the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria (“ Sanctioned Country ”) to the extent such activities or business would violate U.S. sanctions or other applicable non-U.S. sanctions; (iii) has been organized, resident or located in a Sanctioned Country; or (iv) has imported, exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable U.S. or non-U.S. export control, anti-boycott, or economic sanctions laws, regulations, or orders administered by OFAC, Commerce, the State Department, or the Internal Revenue Service. The Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries, directors, officers, employees, and agents with applicable U.S. and non-U.S. sanctions, and the Company, its Subsidiaries, directors, officers, employees, and agents are in compliance with applicable U.S. and non-U.S. sanctions.

(ff)      No Additional Agreements . The Company does not have any agreement or understanding with the Purchaser with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(gg)      Money Laundering Laws . The operations of each of the Company and any Subsidiary are and have been conducted at all times in compliance with the money laundering statutes of applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “ Money Laundering Laws ”) and no Action with respect to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

(hh)      Shell Company Status . The Company is not, and has not during the past five years been, an issuer identified in Rule 144(i)(1).

(ii)      Title . Each member of the Company and its Subsidiaries has good and valid title to all of its real property, or, with respect to leased real property, valid leasehold interests in such leased real property (other than negligible property and properties not material to the operations of the Company and its Subsidiary, taken as a whole) which afford the Company or one of its Subsidiaries valid leasehold possession of the properties and assets that are the subject of such leases in all material respects, in each case, free and clear of all Liens, other than Permitted Liens.

(jj)      Material Contracts . Each Material Contract is a valid, binding and legally enforceable obligation of the Company or its Subsidiary and, to the Company’s Knowledge, the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity. Each Material Contract is in full force and effect. The Company and each of its Subsidiaries has in all material respects performed all the obligations required to be performed by them to date under the Material Contracts. None of the Company or its Subsidiaries is (with or without notice, lapse of time or both) in material default or breach under any Material Contract, and to the Company’s Knowledge, no other party to such Material Contract is (with or without notice or lapse of time, or both) in material breach or default thereunder.

(kk)      Product Liability .

(i)      There has not been at any time since January 1, 2014 any material Action concerning any product manufactured, shipped, sold or delivered by or on behalf of the Company or any of its Subsidiaries relating to or resulting from an alleged material defect in design, manufacture, materials or

workmanship of any product manufactured, shipped, sold or delivered by or on behalf of the Company or any of its Subsidiaries or any alleged material failure to warn, or any alleged breach of implied warranties or representations, and, to the Company’s Knowledge, none has been threatened in any material respect.

(ii)      There has not been at any time since January 1, 2014 any material Recall conducted with respect to any product manufactured (or to be manufactured), shipped, sold or delivered by or on behalf of the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any investigation or consideration of or decision made by any Person or Governmental Authority concerning whether to undertake or not undertake any Recall.

3.2      Representations and Warranties of the Purchaser . Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:

(a)      Organization; Authority . Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by Purchaser and performance by Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or, if Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of Purchaser. Each Transaction document to which it is a party has been duly executed by Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(b)      No Conflicts . The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Purchaser, (ii) conflict with, or constitute a default (or an event which 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 of, any agreement, indenture or instrument to which Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Purchaser to perform its obligations hereunder.

(c)      Investment Intent . Purchaser understands that the Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view to, or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities laws and has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable state securities law, provided, however , that by making the representations herein, Purchaser does not agree to hold any of the Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Purchaser understands that it may not be able to sell any of the Shares without prior registration under the Securities Act or the existence of an exemption from such

registration requirement. Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Shares (or any securities which are derivatives thereof) to or through any person or entity; Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.

(d)      Purchaser Status . At the time Purchaser was offered the Shares, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.

(e)      General Solicitation . Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement.

(f)      Experience of Purchaser . Purchaser, either alone or together with its Representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment. Purchaser is able to bear the economic risk of an investment in the Shares and, at the present time, is able to afford a complete loss of such investment. Purchaser acknowledges that it has not received any legal or tax advice from the Company or any of its Representatives with respect the transactions contemplated hereby.

(g)      Access to Information . Purchaser acknowledges that it has had the opportunity to review the Disclosure Schedules and SEC Reports and has been afforded (i) the opportunity to ask questions of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares, and (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects. Neither such inquiries nor any other investigation conducted by or on behalf of Purchaser or its Representatives or counsel shall modify, amend or affect Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Schedules and SEC Reports and the Company’s representations and warranties contained in the Transaction Documents. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Shares.

(h)      Certain Trading Activities . Other than with respect to the purchase of Shares hereunder or pursuant to a transaction in compliance with Rule 10b5-1(c) under the Exchange Act, Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Purchaser, engaged in any transactions in the securities of the Company (including any Short Sales involving the Company’s securities) since the time that Purchaser was first contacted by the Company or any other Person regarding the specific investment contemplated hereby. Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with it will engage in any purchase or sale of securities of the Company (including Short Sales) prior to the time that the transactions contemplated by this Agreement are first publicly disclosed. Notwithstanding the foregoing, because the Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchaser’s assets, the representation and covenant set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that has knowledge about the financing transaction contemplated by this Agreement. Purchaser has complied with its obligations under

that certain Mutual Confidentiality Agreement, dated as of September 26, 2016 (the “ Confidentiality Agreement ”), by and between SDIC Fund Management Co., Ltd. and the Company.

(i)      Brokers and Finders . No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.

(j)      Independent Investment Decision . Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to the Transaction Documents. Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

(k)      Reliance on Exemptions . Purchaser understands that the Shares being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the Shares.

(l)      No Governmental Review . Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(m)      Regulation M . Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchaser.

(n)      Sufficiency of Funds . Purchaser has, and at the Closing will have, sufficient funds to timely pay the Subscription Amount, without delay, at the Closing.

(o)      Foreign Investors . If it is not a U.S. person within the meaning of Rule 902 of Regulation S of the Securities Act, Purchaser further represents that:

(i)      Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (A) the legal requirements within its jurisdiction for the purchase of the Shares, (B) any foreign exchange restrictions applicable to such purchase, (C) any governmental or other consents that may need to be obtained and (D) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares;

(ii)      Purchaser’s subscription and payment for, and such Purchaser’s continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of such Purchaser’s jurisdiction; and

(iii)      Purchaser is not a “10-percent shareholder” as defined in Section 871(h) of the Code.

(p)      Ownership of Common Stock. Purchaser does not own (beneficially or of record) any shares of Common Stock or any option, warrant or other right to acquire any shares of Common Stock.  

The Company and the Purchaser acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.

ARTICLE IV.     
OTHER AGREEMENTS OF THE PARTIES

4.1      Transfer Restrictions.

(a)      Compliance with Laws . Notwithstanding any other provision of this Article IV , Purchaser covenants that the Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance with any other applicable state and federal securities laws. In connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 ( provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities may be sold pursuant to such rule) or (iv) in connection with a bona fide pledge as contemplated in Section 4.1(b) , the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of such transfer, any such transferee shall agree in writing to be bound by the obligations of Purchaser following the Closing under this Article IV and shall have the rights of the Purchaser under this Article IV and the Registration Rights Agreement with respect to such transferred Shares.

(b)      Legends . The Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c):

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

The Company acknowledges and agrees that the Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would

not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c) , any Shares subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a) .

(c)      Removal of Legends . The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped or if the applicable Shares are evidenced by a book entry notification, cause the Transfer Agent to remove restrictions under the Securities Act that are stated to apply to such Shares on the books and records of the Transfer Agent or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“ DTC ”), if (i) such Shares are registered for resale under the Securities Act ( provided that, if the Purchaser is selling pursuant to an effective registration statement registering the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Shares are sold or transferred pursuant to Rule 144, or (iii) such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144 becoming available for the resale of Shares, without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions, the Company shall cause Company Counsel, or such other counsel reasonably acceptable to the Company and the Purchaser, to issue to the Transfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions. Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Shares, the Company will no later than three (3) Trading Days following the delivery by Purchaser to the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or, if the applicable Shares are evidenced by book entry notation, delivery by the Purchaser to the Transfer Agent (with notice to the Company) of an appropriate instruction letter (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer), and any other documents required by Section 4.1(a) , deliver or cause to be delivered to Purchaser a certificate representing such Shares that is free from all restrictive and other legends or remove such legend from such Shares evidenced by book entry notation. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1(c) . Certificates for Shares subject to legend removal hereunder may be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with DTC as directed by Purchaser.

(d)      Irrevocable Transfer Agent Instructions . The Company shall issue irrevocable instructions to the Transfer Agent (the “ Irrevocable Transfer Agent Instructions ”) to credit shares to the applicable balance accounts on the books of the Transfer Agent, registered in the name of Purchaser or its respective nominee(s), for the Shares. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 4.1(d) , subject to any stop transfer instructions that we may issue to you from time to time, will be given by the Company to the Transfer Agent with respect to the Shares, and that the Shares shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If Purchaser effects a sale, assignment or transfer of the Shares in accordance with this Section 4.1 , the Company shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts on the books of the Transfer Agent in such name and in such denominations as specified by Purchaser to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the Transfer Agent shall issue such shares to Purchaser, assignee or transferee (as the case may be) without any restrictive legend in accordance with this Section 4.1 and by crediting such shares to the applicable balance account at DTC. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of such opinion or the removal of any legends on any of the Shares shall be borne by the Company.

4.2      Furnishing of Information . In order to enable the Purchaser to sell the Shares under Rule 144, for a period of one year from the Closing, the Company shall make all required filings under Section 15(d) of the Exchange Act and timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. For a period of one (1) year from the Closing, or any longer period during which the Purchaser may be considered an affiliate of the Company, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available the information described in Rule 144(c)(2), if the provision of such information will allow the Purchaser to sell the Shares under Rule 144.

4.3      Integration . From and after the date hereof, the Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that may reasonably be expected to be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act of the sale of the Shares to the Purchaser, or that may reasonably be expected to be integrated with the offer or sale of the Shares for purposes of the rules and regulations of any Trading Market such that it would require the Company to obtain stockholder approval prior to the Closing or the closing of such other transaction.

4.4      Securities Laws Disclosure; Publicity . On or before the fourth (4 ^th ) Trading Day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents). Purchaser and its counsel shall be given a reasonable opportunity to review and comment on such Current Report on Form 8-K prior to the filing thereof with the Commission. The Company and Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor the Purchaser shall issue any such press release or any other public statement without the prior consent of the Company, with respect to any press release or public statement of the Purchaser, or without the prior consent of Purchaser, with respect

to any press release or public statement of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser or any Affiliate or investment adviser of the Purchaser, or include the name of the Purchaser or any Affiliate or investment adviser of the Purchaser in any press release or filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of Purchaser, except (i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement; and (B) the filing of final Transaction Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law, request of the Staff of the Commission or Trading Market regulations, in which case the Company shall provide the Purchaser with prior written notice of such disclosure permitted under this subclause (ii); provided , that, in either case (i) or (ii), such disclosure is in substantial conformity with the Current Report on Form 8-K.

4.5      Confidentiality . The Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall be terminated and be of no further force and effect. From and after the Closing, the confidentiality obligations of the parties hereto shall be governed by the Principal Shareholders Agreement.

4.6      Use of Proceeds. . The Company shall use the net proceeds from the sale of the Shares hereunder for strategic development programs, including, notably related to dry battery electrode development, as well as working capital and general corporate purposes.

4.7      CFIUS . The Company and Purchaser shall jointly assemble all information necessary to complete, and shall submit or cause to be submitted: (i) promptly but in no event more than ten (10) Business Days after the date hereof, a draft joint voluntary notice of the transactions contemplated by this Agreement to CFIUS in accordance with Exon-Florio (the “ Draft Voluntary Notice ”) and (ii) promptly after responding to any comments (either written or oral) from the CFIUS staff on the Draft Voluntary Notice (or as soon as possible after CFIUS staff confirms it has no comments to the Draft Voluntary Notice), a joint voluntary notice of the transactions contemplated by this Agreement to CFIUS in accordance with Exon-Florio (the “ Joint Voluntary Notice ”). The Purchaser’s counsel shall take the lead in the drafting of the Draft Voluntary Notice and Joint Voluntary Notice; provided that neither the Draft Voluntary Notice nor the Joint Voluntary Notice shall be submitted to CFIUS without the mutual written consent of the Company and Purchaser via their respective CFIUS legal counsel. Following submission of the Joint Voluntary Notice, each of the Company and Purchaser shall cooperate (to the extent permitted by Laws) and provide CFIUS with any additional or supplemental information requested by CFIUS regarding such party during the CFIUS review process as promptly as practicable, and in all cases within the amount of time allowed by CFIUS pursuant to Exon-Florio. Notwithstanding any other provision in this Agreement, Purchaser shall have no obligation to share with the Company any personal identifier information (“ PII ”), as such term is defined under the Exon-Florio regulations, and shall separately submit such PII to CFIUS as set forth in the Exon-Florio regulations. Moreover, neither the Purchaser nor the Company shall have any obligations to share with the other any confidential business information unrelated to the transactions contemplated by this Agreement, including to the extent such information is requested by CFIUS. No party shall communicate with any Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party sufficient prior notice of such communication and, to the extent permitted by such Governmental Authority, the opportunity to review and comment on any proposed written communication (subject to the

terms of this Section 4.7) and, with respect to any oral communication, to attend and/or participate in such conversation or meeting. The parties, in cooperation with each other, shall use commercially reasonable efforts to obtain the CFIUS Approval, and without limiting the foregoing, the parties shall take all such reasonable actions and agree to such reasonable requirements or conditions to mitigate any national security concerns as may be requested or required by CFIUS in connection with, or as a condition of, the CFIUS Approval; provided , however , that (i) the Purchaser and its Affiliates shall not be required enter into any agreement that interferes with the Purchaser’s or its Affiliates’ ability to participate as an observer or director on the board of directors of the Company or to exercise the full rights of ownership of the Shares; and (ii) neither the Purchaser nor the Company (nor any of their Affiliates) shall be required to (a) propose, commit to or effect, by consent decree, agreement, hold-separate or administrative order, or otherwise, the sale, transfer, license, divestiture, hold-separate or other disposition of any Shares or any of the businesses, product lines or assets of the Purchaser, the Company or any of their respective Affiliates, (b) propose, commit to or effect, by consent decree, agreement, hold-separate or administrative order, or otherwise any conditions, restrictions, or requirements that would reasonably be expected to limit (other than nominally) the Company’s growth or expansion into China or otherwise on a worldwide basis, (c) defend any judicial or administrative action or similar Proceeding instituted (or threatened to be instituted) by any Person under Exon-Florio or seek to have any stay, restraining order, injunction or similar order entered by any Governmental Entity vacated, lifted, reversed, or overturned, or (d) agree to do any of the foregoing. The actions set forth in clauses (a) through (d) of the proviso to the immediately preceding sentence are referred to as a “Burdensome Condition”.

4.8      Supplements to Disclosure Schedule. The Company shall on one occasion not less than ten (10) Business Days prior to the Closing, by notice in accordance with the terms of this Agreement (which notice shall indicate if the Company believes that such notice discloses matters that, absent such amendments or supplements, would cause the failure of the condition set forth in Section 5.1(a) ), amend or supplement by means of a written notice to Purchaser specifically identifying that it is a supplement delivered pursuant to this Section 4.8 any one (1) or more Sections of the Disclosure Schedules, to reflect any Effects first arising or, in the case of representations given to the Company’s Knowledge, first becoming known to the Company during the period subsequent to the date hereof, by providing the Purchaser with written notice setting forth the proposed amendment or supplement and specifying the Section or Sections of the Disclosure Schedules and the specific representations and warranties to which the supplement or amendment relates affected thereby; provided , however , that if any Section of the Disclosure Schedules is amended or supplemented pursuant to this Section 4.8 in a manner that either individually or in the aggregate with all other such prior amendments or supplements made to the Disclosure Schedules pursuant to this Section 4.8 discloses matters that, absent such amendments or supplements, would cause the failure of the condition set forth in Section 5.1(a) and such condition has not been (x) waived in writing by the Purchaser or (y) cured by the Company, no later than the earlier of thirty (30) days after the Purchaser’s receipt of such disclosure and the fifth (5th) Business Day prior to the Closing Date (such earlier date being the “Supplement Effective Time”), then the Purchaser shall have the right to terminate this Agreement within five (5) Business Days following the Supplement Effective Time and prior to the Closing. Notwithstanding any other provision of this Agreement, if the Purchaser does not terminate this Agreement as permitted above, such amendment and supplement will be effective to cure and correct solely for purposes of Section 5.1(a) any breach, inaccuracy or failure to be true and correct of any representation or warranty corrected thereby as specified in the notice to Purchaser, but shall not be effective for any other purpose of this Agreement.

4.9     Principal Trading Market Listing . In the time and manner required by the Principal Trading Market, the Company shall prepare and file with such Principal Trading Market an additional shares listing application covering all of the Shares and shall use its commercially reasonable efforts to take all steps necessary to cause all of the Shares to be approved for listing on the Principal Trading Market as promptly as possible thereafter.

4.10     Delivery of Shares at Closing . The Company shall deliver, or cause to be delivered, in book-entry form the Shares purchased by Purchaser to Purchaser on the Closing Date.

4.11      Exclusive Dealing . Except as expressly permitted by this Section 4.11 , from the date hereof until the earliest of (i) the Closing, (ii) July 31, 2017 with respect to clauses (1) and (2) below, and August 15, 2017 with respect to clause (3) below, and (iii) the termination of this Agreement in accordance with Section 6.16 , the Company and its Affiliates shall not, and shall not authorize any of their respective directors, officers, employees and other representatives acting on behalf and at the direction of the Company or any of its Affiliates (“ Representatives ”) to, directly or indirectly, (1) solicit, initiate, induce, knowingly facilitate, or knowingly encourage (including by means of furnishing any Company information or responding to any communication), any inquiries or the making, announcement or submission to the Company of any proposal or offer that constitutes, or could reasonably be expected to lead to any Financing Proposal, (2) enter into, engage, continue or participate in any discussions or negotiations with, or furnish any information (whether orally or in writing) relating to the Company or any of its Subsidiaries or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries to, or otherwise cooperate with, knowingly assist, or participate in any effort by, any Person (other than the Purchaser and its Affiliates) that has made, has informed the Company of any intention to make, or has publicly announced an intention to make, any proposal that constitutes, or could reasonably be expected to lead to, any Financing Proposal, or (3) enter into any Definitive Transaction Agreement with respect to any Financing Proposal. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any of the Company or its Affiliates shall be deemed to be a breach of this Section 4.11 by the Company. Nothing in this Section 4.11 shall eliminate or alter the Company’s obligation under this Agreement to complete the issuance and sale of the Shares pursuant to this Agreement so long as this Agreement has not been terminated.

4.12      Conduct of Business . The Company agrees that during the period commencing on the date hereof and ending on the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, conduct its respective operations only in the ordinary course of business consistent with past practice and to use their commercially reasonable efforts to preserve intact their respective business organizations, keep available the services of their officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them.

ARTICLE V.     
CONDITIONS PRECEDENT TO CLOSING

5.1      Conditions Precedent to the Obligations of the Purchaser to Purchase Shares . The obligation of Purchaser to consummate the transactions contemplated by this Agreement at the Closing is subject to the fulfillment to Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by Purchaser (as to itself only):

(a)      Representations and Warranties . (i) The representations and warranties of the Company contained in Section 3.1(b) (Organization and Qualification), Section 3.1(c) (Authorization; Enforcement; Validity), Section 3.1(f) (Issuance of the Shares), and Section 3.1(s) (Certain Fees) shall be true and correct in all respects as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date, which shall be true and correct in all respects as of such specific date, (ii) the representations and warranties of the Company contained in Section 3.1(g) (Capitalization) shall be true and correct in all respects, except for any inaccuracies that are de minimis in both amount and nature, as of the date when made and as of the Closing Date, as though made on and as of such date, and (iii) all other representations and warranties of the Company contained herein shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (or in all respects, as the case may be) as of such specific date.

(b)      Performance . The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.

(c)      No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(d)      Governmental Consents . All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Authorities required in connection with the execution, delivery or performance of this Agreement (to the extent performance is required at the Closing) shall have been obtained or made, including, but not limited to the CFIUS Approval, without the imposition of a Burdensome Condition, and any approval of the additional share listing application required by the Principal Trading Market.

(e)      Material Adverse Effect . As of the Closing, there has not been a Material Adverse Effect or any Effect or series of Effects that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f)      No Suspensions of Trading in Common Stock . The Common Stock shall (i) be designated for listing and quotation on the Principal Trading Market and (ii) not have been suspended, as of the Closing Date, by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal Trading Market have been threatened, as of the Closing Date, either (A) in writing by the Commission or the Principal Trading Market or (B) by falling below the minimum listing maintenance requirements of the Principal Trading Market. If required as a condition to listing the Shares, the Company shall have obtained the approval of the Principal Trading Market to list the Shares.

(g)      Company Deliverables . The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a) .

(h)      Termination . This Agreement shall not have been terminated as to Purchaser in accordance with Section 6.16 herein.

5.2      Conditions Precedent to the Obligations of the Company to sell Shares . The Company’s obligation to sell and issue the Shares at the Closing to Purchaser is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

(a)      Representations and Warranties . (i) The representations and warranties of the Purchaser contained in Section 3.2(a) (Organization; Authority) shall be true and correct in all respects as of the date when made and as of the Closing Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date, which shall be true and correct in all respects as of such specific date, and (ii) all other representations and warranties of the Purchaser contained in Section 3.2 hereof shall be true and correct in all material respects (except for those representations and warranties which are qualified as to materiality or material adverse effect, in which case such representations and warranties shall be true and correct in all respects) as of the date when made, and as of the Closing Date as though made on and as of such date, except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specific date.

(b)      Performance . Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Purchaser at or prior to the Closing Date.

(c)      No Injunction . No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any Governmental Authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(d)      Governmental Consents . All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Authorities required in connection with the execution, delivery or performance of this Agreement (to the extent performance is required at the Closing) shall have been obtained or made, including, but not limited to, the CFIUS Condition, without the imposition of a Burdensome Condition .

(e)      Purchaser Deliverables . Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b) .

(f)      Termination . This Agreement shall not have been terminated as to Purchaser in accordance with Section 6.16 herein.

ARTICLE VI.     
MISCELLANEOUS

6.1      Fees and Expenses . Except as expressly set forth in the Transaction Documents to the contrary, the Company and the Purchaser shall each pay the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution, delivery and performance of this Agreement, including, but not limited to, any such fees and expenses incurred in connection with the CFIUS Approval; provided , however , in the event that the Closing occurs, at the Closing, the Company shall reimburse the actual and reasonable fees and expenses of the Purchaser up to U.S. $1,000,000 (the “ Expense Reimbursement ”). The Company shall pay all Transfer Agent fees, stamp

taxes and other taxes, duties and other fees and charges (including any penalties and interest) levied in connection with the sale and issuance of the Shares to the Purchaser.

6.2      Entire Agreement . The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchaser will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

6.3      Notices . Any and all notices and other communications and deliveries required or permitted to be provided here under shall be in writing and shall be delivered by hand or overnight courier service or sent by email transmission, and in the case of email transmission, with copies by hand delivery or overnight courier service to the respective parties below (or in each case, as otherwise notified by any of the parties below) and shall be effective and deemed to have been given (a) when sent by email with receipt confirmed between 9:00 a.m. and 5:00 p.m., Pacific time, on any Business Day, or on the next Business Day when sent by email with receipt confirmed following 5:00 p.m., Pacific time or (b) other than when previously delivered by email in accordance with this Section 6.3, upon actual receipt when delivered by hand or overnight courier service. The address for such notices and communications shall be as follows:

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

6.4      Amendments; Waivers; No Additional Consideration . No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

6.5      Construction . The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This

Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any of the Transaction Documents. When a reference is made in this Agreement to sections or exhibits, such reference shall be to a section of or an exhibit to this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first above written. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender, (ii) words using the singular or plural number also include the plural or singular number, respectively, and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement.

6.6      Successors and Assigns . The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of Purchaser (other than by merger). The Purchaser may assign its rights hereunder in whole or in part to any controlled Affiliate, provided such transferee shall agree in writing to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the “Purchaser”; provided , further , that Purchaser shall remain liable for any and all obligations under this Agreement arising up to and including the Closing notwithstanding any such assignment occurring prior to the Closing.

6.7      No Third-Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

6.8      Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the Delaware Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .

6.9      Survival . Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive the Closing and the delivery of the Shares.

6.10      Execution . This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

6.11      Severability . If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and all other terms and provisions of this Agreement will not in any way be affected or impaired so long as the economic and legal substance of the Transactions is not affected in any manner materially adverse to any party. In such event, the parties hereto will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

6.12      Replacement of Shares . If any certificate or instrument evidencing any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith or, if required by the Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Shares. If a replacement certificate or instrument evidencing any Shares is requested due to a mutilation thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

6.13      Remedies .

(a)      The parties hereto agree that irreparable damage for which monetary damages, even if available, may not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions.  The parties hereto acknowledge and agree that, subject in all respects to the terms and conditions of this Section 6.13 , the parties hereto shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without any requirement for the posting of security, this being in addition to any other remedy to which they are entitled at law or in equity. Prior to the Closing, the Company shall be entitled to seek specific performance to enforce specifically the terms and provisions of, and to prevent or cure breaches of this Agreement by Purchaser.  Notwithstanding the foregoing or anything herein to the contrary, it is hereby acknowledged and agreed that the Company shall be entitled to seek specific performance to cause Purchaser to cause the Subscription Amount to be funded and to consummate the Closing in accordance with Section 2.1 if, but only if, (a) Purchaser is required to complete the Closing pursuant to Section 2.1 and Purchaser fails to

complete the Closing by the date the Closing is required to have occurred pursuant to Section 2.1 and (b) the Company has irrevocably confirmed in writing that, it is ready, willing and able to close and if specific performance is granted and the Subscription Amount is funded, then the Closing will occur in accordance with Section 2.1 .  Each of the parties hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that (i) either party has an adequate remedy at law or (ii) an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.  Notwithstanding anything else to the contrary in this Agreement, for the avoidance of doubt, while the Company may concurrently seek (A) specific performance or other equitable relief, subject in all respects to this Section 6.13 and (B) payment of the Termination Fee and monetary damages, if, as and when required pursuant to this Agreement, but under no circumstances shall the Company be permitted or entitled to receive (1) both a grant of specific performance to cause the Subscription Amount to be funded at the Closing in accordance with the terms of this Section 6.13 or other equitable relief, on the one hand, and payment of the Termination Fee, monetary damages and/or any other amounts, on the other hand, or (2) both payment of any monetary damages whatsoever, on the one hand, and payment of any of the Termination Fee and/or any other amounts, if any, as and when due, pursuant to Section 6.17 , on the other hand.  Notwithstanding anything in this Agreement to the contrary, except for the right to specific performance set forth in this Section 6.13 (solely to the extent expressly permitted by and subject to the limitations set forth in this Section 6.13 ), the aggregate liability of Purchaser and the Purchaser Related Parties under this Agreement for any reason (under any legal theory), including for any willful breach, shall not exceed the amount of the Termination Fee plus reasonable and out-of-pocket costs and expenses (including attorney’s fees) in connection with actions to collect the such amounts.

(b)      The Company hereby covenants and agrees that it shall not, and shall cause its Affiliates not to, institute in the name of or on behalf of the Company or any other Person any action or bring any other claim arising under, or in connection with, this Agreement or the transactions contemplated hereby, against Purchaser or any Purchaser Related Party except for (i) claims seeking specific performance of the Purchaser’s obligations hereunder (solely to the extent expressly permitted by and subject to the limitations set forth in this Section 6.13), (ii) claims seeking monetary damages for breach, which shall not exceed an aggregate amount equal to the Termination Fee plus reasonable and out-of-pocket costs and expenses (including attorney’s fees) in connection with actions to collect such amounts and (iii) claims seeking payment of the Termination Fee, plus reasonable and out-of-pocket costs and expenses (including attorney’s fees) in connection with actions to collect the Termination Fee, or any portion thereof.

6.14      Payment Set Aside . To the extent that the Company makes a payment or payments to Purchaser pursuant to any Transaction Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

6.15      Adjustments in Share Numbers and Prices . In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or

rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in any Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for such event.

6.16      Termination . This Agreement may be terminated and the transaction contemplated hereby may be abandoned at any time before the Closing:

(a)      by mutual written consent of the Purchaser and the Company;

(b)      by either the Purchaser or the Company:

(i)      if, following the date hereof, any Governmental Authority shall have enacted, issued or entered any restraining order, injunction or similar order or legal restraint or prohibition which remains in effect that enjoins or otherwise prohibits the consummation of the transactions contemplated hereby, and such order, injunction, legal restraint or prohibition shall have become final and non-appealable; or

(ii)      if the Closing shall not have occurred by August 15, 2017 ( the “ Outside Date ”); provided, that the party seeking to terminate this Agreement pursuant to this Section 6.16(b)(ii) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the primary cause of the failure of the Closing to occur on or before the Outside Date.

(c)      by the Purchaser,

(i)      if a breach of any representation or warranty or failure to perform any covenant or agreement of the Company set forth in this Agreement shall have occurred and such breach or failure to perform would cause any of the conditions set forth in Section 5.1(a) or Section 5.1(b) not to be satisfied, and such breach or failure to perform either cannot be cured or, if curable, has not been cured prior to the earlier of (1) the fifteenth (15th) calendar day following receipt by the Company of written notice of such breach or failure to perform from the Purchaser and (2) the fifth (5th) Business Day immediately prior to the Outside Date;

(ii)      if a breach of Section 4.11 shall have occurred; or

(iii)      if the Company or the Board or any committee thereof shall have approved or recommended, or resolved to approve or recommend any Acquisition Proposal or a Definitive Transaction Agreement for an Acquisition Proposal or if the Company or any of its Affiliates shall have entered into a Definitive Transaction Agreement with respect to an Acquisition Proposal;

(d)      by the Company,

(i)      if a breach of any representation or warranty or failure to perform any covenant or agreement of the Purchaser set forth in this Agreement shall have occurred and such breach or failure to perform would cause any of the conditions set forth in Section 5.2(a) or Section 5.2(b) not to be satisfied, and such breach or failure to perform either cannot be cured or has not been cured prior to the earlier of (1) the fifteenth (15th) calendar day following receipt by the Company of written notice of such breach or failure to perform from the Purchaser and (2) the fifth (5th) Business Day immediately prior to the Outside Date; or

(ii)      if (A) the Company shall have received an unsolicited Acquisition Proposal, (B) the Company shall have complied in all material respects with its obligations under Section 4.11 , (C) the Board of Directors has determined in good faith, after consultation with its outside legal counsel, that it is required to terminate this Agreement and pursue such unsolicited Acquisition Proposal in order to comply with its fiduciary duties under applicable law, and the Company concurrently with the termination of this Agreement, enters into, a Definitive Transaction Agreement with respect to such unsolicited Acquisition Proposal, and (D) prior to or concurrently with such termination, the Company pays to the Purchaser the amounts contemplated by Section 6.17(d) ; or

(iii)      if the Closing shall not have occurred by the date that is two (2) Business Days following the date the Closing should have occurred under Section 2.1(b) because Purchaser has failed to transfer from China the Subscription Amount or to cause the Subscription Amount to be transferred from China to the Company, and, the Company has delivered to Purchaser an irrevocable written notice confirming that all conditions set forth in Section 5.2 have been satisfied (or that the Company is willing to waive any unsatisfied conditions in Section 5.2 ) and that the Company is ready, willing and able to consummate the Closing .

6.17      Effect of Termination; Termination Fee .

(a)      In the event of the termination and abandonment of this Agreement pursuant to Section 6.16 , this Agreement shall be void and have no effect, with no liability on the part of any party hereto or its Affiliates, directors, officers or shareholders to the other party, except that no such termination shall relieve any party hereto from any liabilities or damages resulting from any fraud or willful breach of this Agreement or the Termination Fee set forth on Section 6.17(b) or Section 6.17(c) , as the case may be. This Article VI shall survive any termination of this Agreement pursuant to Section 6.16 .

(b)      In the event that the Company terminates this Agreement under Section 6.16(d)(i) or (iii) , then Purchaser shall promptly, but in no event later than two (2) Business Days following the date of such termination, pay or cause to be paid to the Company the Termination Fee. Any fee due under this Section 6.17(b)  shall be paid by wire transfer of same-day funds to an account provided in writing by the Company to Purchaser on the date of termination of this Agreement; provided , that the provisions of this Section 6.17(b)  shall be subject to Section 6.17(e) . The amounts payable pursuant to this Section 6.17(b)  constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Company’s right to receive the Termination Fee pursuant to this Section 6.17(b)  shall be of no further force or effect if the Company or any Company Related Party under its control commences any Proceeding (except any claim in respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against Purchaser or any Purchaser Related Party other than for the payment of the Termination Fee.

(c)      If the Company terminates this Agreement under Section 6.16(d)(ii) or the Purchaser terminates this Agreement under Section 6.16(c)(iii) , then the Company shall, in the case of a termination under Section 6.16(d)(ii) , prior to or concurrently with such termination, and in the case of a termination under Section 6.16(c)(iii) , within two (2) Business Days following such termination, pay or cause to be paid to the Purchaser the Termination Fee. Any fee due under this Section 6.17(c)  shall be paid by wire transfer of same-day funds to an account provided in writing by the Purchaser to the Company on the date of termination of this Agreement; provided , that the provisions of this Section 6.17(c)  shall be subject to Section 6.17(e) . The amounts payable pursuant to this Section 6.17(c)  constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Purchaser’s right to receive the Termination Fee pursuant to this Section 6.17(c)  shall be of no further force or effect if the Purchaser or any Purchaser Related Party

under its control commences any Proceeding (except any claim in respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against the Company or any Company Related Party other than for the payment of the Termination Fee.

(d)      If the Purchaser terminates this Agreement under Section 6.16(c)(ii) , then the Company shall within two (2) Business Days following such termination, pay or cause to be paid to the Purchaser the Expense Reimbursement. Any fee due under this Section 6.17(d)  shall be paid by wire transfer of same-day funds to an account provided in writing by the Purchaser to the Company on the date of termination of this Agreement; provided , that the provisions of this Section 6.17(d)  shall be subject to Section 6.17(e) . The amounts payable pursuant to this Section 6.17(d)  constitute liquidated damages and not a penalty. Notwithstanding the foregoing, the Purchaser’s right to receive the Expense Reimbursment pursuant to this Section 6.17(d)  shall be of no further force or effect if the Purchaser or any Purchaser Related Party under its control commences any Proceeding (except any claim in respect of fraud) as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder against the Company or any Company Related Party other than for the payment of the Expense Reimbursement.

(e)      In the event this Agreement is terminated and the Company is entitled to receive the Termination Fee from Purchaser pursuant to Section 6.17(b) , the Termination Fee shall be the sole and exclusive remedy of the Company and its Affiliates, on one hand, against the Purchaser and the Purchaser Related Parties, on the other hand, in each case, for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or the transactions contemplated hereby (except in the case of fraud). Upon payment of the Termination Fee, neither Purchaser nor any of the Purchaser Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Purchaser be required to pay the Termination Fee more than once. In the event this Agreement is terminated and the Purchaser is entitled to receive the Termination Fee from the Company pursuant to Section 6.17(c) or the Expense Reimbursement pursuant to Section 6.17(d) , the Termination Fee shall be the sole and exclusive remedy of the Purchaser and its Affiliates, on one hand, against the Company and the Company Related Parties, on the other hand, in each case, for any loss suffered as a result of any breach of any representation, warranty, covenant or agreement in this Agreement or the transactions contemplated hereby (except in the case of fraud). Upon payment of the Termination Fee or Expense Reimbursement, as applicable, neither the Company nor any of the Company Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Company be required to pay the Termination Fee or the Expense Reimbursement, as applicable, more than once.

6.18      No Recourse . This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and. No Person that is not a party hereto, including any past, present or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, attorney or representative of any party hereto or any of its Affiliates, shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether (to the extent valid under applicable law) in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. In no event shall the Company or any of its Affiliates, and the Company agrees not to and to cause its controlled affiliates not to, seek to enforce this Agreement

against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Person not a party to this Agreement.

6.19      Waiver of Conflicts . Each party to this Agreement acknowledges that Company Counsel, outside general counsel to the Company, has in the past performed and is or may now or in the future represent the Purchaser or its affiliates in matters unrelated to the transactions contemplated by the Transaction Documents, including representation of Purchaser or its affiliates in matters of a similar nature to the transactions contemplated by the Transaction Documents. The applicable rules of professional conduct require that Company Counsel inform the parties hereunder of this representation and obtain their consent. Company Counsel has served as outside general counsel to the Company and has negotiated the terms of the transactions contemplated by the Transaction Documents solely on behalf of the Company. The Company and Purchaser hereby (a) acknowledge that they have had an opportunity to ask for and have obtained information relevant to such representation, including disclosure of the reasonably foreseeable adverse consequences of such representation; (b) acknowledge that with respect to the transactions contemplated by the Transaction Documents, Company Counsel has represented solely the Company, and not the Purchaser or any stockholder, director or employee of the Company or Purchaser; and (c) gives its informed consent to Company Counsel’s representation of the Company in the transactions contemplated by the Transaction Documents.

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

EXHIBITS

A-1:    Accredited Investor Questionnaire

A-2:    Stock Certificate Questionnaire

B:    Principal Shareholder Agreement

C:    Registration Rights Agreement

D:    Form of Opinion of Company Counsel

E:    Form of Secretary’s Certificate

F:    Form of Company’s Compliance Certificate

G:     Form of Purchaser’s Compliance Certificate

EXHIBIT A-1

ACCREDITED INVESTOR QUESTIONNAIRE

(ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

To:    Maxwell Technologies, Inc.

This Investor Questionnaire (“ Questionnaire ”) must be completed by each potential investor in connection with the offer and sale of the shares of the common stock, par value $0.10 per share, (the “ Shares ”), of Maxwell Technologies, Inc., a Delaware corporation (the “ Corporation ”). The Shares are being offered and sold by the Corporation without registration under the Securities Act of 1933, as amended (the “ Act ”), and the securities laws of certain states, in reliance on the exemptions contained Regulation S of the Act and in reliance on other exemptions under applicable state laws. The Corporation must determine that a potential investor meets certain suitability requirements before offering or selling Shares to such investor. The purpose of this Questionnaire is to assure the Corporation that each investor will meet the applicable suitability requirements. The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemptions from registration is based in part on the information herein supplied.

This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly confidential. However, by signing this Questionnaire, you will be authorizing the Corporation to provide a completed copy of this Questionnaire to such parties as the Corporation deems appropriate in order to ensure that the offer and sale of the Shares will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Shares. All potential investors must answer all applicable questions and complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item.

PART A.    BACKGROUND INFORMATION

Name of Beneficial Owner of the Shares:     

Business Address:             

    (Number and Street)

            

(City)    (State)    (Zip Code)

Telephone Number: (___)         

If a corporation, partnership, limited liability company, trust or other entity:

Type of entity:         

State of Formation:         

Were you formed for the purpose of investing in the securities being offered?

Yes ____    No ____

If an individual :

Residence Address:             

    (Number and Street)

            

(City)    (State)    (Zip Code)

Telephone Number: (___)         

Age: __________    Citizenship: ____________    Where registered to vote: _______________    

If an individual, set forth in the space provided below the state in the United States in which you maintain your residence:

If an entity, set forth in the space provided below the state in the United States in which you made your investment decision:

Are you a director or executive officer of the Corporation?

Yes ____    No ____

EXHIBIT A-2

STOCK CERTIFICATE QUESTIONNAIRE

Pursuant to Section 2.2(b) of the Agreement, please provide us with the following information:

EXHIBIT B

PRINCIPAL SHAREHOLDER AGREEMENT

EXHIBIT C

REGISTRATION RIGHTS AGREEMENT

EXHIBIT D

FORM OF OPINION OF DLA PIPER LLP (US)

(subject to customary exceptions contained in the final opinion issued by Company Counsel)

EXHIBIT E

FORM OF SECRETARY’S CERTIFICATE

The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of Maxwell Technologies, Inc., a Delaware corporation (the “ Company ”), and that as such he is authorized to execute and deliver this certificate in the name and on behalf of the Company and in connection with the Stock Purchase Agreement, dated as of April [ • ] , 2017, by and among the Company and the Purchaser (the “ Stock Purchase Agreement ”), and further certifies in his official capacity, in the name and on behalf of the Company, the items set forth below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Stock Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of this ____ day of April, 2017.

I, Franz Fink, Chief Executive Officer, hereby certify that David Lyle is the duly elected, qualified and acting Secretary of the Company and that the signature set forth above is his true signature.

EXHIBIT A

Resolutions

EXHIBIT B

Certificate of Incorporation

EXHIBIT C

Bylaws

EXHIBIT F

FORM OF COMPANY’S COMPLIANCE CERTIFICATE

The undersigned, the Chief Financial Officer of Maxwell Technologies, Inc., a Delaware corporation (the “ Company ”), pursuant to Section 2.2(a)(iv) of the Stock Purchase Agreement, dated as of April [ • ] , 2017, by and among the Company and the Purchaser (the “ Stock Purchase Agreement ”), hereby represents, warrants and certifies as follows (capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Stock Purchase Agreement):

IN WITNESS WHEREOF, the undersigned has executed this certificate this ___ day of April, 2017.

EXHIBIT G

FORM OF PURCHASER’S COMPLIANCE CERTIFICATE

The undersigned, the [ • ] of SDIC Fund Management Co., Ltd., a limited liability company organized under the laws of the Peoples’ Republic of China (the “ Purchaser ”), pursuant to Section 2.2(b)(i) of the Stock Purchase Agreement, dated as of April [ • ] , 2017, by and among the Purchaser and the Company (the “ Stock Purchase Agreement ”), hereby represents, warrants and certifies as follows (capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Stock Purchase Agreement):

IN WITNESS WHEREOF, the undersigned has executed this certificate this ___ day of April, 2017.

PRINCIPAL SHAREHOLDER AGREEMENT

This PRINCIPAL SHAREHOLDER AGREEMENT (this “ Agreement ”) is made as of April 10, 2017 among Maxwell Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (the “ Company ”) and SDIC Fund Management Co., Ltd. (the “ Shareholder ”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Shareholder or one of its Principal Shareholder Affiliates (as defined below) (the “ Purchaser ”) are, concurrently herewith, entering into a Stock Purchase Agreement, as the same may be amended from time to time (the “ Purchase Agreement ”), which provides for, among other things, the purchase and sale of shares of common stock, par value $0.10 per share, of the Company (the “ Common Stock ”).

WHEREAS, the shares of Common Stock acquired by the Purchaser in accordance with the Purchase Agreement, and any other shares of Common Stock or Common Stock Equivalents of which the Shareholder or the Purchaser acquires beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ 1934 Exchange Act ”), in accordance with the rules and regulations of the Securities and Exchange Commission (the “ SEC ”)) after the date hereof, including (i) by reason of any stock split, stock dividend, reclassification, recapitalization or other similar transaction, (ii) pursuant to the exercise of options or warrants to purchase such shares of Common Stock or Common Stock Equivalents; and (iii) upon the conversion of any convertible debentures or exchange for debt, in each case, shall be subject to the terms and conditions of this Agreement (all such shares of Common Stock beneficially owned by the Purchaser, the “ Shares ”).

WHEREAS, this Agreement sets out the terms and conditions of, among other things, the agreement between the Company and the Shareholder related to certain limitations on the Shareholder’s ownership of the Shares and the Shareholder’s right to nominate a member to the Board of Directors of the Company (the “ Board of Directors ”).

NOW, THEREFORE, this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:

1. Lock-Up Agreement .

1.1      The Shareholder agrees that the Shares whether now owned or hereafter acquired by the Shareholder or its Principal Shareholder Affiliates (collectively, the “ Lock-Up Shares ”) shall be subject to the restrictions and obligations as set forth in this Section 1.

1.2      The Shareholder and its Principal Shareholder Affiliates shall not, without the prior written consent of the Company, directly or indirectly, during the Lock-Up Period (as defined below): (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of or lend, directly or indirectly, Lock-Up Shares; (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (iii) subject to the terms of the Registration Rights Agreement, dated the date hereof, between the Company and the Shareholder, make any demand for or exercise any right with respect to, the registration of any Lock-Up Shares; or (iv) publicly disclose the intention to do any of the

foregoing (each of the foregoing a “ Transfer ”). The “ Lock-Up Period ” shall mean the period commencing on the date of the Effective Time and continuing until and including the date that is 18 months after the date of the Effective Time, at which time the Lock-Up Period shall automatically terminate without any action by any party, unless otherwise mutually agreed to in writing by the Company and Shareholder.

1.3      Notwithstanding any other provision of this Section 1, the Shareholder and its Principal Shareholder Affiliates may Transfer any or all of the Lock-Up Shares (i) by gift or to any member of the immediate family of the Shareholder or such Principal Shareholder Affiliates or to any trust or partnership for the direct or indirect benefit of the Shareholder or such Principal Shareholder Affiliates or the immediate family of the Shareholder or such Principal Shareholder Affiliates (including by will or intestate succession), provided that any such Transfer shall not involve a disposition for value, (ii) to any Affiliates (as defined below), associates, limited partners, members or shareholders of the Shareholder, (iii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction available to all holders of Common Stock, and (iv) to the Company or any of its Subsidiaries; provided, however, that in any such case it shall be a condition to the Transfer pursuant to clauses (i) and (ii) above, that the transferee executes an agreement stating that the transferee is receiving and holding the Lock-Up Shares subject to the provisions of this Agreement and there shall be no further Transfer of such Lock-Up Shares except in accordance with this Agreement. For the avoidance of doubt, a “Transfer” shall not include any direct or indirect transfer of the equity securities of Shareholder or such Principal Shareholder Affiliates or any issuance of equity securities by the Shareholder or such Principal Shareholder Affiliates.

1.4      Without limiting the restrictions or obligations herein, any Transfer shall remain at all times subject to applicable securities laws.

1.5      The Shareholder agrees that the Company may place an appropriate restrictive legend on any stock certificates representing the Lock-Up Shares, or if the applicable Lock-Up Shares are evidenced by a book entry notification, state that such restrictions apply to such Lock-Up Shares on the books and records of the Transfer Agent issued to the Shareholder to indicate that such shares are subject to the terms of this Agreement. The Company agrees that it will (or will instruct the Transfer Agent to) promptly remove such restrictive legend upon the expiration of the Lock-Up Period and that the Company shall pay all costs associated with such removal (including all reasonable legal and broker fees of the Shareholder).     

2.      Standstill .

2.1      Separate and apart from the duties and responsibilities of the Shareholder Director (as defined below), the Shareholder agrees that, until the date that is eighteen (18) months from the Closing, except in the case of Section 2.1(d) below, which shall continue until the date that is thirty-six (36) months from the Closing, at which times the standstill period shall end (the “ Standstill Period ”), (unless specifically requested in writing by the Company, acting through a resolution of a majority of Company’s directors), it shall not, and shall cause each of its controlled Affiliates (other than any Non-Private Equity Business (as defined below) of the Shareholder or its Affiliates) (such controlled Affiliates, together with the Shareholder, the “ Principal Shareholder Affiliates ”) not to:

(a)      make, or in any way participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) or consents to vote or seek to advise or influence any other stockholder of the Company with respect to the voting of any voting securities of the Company

(b)      seek, alone or in concert with others, representation on the Board (other than to ensure compliance with the terms of this Agreement) or otherwise seek, or knowingly encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or, except through the Shareholder Director or Observer, acting in such Shareholder Director’s or Observer’s capacity as such, and except through the exercise of its voting rights as a shareholder of the Company, seek or knowingly encourage any third Person with respect to the election or removal of any directors;

(c)      form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the 1934 Exchange Act) with respect to Common Stock or Common Stock Equivalents;

(d)      acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group, through swap or hedging transactions any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Shares or otherwise, any securities of Company or any rights decoupled from the underlying securities of Company that would result in the Principal Shareholder Affiliates owning, controlling or otherwise having any beneficial or other ownership interest in more than 19.9% of Common Stock outstanding at such time; provided, that, nothing herein will require Common Stock to be sold to the extent that the Principal Shareholder Affiliates, collectively, exceed the ownership limit under this clause (c) as the result of a share repurchase or similar Company action that reduces the number of outstanding shares of Common Stock;

(e)      except through the Shareholder Director or Observer, acting in such Shareholder Director’s or Observer’s capacity as such, and except through the exercise of its voting rights as a shareholder of the Company, otherwise act, alone or in concert with others, to seek to control, advise, change or influence the management, board of directors, governing instruments, policies or affairs of the Company;

(f)      make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the matters set forth in this Section 2.1;

(g)      disclose any intention, plan or arrangement inconsistent with the foregoing; or

(h)      have any discussions or enter into any arrangements (whether written or oral) with, or advise, assist or encourage any other Persons in connection with any of the foregoing.

2.1      The restrictions set forth in Section 2.1 shall not apply if any of the following occurs:

(a)      in the event that the Company enters into a definitive agreement for a merger, consolidation or other business combination transaction as a result of which the stockholders of the Company would own (including, but not limited to, beneficial ownership) voting securities of the resulting corporation having 50% or less of the total voting power of the outstanding voting securities;

(b)      in the event that a tender offer or exchange offer for at least 50.1% of the outstanding voting securities of the Company is commenced by a third Person; or

(c)      the Company solicits from one or more Persons or enters into discussions with one or more Persons regarding, a proposal with respect to a merger of, or a business combination transaction involving, the Company, in each case without similarly soliciting a proposal from the Shareholder, or the Company makes a public announcement that it is seeking to sell itself and/or explore strategic alternatives and, in such event, such announcement is made with the approval of its Board of Directors.

2.2      Nothing in this Section 2 shall restrict the Shareholder from making any proposal directly to the Board of Directors on a confidential basis or from voting its Common Stock or Common Stock Equivalents in any manner the Shareholder and its Principal Shareholder Affiliates determine in their sole discretion.

2.3      If the terms of this Section 2 conflict in any way with the provisions of the Confidentiality Agreement, then the provisions of this Section 2 shall control. The Confidentiality Agreement shall terminate upon the occurrence of the Effective Time, but shall continue in full force and effect until the Effective Time, and thereafter, the confidentiality obligations set forth in Section 5 below shall continue in full force and effect in accordance with the terms of this Agreement.

2.4      For purposes of this Agreement, “ Non-Private Equity Business ” shall mean any business or investment of the Shareholder and its Affiliates distinct from the business of primarily making investments as conducted the Shareholder and its Affiliates; provided, that such business or investment shall not be deemed to be distinct from such private equity business if and at such time that (a) any confidential information with respect to the Company or its  Subsidiaries is made available to investment professionals of such business or investment who are not involved in the private equity business and who are involved in such other business or investment or (b) the Shareholder or any of its Affiliates instructs any such business or investment to take any action that would violate any provision of this Agreement had such action been taken directly by the Shareholder.

3.      Non-Competition / Non-Solicitation .

3.1      For purposes of this Agreement:

(a)      “ Affiliate ” shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person; provided, however, that notwithstanding the foregoing, except to the extent acting at the direction of the Shareholder, each portfolio company or other third-party investments of the Shareholder or any of its Affiliates and the limited partners of each investment fund affiliated with the Shareholder shall be deemed not to be Affiliates of the Shareholder.

(b)      “ Business ” shall mean the Company’s current business.

(c)      “ Business Competitor ” shall mean any Person listed on Exhibit A.

(d)      “ Business Territory ” shall mean worldwide.

(e)      “ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

(f)      “ Person ” shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity not specifically listed herein.

(g)      “ Restricted Period ” shall mean the period commencing on the date of the Effective Time and ending on the date that is three (3) years from the date on which the Shareholder first ceases to have the right to nominate a Shareholder Director in accordance with Section 4.1.

(h)      “ Restricted Employee ” shall mean any employee or independent contractor of the Company or any of its Subsidiaries.

3.2      During the Restricted Period, unless otherwise requested in writing by the Company, Shareholder will not, and will not permit its controlled Affiliates (other than its Non-Private Equity Business) to, directly or indirectly:

(a)      hire or solicit for employment or as a consultant, or knowingly induce or knowingly attempt to persuade to terminate his or her employment with the Company or any Subsidiary, any Restricted Employee; provided, that this clause (a) shall not preclude a general solicitation through a public medium or general or mass mailing that is not targeted at employees of the Company or any of the Subsidiaries; or

(b)      solicit or knowingly encourage any current customer, current supplier, current manufacturer or Person that currently has a business relationship with the Company to reduce, alter or terminate its relationship with or divert any current customer of the Company away from the Company for the benefit of any Person competing with the Business within the Business Territory.

3.3      During the Restricted Period, the Shareholder will not, and will not permit its controlled Affiliates (other than its Non-Private Equity Business) to, make any investment or otherwise own or acquire any equity interest in any Business Competitor.

3.4      Section 3.3 notwithstanding, Shareholder and its Affiliates may acquire (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) the ownership of or any equity interest in any Person if the annual revenues of such Person from any Competing Business are no more than twenty percent (20%) of such Person’s total consolidated annual net sales (based on the most recent full fiscal year revenues of such Person); provided, that if such consolidated annual net sales are in excess of twenty percent (20%), then the Shareholder and its Affiliates shall be permitted to acquire ownership or equity of such Person and the Shareholder shall or shall cause such Affiliate to enter into a definitive agreement to divest such Competing Business within twelve (12) months of the closing of such acquisition.

4.      Shareholder Director; Observer .

4.1      The Company agrees that in accordance with the Company’s certificate of incorporation and by-laws and Delaware law, the Board of Directors of the Company (the “ Board ”) shall appoint a single director nominated by the Shareholder (such individual or any substitute chosen in accordance with Section 4.4, the “ Shareholder Director ”) to serve as a director of the Company as promptly as reasonably possible but no later than the next business day following the Company’s 2017 Annual Meeting of Stockholders . So long as the Shareholder beneficially owns at least ten percent (10%) or more of the Common Stock outstanding (the “ Ownership Threshold ”), then Company shall include the Shareholder Director (other

than in the case of the refusal or inability of any such person to serve, in which case the Board shall include his substitute chosen in accordance with Section 4.4) appointed to the Board pursuant to this Section 4.1 as a nominee to the Board on any slate of nominees recommended by the Board in the Company’s proxy statement and on its proxy card relating to the annual meeting of the Board in which such Shareholder Director stands for re-election (the “ Future Shareholder Meeting ”) and shall use its reasonable best efforts (which shall include the solicitation of proxies) to obtain the election of the Shareholder Director at such Future Shareholder Meeting (it being understood that such efforts shall not be less than the efforts used by the Company to obtain the election of any other independent director nominee nominated by it to serve as a director at such meeting).

4.2      As a condition to the Shareholder Director’s appointment to the Board, the Shareholder shall (or shall cause the Shareholder Director to) have provided to the Company completed D&O Questionnaires in the form customarily provided by the Company to its directors and executed irrevocable resignations as director in the form attached hereto as Exhibit B (the “ Irrevocable Resignation Letter ”). As a further condition to the Shareholder’s nomination for election as a director of the Company, the Shareholder shall (or shall cause the Shareholder Director to), as promptly as practicable upon request of the Company, provide (i) executed consents from the Shareholder Director to be named as a nominee in Company’s proxy statement and to serve as a director if so elected, in the form customarily provided by the Company to its directors, (ii) any information required to be or customarily disclosed for all applicable directors, candidates for directors, and their affiliates and Representatives in a proxy statement or other filings under applicable law or stock exchange rules or listing standards, (iii) information in connection with assessing eligibility, independence and other criteria applicable to all applicable directors or satisfying compliance and legal obligations, and (iv) such other information as reasonably requested by the Company from time to time with respect to the Shareholder or the Shareholder Director.

4.3      Subject to Section 4.9, at all times while serving as a member of the Board, the Shareholder Director shall comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee Board members, including, but not limited to, the Company’s Code of Business Conduct and Ethics and Insider Trading Policy.

4.4      If, during the Standstill Period, the Shareholder Director (i) resigns (including by reason of a change in principal business occupation or position or service on additional boards), (ii) refuses to serve, (iii) is removed by the shareholders as a director, (iv) does not receive sufficient votes from shareholders for election as a director, or (v) the Shareholder Director is unable to serve due to death or disability, in each case provided that such Shareholder Director is otherwise then entitled to be appointed or serve, as applicable, as a director of the Company pursuant to this Agreement, then the Shareholder shall be entitled to designate a replacement director or directors, as applicable, who shall (A) be reasonably acceptable to the Company, (B) qualify as an independent director of the Company under the listing rules of NASDAQ, and (C) provide the items required to be provided by the Shareholder Director pursuant to Section 4.2, and thereafter such individual or individuals, as applicable, shall be considered to be the “Shareholder Director” under this Agreement; provided, however in the instances of subsections (iii) or (iv) of this Section 4.4, the Shareholder shall be entitled to designate a single replacement without the right of future replacements should any subsequent replacement Shareholder otherwise be removed by the shareholders or does not receive sufficient votes from the shareholders of the Company.

4.5      Notwithstanding anything to the contrary in this Agreement, the obligations set forth in this Section 4 shall be contingent upon the closing of the transactions contemplated by the Purchase Agreement and become effective at, and subject to, the occurrence of the Closing.

4.6      Notwithstanding anything to the contrary in this Agreement, this Agreement shall terminate immediately, and the Shareholder Director shall promptly offer to resign from the Board and any committee thereof (and, if requested by the Company, promptly deliver the written resignation to the Board (which shall provide for the immediate resignation) it being understood that it shall be in the Board’s sole discretion whether to accept or reject such resignations), and the Company shall have no further obligation with respect to the Shareholder Director under this Section 4, if (a) notwithstanding the standstill obligations set forth in Section 2, the beneficial ownership of the Shareholder is less than the Ownership Threshold or (b) there is a final, non-appealable decision of a court of competent jurisdiction that the Shareholder breached its obligations under this Agreement in any material respect and, if capable of being cured, such material breach or failure has not been cured within 15 days after receipt by the Shareholder of written notice from the Company specifying such material breach or failure. In furtherance of this Section 4.6, the Shareholder Director has, concurrently with the execution of this Agreement, executed the Irrevocable Resignation Letter and delivered it to the Company.

4.7      Subject to Section 4.9, the Shareholder (and the Shareholder Director) acknowledges that the Shareholder Director shall have all of the rights and obligations, including fiduciary duties to Board and its stockholders, of a director under applicable law and Company’s organizational documents while such Shareholder Director is serving on the Board.

4.8      If at any time during the term of this Agreement, there is no Shareholder Director serving on the Board and at such time the Shareholder satisfies the Ownership Threshold, then the Shareholder may designate one (1) observer (the “ Observer ”) to attend, as a non-voting observer, all meetings (including telephonic meetings) of the Board and its committees. The Company shall, at any time, (a) provide the Observer with reasonable access, upon reasonable notice, to the books and records of the Company and its subsidiaries and (b) provide the Observer with (i) notice of all meetings of the Board and its committees and (ii) provide all information delivered to the members of the Board and its committees prior to such meetings at the same time such notice and information is delivered to the members of the Board and its committees. Notwithstanding the foregoing, the Company shall be entitled to (A) excuse the Observer from any portion of a Board meeting or a meeting of any of its committees (1) if the Observer’s participation in such meeting would reasonably be expected to create a conflict of interest or adversely affect the attorney/client privilege of the Company and its legal advisors and (2) withhold information from the Observer delivered to the Board or any of its committees prior to a meeting of the Board or, as the case may be, such committee, in each case, if the receipt of such information would reasonably be expected to create of conflict of interest or adversely affect the attorney/client privilege of the Company and its legal advisors. The Company agrees to pay all reasonable out-of-pocket expenses of the Observer incurred in connection with participating in or attending meetings pursuant to Section 4.8 in a similar fashion and consistent with the reimbursement policies extended to all Board members. Subject to Section 4.9, at all times while serving as an Observer, the Observer shall comply with the Company’s Insider Trading Policy.

4.9      Subject to Section 3.3 and Section 3.4, none of the Shareholder, any of its Affiliates or representatives and the Shareholder Director (the “ Covered Person ”) shall have any duty to communicate or present an investment or business opportunity or prospective economic advantage to the Company in which the Company may, but for the provisions of this Section 4.9 , have an interest or expectancy (a “ Corporate Opportunity ”), and (b) none of the Shareholder, any of its Affiliates or representatives and the Shareholder Director shall be deemed to have breached any fiduciary or other duty or obligation to the Company by reason of the fact that any such Person pursues or acquires a Corporate Opportunity for itself or directs, sells, assigns or transfers such Corporate Opportunity to another Person or does not communicate information regarding such Corporate Opportunity to the Company. The Company renounces any interest in a Corporate Opportunity and any expectancy that a Corporate Opportunity will be offered to the Company,

and at or prior to the Effective Time, the Board shall adopt resolutions in accordance with Section 122(17) of the Delaware General Corporation Law to give effect to such renunciation. For purposes of this Section 4.9, a Corporate Opportunity shall specifically exclude any investment, business opportunity or prospective economic advantage that is presented to, or acquired, created or developed by, or otherwise comes into the possession of the Shareholder Director or Observer acting directly in such capacity solely for or on behalf of the Company or to the Shareholder or any of its Affiliates from the Shareholder Director or Observer acting directly in such capacity solely for or on behalf of the Company.

5.      Confidentiality . The Confidentiality Agreement shall continue in full force and effect until the Closing Date, at which time the Confidentiality Agreement shall be terminated and be of no further force and effect. From the Closing Date until the date that is three (3) years following the date on which the Shareholder first ceases to have the right to nominate a Shareholder Director in accordance with Section 4.1, Shareholder shall hold any confidential information provided by the Company, regarding this Agreement, the Purchase Agreement or otherwise (the “ Confidential Information ”), in strict confidence and shall not divulge any such information to any third person; provided, however, that Shareholder may disclose such information (i) to his, her or its attorneys, accountants, consultants, trustees, beneficiaries and other professionals to the extent necessary to obtain their services in connection with Shareholder’s interests in the Company and Shareholder’s rights under the Purchase Agreement or other agreements entered into in connection with the Purchase Agreement, including his, her or its rights to receive proceeds pursuant to or as a result of the Purchase Agreement (provided such advisors are made aware of the confidentiality restrictions contained in this Section 5 and agree to abide by such provisions (and in any event the Shareholder shall be responsible for any breach by any such party of the confidentiality provisions of this Section 5)), and/or (ii) to any existing Affiliate of the Shareholder or any officer, director, employee, partner, member, shareholder, parent or subsidiary of Shareholder or any such Affiliate), in each case in the ordinary course of his, her or its business, provided in each case that such Shareholder informs the Person receiving the information that such information is confidential and such Person agrees to abide by the terms of this Section 4; provided, further, that the Confidential Information shall not include information which (a) is, or becomes, generally available other than as a result of a disclosure by the Shareholder or its representatives in violation of this Agreement, (b) is, or becomes, available to the Shareholder or its representatives from a source other than the Company or its representatives, provided that such source is not, and was not, actually known by the Shareholder or its representatives, as the case may be, to be prohibited from transmitting such information by any contractual, fiduciary or other legal obligation of confidentiality to the Company, (c) was available to the Shareholder or its representatives on a non-confidential basis prior to disclosure by the Company or the Company’s representatives or (d) is or was independently developed by the Shareholder or its Affiliate without use of the Company’s confidential information. If the Shareholder or any of its representatives are requested or required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Company’s confidential information, the Shareholder agrees to notify the Company so that the Company may, at the Company’s sole expense, promptly seek any appropriate protective order and/or promptly take any other action. In the event that such protective order is not promptly obtained, or that the Company waives compliance with the provisions hereof, (x) the Shareholder or such representative, as the case may be, may disclose to any tribunal or other person only that portion of the Company’s confidential information which is legally required to be disclosed or disclosure of which is otherwise necessary to avoid sanction for contempt of court (or such other tribunal or person) and shall use its commercially reasonable efforts, at the Company’s sole expense, to obtain assurance that confidential treatment will be accorded such Company’s confidential information and (y) the Shareholder shall not be liable for such disclosure unless such disclosure to such tribunal or other person was caused by, or resulted from, a previous disclosure by the Shareholder or any of its representatives, which disclosure was not permitted under the terms of this Agreement. Notwithstanding the restrictions imposed by this Section 5, the Shareholder and its Affiliates may disclose confidential information in connection with any

audits or regulatory examinations (including by regulatory or self-regulatory bodies) to which Shareholder and its Affiliates becomes subject in the ordinary course of its business or any blanket request from any bank, securities, tax or other governmental or supervisory or regulatory authority (or examiner thereof) having jurisdiction in the course of a routine ordinary course examination of Shareholder’s and its Affiliates’ books and records (provided that such audit, examination or blanket request does not specifically target the Company or the Purchase Agreement).  The Shareholder further acknowledges and agrees that non-public materials provided to the Shareholder Director and communications relating to the Board shall be deemed confidential information.

6.      Miscellaneous .

6.1      Notices . Any and all notices and other communications and deliveries required or permitted to be provided here under shall be in writing and shall be delivered by hand or overnight courier service or sent by email transmission, and in the case of email transmission, with copies by hand delivery or overnight courier service to the respective parties below (or in each case, as otherwise notified by any of the parties below) and shall be effective and deemed to have been given (a) when sent by email with receipt confirmed between 9:00 a.m. and 5:00 p.m., Pacific time, on any Business Day, or on the next Business Day when sent by email with receipt confirmed following 5:00 p.m., Pacific time or (b) other than when previously delivered by email in accordance with this Section 6.1, upon actual receipt when delivered by hand or overnight courier service. The address for such notices and communications shall be as follows:

or to such other street address, individual or electronic communication number or address as may be designated by notice given by any party to the others. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile or electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the following Business Day if not given during such hours on any day.

6.2      Interpretation . When a reference is made in this Agreement to sections or exhibits, such reference shall be to a section of or an exhibit to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The phrases “the date of this Agreement,” “the date hereof,” and terms of similar import, unless the context otherwise requires, shall be deemed to refer to the date first above written. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender, (ii) words using the singular or plural number

also include the plural or singular number, respectively, and (iii) the terms “hereof,” “herein,” “hereunder” and derivative or similar words refer to this entire Agreement.

6.3      Specific Performance; Injunctive Relief . The parties hereto acknowledge that they will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to a party upon any such violation of this Agreement by the other party, the non-violating party shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available at law or in equity and the violating party hereby waives any and all defenses that could exist in his, her or its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.

6.4      Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties hereto; it being understood that all parties need not sign the same counterpart.

6.5      Entire Agreement; Nonassignability; Parties in Interest; Death or Incapacity . This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) are not intended to confer, and shall not be construed as conferring, upon any person other than the parties hereto any rights or remedies hereunder. Except as otherwise provided in this Agreement, neither this Agreement nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party hereto without the prior written consent of the other party, and any such assignment or delegation that is not consented to shall be null and void. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns (including any person to whom any Shares are sold, transferred or assigned).

6.6      Severability . If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and all other terms and provisions of this Agreement will not in any way be affected or impaired so long as the economic and legal substance of the Transactions is not affected in any manner materially adverse to any party. In such event, the parties hereto will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

6.7      Remedies Cumulative . Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative (but without duplication) with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy.

6.8      Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively in the Delaware Courts. Each party hereto hereby

irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such Delaware Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY .

6.9      Termination . The term of this Agreement shall continue in full force and effect from the Effective Time until the earliest of the following dates: (a) the date as of which the parties hereto terminate this Agreement by written agreement; (b) the date as of which the last of the rights and obligations provided by Section 1.4 have expired and are in no further effect; (c) the closing of a transaction or series of related transactions deemed to be a liquidation, dissolution, winding up, merger or consolidation of the Company, provided, that in the case of a merger or consolidation, this Agreement shall terminate if and only if the Shareholder receives cash in exchange for all the Shares and the acquiror is a Person other than the Company, the Shareholder or their respective Affiliates; and (d) a termination in accordance with Section 4.6.

6.10      Amendment . Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party against which the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right hereunder.

6.11      Rules of Construction . The parties hereto agree that they have been (or have had the opportunity to be) represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

6.12      Additional Documents, Etc. Shareholder and the Company shall execute and deliver any additional documents necessary or desirable to carry out the purpose and intent of this Agreement.

6.13      Effectiveness . Notwithstanding anything herein to the contrary, the rights and obligations of the parties under this Agreement will take effect automatically with no further action of the parties at the Closing (the “ Effective Time ”), and this Agreement will be of no force or effect until that time.

IN WITNESS WHEREOF, the parties hereto have caused this Shareholder Agreement to be executed as of the date first above written.

EXHIBIT A

LIST OF BUSINESS COMPETITORS

1. Panasonic, a division of Matsushita Electric Industrial Co., Ltd.,

2. NessCap Co., Ltd.,

3. LS Mtron, a unit of LS Cable,

4. Supreme Power Solutions Co., Ltd.,

5. Vina Technology Company, Ltd.,

6. Samxon, a unit of Man Yue Technology Holdings, Ltd.

7. Skeleton Technologies

8. Yunasko, Ltd.

9. Ioxus, Inc.

EXHIBIT B

FORM OF IRREVOCABLE RESIGNATION

OF THE SHAREHOLDER DIRECTOR

March __, 2017

Attention: Board of Directors

Maxwell Technologies

3888 Calle Fortunada

San Diego, CA 92123

Re: Resignation

Ladies and Gentlemen:

This irrevocable resignation is delivered pursuant to Section 4.2 and 4.6 of the Shareholder Agreement, dated as of March __, 2017 (the “ Agreement ”), by and between Maxwell Technologies, Inc. (“ Company ”) and the Shareholder. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement. Effective only upon, and subject to, such time as there has been a final, non-appealable decision of a competent court that the Shareholder has breached its obligations under the Agreement in any material respect and, if capable of being cured, such material breach or failure has not been cured within 15 days after receipt by the Shareholder of written notice from the Company specifying the material breach or failure, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.

This resignation may not be withdrawn by me at any time during which it is effective.

Sincerely,

By:

Name:

MAXWELL TECHNOLOGIES, INC.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of April 10, 2017, between Maxwell Technologies, Inc., a Delaware corporation (the “ Company ”), and SDIC Fund Management Co., Ltd., a limited liability company organized under the laws of the Peoples’ Republic of China (the “ Purchaser ”).

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “ Purchase Agreement ”) and shall take effect as of the Effective Time.

The Company and the Purchaser hereby agrees as follows:

1. Definitions .

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“ Advice ” has the meaning set forth in Section 8(c) .

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled by or is under common control with such Person.

“ Company Shelf Notice ” has the meaning set forth in Section 2(a)(i) .

“ Control ” (including the terms “controlling”, “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Effectiveness Date ” means, with respect to the Initial Registration Statement required to be filed hereunder, the 60 ^th calendar day after the Filing Date, and with respect to any additional Registration Statements which may be required pursuant to Section 4(c) , the 90 ^th calendar day following the date on which an additional Registration Statement is required to be filed hereunder; provided , however , that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; and provided, further , if the Effectiveness Date falls on a Saturday, Sunday or other date the Commission is closed for business, the Effectiveness Date shall be extended to the next business day on which the Commission is open for business.

“ Effectiveness Period ” has the meaning set forth in Section 2(b) .

“ Filing Date ” means, with respect to the Initial Registration Statement required hereunder, the 30 ^th calendar day following the Shelf Notice and, with respect to any additional Registration Statements which may be required pursuant to Section 4(c) , the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable Securities; provided, however , if the Filing Date falls on a Saturday, Sunday or other date the Commission is closed for business, the Filing Date shall be extended to the next business day on which the Commission is open for business.

“ Governmental Authority ” means any United States federal, state or local or any supra-national or non-U.S. government, political subdivision, governmental, regulatory or administrative authority, securities exchange, instrumentality, agency, body or commission, self-regulatory organization or any court, tribunal, or judicial or arbitral body

“ Holder ” or “ Holders ” means the Purchaser or any other purchaser or purchaser(s), as the case may be, of Common Stock from the Company pursuant to the Purchase Agreement and any Person to whom a Holder transfers Registrable Securities in accordance with the terms of the Transaction Documents and assigns the obligations and benefits of this Agreement in accordance with the terms of this Agreement.

“ Indemnified Party ” has the meaning set forth in Section 7(c) .

“ Indemnifying Party ” has the meaning set forth in Section 7(c) .

“ Initial Registration Statement ” means the initial Registration Statement filed pursuant to this Agreement.

“ Initiating Holders ” shall mean any Holder or Holders who in the aggregate hold at least (i) a majority; or (ii) in the event of Purchaser and any of its Affiliates, twenty-five percent (25%), in each case, of the Registrable Securities then outstanding.

“ Lock-Up Period ” means the 18-month period following the Closing Date.

“ Losses ” has the meaning set forth in Section 7(a) .

“ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity not specifically listed herein.

“ Piggyback Offering ” has the meaning set forth in Section 3(a).

“ Plan of Distribution ” has the meaning set forth in Section 2(a) .

“ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement,

and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus, including any free-writing prospectus, as defined in Rule 433 under the Securities Act.

“ Registrable Securities ” means (i) all Shares, (ii) any other shares of Common Stock held by a Holder and (iii) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided , that such securities shall cease to be Registrable Securities upon the earliest to occur of (a) the date on which such securities are disposed of pursuant to an effective registration statement under the Securities Act, (b) the date on which such securities are disposed of pursuant to Rule 144 (or any successor provision) promulgated under the Securities Act and (c) any time that the Holder of such securities, together with its Affiliates, (x) owns securities representing less than 5% of the then outstanding shares of Common Stock and (y) is permitted sell such securities under Rule 144(b)(1) under the Securities Act (or any successor provision thereto).

“ Registration Statement ” means the registration statement required to be filed hereunder and any additional registration statements contemplated by Section 4(c) , including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“ Selling Stockholder Questionnaire ” has the meaning set forth in Section 2(d) .

“ SEC Guidance ” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Staff and (ii) the Securities Act.

“ Shelf Notice ” has the meaning set forth in Section 2(a) .

“ Shelf Underwritten Offering ” has the meaning set forth in Section 3(a).

“ Staff ” means the staff of the Commission.

“ Suspension Period ” means any period in respect of which the Company has furnished to Holders requesting a Shelf Registration or whose Registrable Securities are included in a Shelf Registration Statement, as applicable, a certificate signed by the chief executive officer or president of the Company stating that in the good faith judgment of the Board the applicable Registration Statement would (i) require the disclosure of a material transaction or other matter and such disclosure would be materially disadvantageous to the Company, (ii) adversely affect a material

financing, acquisition, disposition of assets, merger or other comparable transaction; or (iii) otherwise be materially detrimental to the Company and its shareholders for such registration statement to be filed; provided, however, that (a) the Company shall not exercise such right more than twice in any twelve (12)-month period, (b) no single Suspension Period lasts more than sixty (60) days, and (c) at least thirty (30) days must elapse between each Suspension Period.

“ Takedown Notice ” has the meaning set forth in Section 3(a).

“ Takedown Request ” has the meaning set forth in Section 3(a).

2.      Shelf Registration .

(a)      Subject to the conditions of this Section 2, if the Company shall receive at any time after the expiration the Lock-up Period, a written request from the Initiating Holders that the Company file a registration statement under the Securities Act covering the registration for sale on a delayed or continuous basis, in accordance with Rule 415 (a “ Shelf Registration Statement ”) of Registrable Securities (the “ Shelf Notice ”) then outstanding (which request may include a Takedown Request pursuant to Section 3), the Company shall:

(i)      promptly give written notice of the proposed registration and the Initiating Holders’ request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities, if any (the “ Company Shelf Notice ”), which Holders may elect to participate in such registration by providing a written notice to such effect to the Company by ten (10) Business Days after delivery of the Company Shelf Notice; and

(ii)      as soon as practicable, use commercially reasonable efforts to effect such registration as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in the Shelf Notcice together with all or such portion of the Registrable Securities of any other Holders providing the notice referred to in clause (i);

provided, however , that the Company shall not be obligated to effect any such registration pursuant to this Section 2(a):

(A)      if the Company is not then eligible or permitted to file a registration statement on Form S‑3;

(B)      if the Initiating Holders, together with any other Holders entitled to and requesting inclusion of Registrable Securities in such registration, propose to register fewer than one-half of the Registrable Securities then outstanding or the aggregate value of such Registrable Securities have an aggregate value less than $500,000;

(C)      during any Suspension Period;

(D)      during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of a Registration Statement or Rule 424 prospectus in respect of, and ending on the date ninety (90) days immediately following, a Piggyback

Offering or Shelf Underwritten Offering; provided that during the thirty (30)-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to consummate such Piggyback Offering or Shelf Underwritten Offering, as applicable; provided , further , that the Company may only delay an offering pursuant to this subsection (D) for a period of not more than ninety (90) days if a filing of any other Registration Statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or

(E)      subject to the provisions of clause (d) below, so long as the initial Shelf Registration Statement filed pursuant to this Section 2(a) remains effective.

(b)      Each Shelf Registration Statement shall be on Form S-3 or a successor form. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until the earlier of date on which all Registrable Securities covered by the Shelf Registration Statement (i) have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, (ii) are otherwise sold or disposed of by the Holder(s) thereof and no longer included in such Shelf Registration Statement or (iii) are no longer Registrable Securities under this Agreement (the “ Effectiveness Period ”). The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of the Registrable Securities under the Registration Statement.

(c)      Each Initiating Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire substantially in the form attached to this Agreement as Exhibit A (a “ Selling Stockholder Questionnaire ”) in connection with the delivery of the Shelf Notice and each other Holder agrees to furnish a Selling Stockholder Questionnaire not more than thee (3) Trading Days following receipt of the Company Shelf Notice. At least four (4) Trading Days prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company will notify each Holder of the information the Company requires from that Holder other than the information contained in the Selling Stockholder Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within two (2) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not be entitled to be named as a selling securityholder in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to any requests for further information as described in the previous sentence. If a Holder of Registrable Securities returns a Selling Stockholder Questionnaire or a request for further information, in either case, after its respective deadline, the Company shall use its commercially reasonable efforts at the expense of the Holder who failed to return the Selling Stockholder Questionnaire or to respond for further information to take such actions as are required to name such Holder as a selling security holder in the Registration Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the Registration

Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire or request for further information. Each Holder acknowledges and agrees that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(d) will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

(d)      Within twenty (20) days after a written request by one or more Holders of Registrable Securities to register for resale any Registrable Securities owned by such Holders that are not already the subject of any currently effective Shelf Registration Statement, the Company shall either (i) file a new Shelf Registration Statement substantially similar to the Shelf then effective, if any, to register for resale such Registrable Securities or (ii) add such Registrable Securities to an existing Shelf Registration Statement (each, a “ Follow-On Shelf ”). The Company shall give written notice (the “ Follow-On Registration Notice” ) of the filing of the Follow-On Shelf at least ten (10) days prior to filing the Follow-On Shelf to all Holders of Registrable Securities whose Registrable Securities are not already the subject of a Shelf Registration Statement and shall include in such Follow-On Shelf all Registrable Securities with respect to which the Company has received written requests for inclusion therein within seven (7) days after sending the Follow-On Registration Notice. Notwithstanding the foregoing, the Company shall not be required to file a Follow-On Shelf (x) if the aggregate amount of Registrable Securities requested to be registered on such Follow-On Shelf by all Holders that have not yet been registered represent less than either 1% of the then outstanding shares of Common Stock or one-half of the Registrable Securities not the subject of a Registration Statement or (y) if the Company has filed a Shelf Registration Statement or Follow On Shelf in the prior one hundred and eighty (180) days. The Company shall use reasonable best efforts to cause such Follow-On Shelf to be declared effective as promptly as practicable and in any event within sixty (60) calendar days of filing such Follow-On Shelf.

(e)      During any Suspension Period, the Shareholders whose Registrable Securities are covered by a Shelf Registration Statement shall suspend sales of Registrable Securities under the Shelf Registration Statement until the requisite changes to the prospectus have been made as required below. After the expiration of any Suspension Period and without any further request from a Shareholder, the Company shall as promptly as practicable prepare a post-effective amendment or supplement to each Shelf Registration Statement or the related prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

3.      Shelf Takedown .

(a)      At any time after the expiration of the Lock-up Period, and from time-to-time thereafter, and during the Effectiveness Period (except during a Suspension Period), the Initiating Holders may notify the Company in writing (the “ Takedown Request ”) of their intent to sell Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in an Underwritten Offering (a “ Shelf Underwritten Offering ”). Such notice shall specify the aggregate number of Registrable Securities requested to be registered in such Shelf Underwritten Offering.

Upon receipt by the Company of such notice, the Company shall deliver a written notice (a “ Takedown Notice ”) to each Holder, who did not make such Takedown Request informing each such Holder of its right to include Registrable Securities in such Shelf Underwritten Offering. Within five (5) Business Days after receipt of a Takedown Notice, each Holder who received such Takedown Notice shall have the right to request in writing that the Company include all or a specific portion of the Registrable Securities held by such Holder in such Shelf Underwritten Offering and the Company shall include such Registrable Securities in such Shelf Underwritten offering. The underwriters of such Shelf Underwritten Offering shall be one or more underwriting firms of nationally recognized standing selected by the Initiating Holders and reasonably acceptable to the Company. The right of each other Holder to include securities in such Shelf Underwritten Offering shall be conditioned upon such Holder entering into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected pursuant hereto.

(b)      The Company shall not be obligated to effect, or take any action to effect, any a Shelf Underwritten Offering:

(i)      if the Initiating Holders, together with any other Holders entitled to and requesting inclusion of Registrable Securities in such Shelf Underwritten Offering, propose to sell Registrable Securities in such offering at an aggregate price to the public of less than $15,000,000;

(ii)      within one hundred twenty (120) days of another Shelf Underwritten Offering or a Piggyback Offering;

(iii)      once the Company has completed two separate Shelf Underwritten Offerings pursuant to this Agreement;

(iv)      during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of a Registration Statement or Rule 424 prospectus in respect of, and ending on the date ninety (90) days immediately following, a Piggyback Offering; provided that during the thirty (30)-day period prior to such filing the Company is actively employing in good faith all reasonable efforts to consummate such Piggyback Offering; provided , further , that the Company may only delay an offering pursuant to this subsection (iv) for a period of not more than ninety (90) days if a filing of any other Registration Statement is not made within that period and the Company may only exercise this right once in any twelve (12)-month period; or

(v)      during any Suspension Period.

(c)      If the managing underwriters advise the Company that marketing factors require a limitation of the number of securities to be included in a Shelf Underwritten Offering, then the managing underwriters may exclude shares (including Registrable Securities) from the Shelf Underwritten Offering, and the number of shares that may be included in the Shelf Underwritten Offering shall be allocated, first, to Registrable Securities requested by the Holders to be included in such Shelf Underwritten Offering (on a pro rata basis based on the total number

of Registrable Securities then held by each such Holder), and second, to shares offered by the Company and any other stockholders.

(d)      In the event that after receiving a request from the Initiating Holders pursuant to Section 2(a), the Company does not file a Shelf Registration Statement for the reason specified in Section 2(a)(ii)(A), then the Initiating Holders may provide a Takedown Request, whose terms shall be substantially consistent with this Section 3, except that in lieu of an underwritten offering of Registrable Securities included in a Shelf Registration Statement, the request shall be for the Company to file a new Registration Statement for an underwritten offering of Registrable Securities. In the event that such an offering of Registrable Securities is completed, it shall count as a completed Shelf Underwritten Offering for the purposes of Section 3(b)(iii).

4.      Right to Piggyback Registration .

(a)      If at any time after the Lock-up Period the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders (a “ Piggyback Offering ”), then the Company shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date). Such notice shall offer the Holders the opportunity to register that number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. The Company shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after receipt of the Company’s notice.

(b)      Notwithstanding the foregoing, (i) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 5 ) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (ii) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the 1933 Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. Notwithstanding any other provision of this Agreement, if the managing underwriters advise the Company that marketing factors require a limitation of the number of securities to be included in the Piggyback Offering, then the managing underwriters may exclude shares (including Registrable Securities) from the registration and the Piggyback Offering, and the number of shares that may be included in the registration and the Piggyback Offering shall be allocated, first, to the Company and any stockholders exercising demand rights to include their shares in such registration and Piggyback Offering, and second, to each of

the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities then held by each such Holder.

5.      Registration Procedures .

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)      Not less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (not including any document that would be incorporated or deemed to be incorporated therein by reference, and not including a supplement or amendment filed solely for the purpose of adding the contents of a Form 10-K, Form 10-Q or Form 8-K filed at such as time as the Registration Statement is on a form that does not permit “forward” incorporation by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference, and other than a supplement or amendment filed solely for the purpose of adding the contents of a Form 10-K, Form 10-Q or Form 8-K filed at such as time as the Registration Statement is on a form that does not permit “forward” incorporation by reference) will be subject to the review of such Holders and (ii) cause its officers and directors, counsel and independent certified public accountants to respond to such inquiries and to provide such access to books and records of the Company as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that the Company is notified of such objection in writing no later than three (3) Trading Days after the Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire by the earlier of (i) two (2) Trading Days prior to the Filing Date or (ii) by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section 4(a) .

(b)      (i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities (except during an Allowable Grace Period); (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424 (except during an Allowable Grace Period); (iii) respond, as promptly as reasonably possible, to any comments received from the Commission with respect to a Registration Statement or any amendment thereto and provide, as promptly as reasonably possible, to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public

information concerning the Company); and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented; provided , however , that the Purchaser shall be responsible for the delivery of the Prospectus to the Persons to whom such Purchaser sells any of the Shares (including in accordance with Rule 172 under the Securities Act), and the Purchaser agrees to dispose of Registrable Securities in compliance with the plan of distribution described in the Registration Statement and otherwise in compliance with applicable federal and state securities laws.

(c)      If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock then registered on a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities, subject to any limitations pursuant to SEC Guidance.

(d)      Notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed; and (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any 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.

(e)      Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration

Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(f)      In connection with any Piggyback Offering or Shelf Underwritten Offering, the Company will use its reasonable best efforts to:

(i)      at the time of pricing, obtain and provide to the Holders and the underwriters, a “cold comfort letter” from the Company’s independent certified public accountants covering such matters of the type customarily given by independent public accountants in an underwritten public offering as the Holders and the underwriters reasonably request;

(ii)      at the time of any sale, obtain and provide to the Holders and the underwriters, a “bring-down comfort letter,” dated as of the date of such sale, from the Company’s independent certified public accountants covering such matters of the type customarily covered by “bring-down comfort letters” as the Holders and the underwriters reasonably request;

(iii)      at the time of any sale, obtain and provide to the Holders and the underwriters, an opinion or opinions of counsel for the Company (who may be its internal counsel) addressed to the Holders of the Registrable Securities included in such offering and the underwriter or underwriters, in form and substance customarily given in an underwritten public offering;

(iv)      enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary holdback / lock-up provisions; and

(v)      cause its employees and personnel to support the marketing of the Registrable Securities (including, without limitation, the participation in “road shows,” at the request of the underwriters or the Holders) to the extent possible taking into account the Company’s business needs and the requirements of the marketing process.

(g)      Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 4(d) .

(h)      The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting a filing pursuant to FINRA Rule 5110 as requested by any such Holder and the Company shall pay the filing fee required for the first such filing within five (5) Business Days of the request therefore.

(i)      Prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such

jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(j)      If requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Purchase Agreement and applicable state and Federal laws, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(k)      Upon the occurrence of any event contemplated by Section 5(d) , as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state 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. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 5(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 5(k) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12 month period.

(l)      Comply in all material respects with all applicable rules and regulations of the Commission.

(m)      In addition to providing the information required in the Selling Stockholder Questionnaire, the Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three (3) Trading Days of the Company’s request or fails to deliver its Selling Stockholder Questionnaire on a timely basis pursuant to Section 4(a) hereof, then any breach of this Agreement shall be tolled and suspended, until such information is delivered to the Company.

6.      Assignment of Registration Rights . The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned (but only with all related obligations) by (a) a Holder that is a partnership, to any Affiliate, subsidiary, parent, partner, retired partner or affiliated fund of such Holder; (b) a Holder that is a limited liability company, to any member or former member of such Holder; and (c) a Holder who is an individual, to such Holder’s family member or trust for the benefit of such Holder or such Holder’s family member; provided, that (in all cases) (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (y) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (z) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act.

7.      Registration Expenses . The Company shall pay all reasonable expenses, other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Section 2 , Section 3 , and Section 4 including, without limitation, (a) all registration, listing and qualifications fees, printers and accounting fees, and reasonable fees and disbursements of counsel for the Company and (b) in respect of each of (i) the initial Shelf Registration Statement filed pursuant to Section 2 , (ii) a single Shelf Underwritten Offering initiated pursuant to Section 3 and (iii) one Piggyback Offering initiated pursuant to Section 4 , reasonable fees and disbursements of one U.S. counsel for the Holders. In no event shall the Company be responsible for any underwriting, broker or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any other legal fees or other costs of the Holders.

8.      Indemnification .

(a)      Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such

untrue statements or omissions are in reliance upon, and in conformity with, information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein or (ii) in the case of an occurrence of an event of the type specified in Section 5(d)(ii)‑(vi) , the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 9(c) . The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

(b)      Indemnification by Holders . Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) in the case of an occurrence of an event of the type specified in Section 5(d)(ii)-(vi) , the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 9(c) . In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)      Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided , that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such

Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days of written notice thereof to the Indemnifying Party; provided , that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses previously disbursed and that are applicable to such actions for which such Indemnified Party is judicially determined to be not entitled to indemnification hereunder.

(d)      Contribution . If the indemnification under Section 7(a) or Section 7(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 8(d) , no Holder shall be required to

contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

9.      Holdback .

In the event and to the extent requested by the managing underwriter of any Piggyback Offering or Shelf Underwritten Offering, each Holder agrees that it will enter into a customary “lock-up agreement” with such managing underwriter pursuant to which it will agree not to sell, make any short sale of, grant any option for the purchase of, or otherwise dispose of any equity securities of the Company, other than those Registrable Securities included in such Registration pursuant to the terms hereof for the fourteen (14) days prior to (x) the effectiveness of a Registration Statement (other than a Shelf Registration Statement) pursuant to which such offering shall be made, or (y) the pricing of a Shelf Underwritten Offering, and ending on the earlier to occur of the date that is ninety (90) days, or such longer period reasonably required by the underwriters not to exceed one-hundred eighty (180) days, after the pricing of such offering, or such shorter period of time as is sufficient and appropriate, in the opinion of the managing underwriter, to complete the sale and distribution of the securities included in such Underwritten Offering (the “ Lock-Up Period ”); provided , that the limitations contained in this Section 9 shall not apply to the extent a Shareholder is prohibited by Applicable Law from so withholding such equity securities from sale during such period; provided , further , that if the Company, any of its executive officers or directors, or any other holder of 5% or more of the then outstanding Common Stock is or becomes subject to a shorter Lock-Up Period in such offering or receives more advantageous terms relating to the Lock-Up Period under any lock-up agreement entered into in connection with such offering (including but not limited to as a result of any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters), then the Lock-Up Period for the Shareholders shall be such shorter period and also on such more advantageous terms.

10.      Miscellaneous .

(a)      Remedies . In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)      Compliance . Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(c)      Discontinued Disposition . By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 5(d)(ii) through (vi) , such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.

(d)      Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of a majority of the then outstanding Registrable Securities. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of some Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver or consent relates.

(e)      Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Purchase Agreement. For the avoidance of doubt, a party may fulfill an obligation to provide a notice in writing by sending such notice by electronic mail and confirming receipt.

(f)      Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger, consolidation or similar transaction) its rights or obligations hereunder without the prior written consent of all of the Holders of the then-outstanding Registrable Securities. Each Holder may assign its respective rights and obligations hereunder to any Person acquiring Registrable Securities from such Holder; provided , that: (a) such transfer is to an Affiliate of the Holder or is otherwise permitted under the Transaction Documents; and (b) after giving effect to such transfer, such acquiring Person holds, together with its Affiliates, at least five percent (5%) of the then outstanding shares of Common Stock.

(g)      No Inconsistent Agreements . Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth in the Purchase Agreement or in the SEC Reports, neither the Company nor any of its subsidiaries has previously entered into any agreement granting

any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(h)      Execution and Counterparts . This Agreement may be executed in two (2) or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or other electronic transmission of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(i)      Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Purchase Agreement.

(j)      Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)      Severability . 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.

(l)      Headings . The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(m)      Independent Nature of Holders’ Obligations and Rights . The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. The Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Shares and Warrants or enforcing its rights under the Purchase Agreement or any other agreement entered into in connection with the Purchase Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation, the rights

arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(n)      Effectiveness . Notwithstanding anything herein to the contrary, the rights and obligations of the parties under this Agreement will take effect automatically with no further action of the parties at the Closing (the “ Effective Time ”), and this Agreement will be of no force or effect until that time.

(o)      Termination . The term of this Agreement shall continue in full force and effect from the Effective Time until the earliest of the following dates: (a) the date as of which the parties hereto terminate this Agreement by written agreement; (b) the date as of which the last of the rights and obligations provided by Sections 2, 3 and 4 have expired and are in no further effect; (c) the closing of a transaction or series of related transactions deemed to be a liquidation, dissolution, winding up, merger or consolidation of the Company, provided, that in the case of a merger or consolidation, this Agreement shall terminate if and only if the Shareholder receives cash in exchange for all the Shares and the acquiror is a Person other than the Company, the Shareholder or their respective Affiliates; and (d) a termination of the Purchase Agreement prior to the issuance of any Shares (as defined in such Purchase Agreement).

[ Signature pages follow .]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

EXHIBIT A

SELLING STOCKHOLDER QUESTIONAIRRE

AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of April 10, 2017 by and among Maxwell Technologies, Inc. (the “ Company ”) and the entities and natural persons set forth in the signature pages hereto (collectively, “ Viex ”) (each of the Company and Viex, a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS, as of the date hereof, Viex is deemed to beneficially own shares of Common Stock of the Company (the “ Common Stock ”) totaling, in the aggregate, 2,213,465 shares, or approximately 6.9% of the Common Stock issued and outstanding on the date hereof, and has sold short put options referencing the obligation to purchase an additional 1,146,200 shares of Common Stock; and

WHEREAS, as of the date hereof, the Company and Viex have determined to come to an agreement to modify the composition of the Board of Directors of the Company and as to certain other matters relating to, among other things, the Company’s 2017 annual meeting of stockholders (the “ 2017 Annual Meeting ”), as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

(a)      Size of the Board . In connection with the conclusion of the 2017 Annual Meeting, the Company agrees to cause the Company’s Board of Directors (the “ Board ”) to decrease the number of members of the Board so that the size of the Board will be set at eight (8) members.

(b)      Nomination and Election of the New Independent Director . Promptly following the execution of this Agreement, the Company shall take all necessary actions (including increasing the number of members of the Board to ten) to nominate and appoint John Mutch to serve as a Class III director of the Company (the “ New Independent Director ”) with a term expiring at the 2017 Annual Meeting. The Board and the appropriate committee(s) of the Board shall take all necessary actions to nominate the New Independent Director and one incumbent director (the “ Incumbent Class III Director ” and, together with the New Independent Director, the “ 2017 Nominees ”) for election at the 2017 Annual Meeting for terms expiring at the 2020 annual meeting of stockholders. The Board and the appropriate committee(s) of the Board shall not recommend or nominate any persons other than the 2017 Nominees for election to the Board at the 2017 Annual Meeting. The New Independent Director shall qualify as “independent” pursuant to the Securities and Exchange Commission (“ SEC ”) and NASDAQ listing standards, shall have relevant financial and business experience to serve on the Board (including past experience serving on the board of directors of a public company and such

experience as to qualify as a “financial expert” on the Audit Committee and a potential chairperson of such committee), and shall not be an Affiliate or Associate of Viex (as such terms are defined in Section 3 below). If the New Independent Director is not appointed by April 13, 2017, the Company shall extend the deadline for properly presented stockholder proposals, including director nominations, for the 2017 Annual Meeting until the date the New Independent Director, or his replacement, is appointed.Through the Standstill Period (as defined below), the Board and all applicable committees and subcommittees of the Board shall not (i) increase the size of the Board to more than eight (8) directors or (ii) seek to change the classes on which the Board members serve, in each case without the prior written consent of Viex. In the event the New Independent Director is unable to serve as a director, resigns as a director or is removed during the Standstill Period, Viex shall have the right to recommend a replacement director to the Board, and the Board shall appoint such replacement director to the Board, provided such replacement director is “independent” pursuant to the SEC and NASDAQ listing standards, has relevant financial and business experience to serve on the Board (including past experience serving on the board of directors of a public company and such experience as to qualify as a “financial expert” on the Audit Committee and a potential chairperson of such committee), and is not an Affiliate or Associate of Viex, and such replacement director shall be mutually agreed upon by the Company and Viex, in good faith, with the Company’s agreement not to be unreasonably withheld.

(c)      Solicitation Efforts . The Company will recommend, support and solicit proxies for the election of the New Independent Director in the same manner as the Incumbent Class III Director at the 2017 Annual Meeting.

(d)      Strategic Alliance and Review Committee . As previously announced, the Company has recently conducted an independent strategic review relating to the delivery of long-term value to Company stockholders. In connection with the continuation of that review, the Company shall cause the Board to increase the size of the Strategic Alliance and Review Committee to four (4) and name the New Independent Director to be a member of such committee.

(a)      Issuances of Company Equity Securities . The Company agrees that so long as Viex continues to beneficially own a “net long position” (as such term is defined in Rule 14e-4 of the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “ Exchange Act ”)) of at least 3% of the Company’s Common Stock (the “ Minimum Ownership Threshold ”), prior to the expiration of the Standstill Period in Section 4(a), it will not issue any equity securities of the Company, other than such issuances that are made pursuant to (i) bona fide compensation plans approved by the Board, (ii) a private placement to a third party in connection with an underlying commercial agreement with the Company or any subsidiary of the Company, (iii) in connection with a merger or other business combination acquisition, sale, disposition, joint venture, partnership or other strategic alternative of the Company approved by the Board or (iv) by mutual agreement of the Company and Viex.

(b)      Director Compensation . The Company agrees that so long as Viex continues to satisfy the Minimum Ownership Threshold, the Company, after consultation between the Compensation Committee of the Board and Viex, other stockholders of the Company as determined by the Company and its compensation consultants, will continue to take appropriate action to adjust the compensation arrangements for directors to include a combination of non-qualified stock options and restricted stock units.

(a)      Viex agrees that it will cause its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

(b)      Except as otherwise permitted by this Agreement in Section 1 hereof, upon execution of this Agreement, Viex hereby agrees that it will not, and that it will not permit any of its controlled Affiliates or Associates 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. Viex shall not publicly or privately encourage or support any other stockholder to take any of the actions described in this Section 3(b).

(c)      Viex agrees that it will appear in person or by proxy at the 2017 Annual Meeting and vote all shares of Common Stock of the Company beneficially owned by Viex at the meeting (u) in favor of the election of the 2017 Nominees, (v) in favor of the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, (w) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay” proposal, and (x) to approve increases in the number of shares of Common Stock reserved for issuance under the 2013 Omnibus Equity Plan and the 2004 Employee Stock Purchase Plan; provided, however, that to the extent that the recommendation of both Institutional Shareholder Services Inc. (“ ISS ”) and Glass Lewis & Co., LLC (“ Glass Lewis ”) differs from the Board's recommendation with respect to any matter other than nominees for election as directors to the Board, Viex shall have the right to vote in accordance with the recommendation of ISS and Glass Lewis with respect to such matters.

(d)      The New Independent Director will promptly (but in any event prior to being appointed to the Board in accordance with this Agreement) submit to the Company a fully completed copy of the Company’s standard director & officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of new Board members.

(a)      Viex agrees that 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 pursuant to the Bylaws (the “ Standstill Period ”), neither it nor any of its Affiliates or Associates under its control will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner:

(i)      purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities issued by the Company, or any securities convertible into or exchangeable for Common Stock, such that Viex, together with its Affiliates and Associates (as defined in Section 3(a)) would, in the aggregate, beneficially own a number of shares in excess of 10% of the then outstanding shares of Common Stock;

(ii)      engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a special meeting of stockholders), in each case, with respect to securities of the Company;

(iii)      form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Common Stock (other than a “group” that includes all or some of the persons identified on Exhibit A , but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided , however , that nothing herein shall limit the ability of an Affiliate of Viex to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;

(iv)      deposit any Common Stock in any voting trust or subject any Common Stock to any arrangement or agreement with respect to the voting of any Common Stock, other than any such voting trust, arrangement or agreement solely among the members of Viex and otherwise in accordance with this Agreement;

(v)      seek, or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors;

(vi)      (A) make any proposal for consideration by stockholders at any annual or special meeting of stockholders of the Company, (B) make any offer or proposal (with or without conditions) with respect to any

merger, acquisition, amalgamation, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company (an “ Extraordinary Transaction ”), or encourage, initiate or support any other third party with respect to any of the foregoing, (C) make any public communication in opposition to any Extraordinary Transaction approved by the Board or (D) call or seek to call a special meeting of stockholders;

(vii)      seek, alone or in concert with others, representation on the Board, except as specifically permitted in this Agreement;

(viii)      seek to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders, except in accordance with Section 3;

(ix)      make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party; or

(x)      disclose any intention, plan or arrangement inconsistent with any provision of this Section 4.

The Company represents and warrants to Viex that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles and (c) the execution, delivery and performance of this Agreement by the Company does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which the Company is a party or by which it is bound.

Viex represents and warrants to the Company that (a) the authorized signatory of Viex set forth on the signature page hereto has the power and authority to execute this Agreement

and any other documents or agreements to be entered into in connection with this Agreement and to bind Viex thereto, (b) this Agreement has been duly authorized, executed and delivered by Viex, and is a valid and binding obligation of Viex, enforceable against Viex in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Viex as currently in effect, (d) the execution, delivery and performance of this Agreement by Viex does not and will not violate or conflict with (i) any law, rule, regulation, order, judgment or decree applicable to Viex, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both could constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) as of the date of this Agreement, Viex is deemed to beneficially own in the aggregate 2,213,465 shares of the Common Stock issued and outstanding on the date hereof, and has sold short put options referencing the obligation to purchase an additional 1,146,200 shares of Common Stock, (f) except as disclosed herein, as of the date hereof, Viex does not currently have, and does not currently have any right to acquire or any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement) and (g) Viex will not, directly or indirectly, compensate or agree to compensate the New Independent Director for his or her respective service as a nominee or director of the Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation directly or indirectly related to the Company or its securities.

Promptly following the execution of this Agreement, the Company and Viex shall jointly issue a mutually agreeable press release (the “ Mutual Press Release ”) announcing certain terms of this Agreement, in the form attached hereto as Exhibit B . Prior to the issuance of the Mutual Press Release and subject to the terms of this Agreement, neither the Company (including the Board and any committee or subcommittee thereof) nor Viex shall issue any press release or public announcement regarding this Agreement or the matters contemplated hereby without the prior written consent of the other Party. During the Standstill Period, neither the

Company nor Viex shall make any public announcement or statement that is inconsistent with or contrary to the statements made in the Mutual Press Release, except as required by law or the rules of any stock exchange (and, in any event, each Party will provide the other Party, prior to making any such public announcement or statement, a reasonable opportunity to review and comment on such disclosure, to the extent reasonably practicable under the circumstances, and each Party will consider any comments from the other in good faith) or with the prior written consent of the other Party, and otherwise in accordance with this Agreement.

Each Party shall be responsible for its own fees and expenses in connection with the negotiation and execution of this Agreement and the transactions contemplated hereby; provided, however, that the Company shall reimburse Viex for reasonable and documented out of pocket fees and expenses, actually incurred in connection with the 2017 Annual Meeting and the negotiation and execution of this Agreement in an amount not to exceed $15,000.00.

Each of the members of Viex, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury may not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Viex (or any of the entities and natural persons listed in the signature pages hereto), on the one hand, and the Company, on the other hand (the “ Moving Party ”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 9 is not the exclusive remedy for any violation of this Agreement.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); (iii) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (iv) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:              Maxwell Technologies, Inc.

3888 Calle Fortunada

San Diego, CA 92123

Attention: Emily Lough

Telephone: (858) 503-3341

Facsimile: (866) 636-6819

Email: elough@maxwell.com

With copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP

333 South Grand Ave.

Los Angeles, CA 90071
Attention: Brian J. McCarthy
Telephone: (213) 687-5070

Facsimile: (213) 621-5070

Email: Brian.McCarthy@skadden.com

and to:

Skadden, Arps, Slate, Meagher & Flom LLP

With a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP

Park Avenue Tower

65 East 55 ^th Street

New York, NY 10022
Attention: Steve Wolosky

Telephone: (212) 451-2333

Facsimile: (212) 451-222
Email: swolosky@olshanlaw.com

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period or if earlier, until such time as the other Party or any of its agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors shall have breached this

Section, neither it nor any of its respective agents, subsidiaries, affiliates, successors, assigns, officers, key employees or directors, shall in any way publicly criticize, disparage, call into disrepute, or otherwise defame or slander the other Parties or such other Parties’ subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Parties, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or former officers), directors (or former directors), employees, stockholders, agents, attorneys or representatives. This Section shall not limit the ability of any director of the Company to act in accordance with his or her fiduciary duties or otherwise in accordance with applicable law. Notwithstanding the foregoing, nothing in this Section 13 shall be deemed to prevent any Party from complying with a request for information from any governmental authority with jurisdiction over the Party from whom information is sought, provided that, solely in the case of any disclosure that is proposed or required to appear in any required disclosure relating thereto, such Party must provide written notice, to the extent legally permissible and practicable under the circumstances, to the other Party prior to making any such public disclosure and reasonably consider any comments of such other Party.

This Agreement contains the entire understanding of the Parties hereto with respect to this subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Viex. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to any member of Viex, the prior written consent of the Company, and with respect to the Company, the prior written consent of Viex. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

MAXWELL TECHNOLOGIES, INC.

By:         /s/ Franz Fink                    

Name: Franz Fink
Title: President and CEO