SDIC Strategic Investment

The information provided under Item 3.02 below is incorporated by
reference to this Item 1.01 in its entirety.

Viex Settlement

On April 10, 2017, Maxwell Technologies, Inc. (the Company)
entered into an Agreement (the Agreement) with Viex Capital
Advisors, LLC and certain of its affiliates named therein
(collectively, Viex), which beneficially own approximately 6.9%
of the outstanding common stock of the Company (the Common
Stock). The following is a summary of the material terms of the
Agreement. The summary does not purport to be complete and is
qualified in its entirety by reference to the Agreement, a copy
of which is attached as Exhibit 10.4 and is incorporated herein
by reference.

to the Agreement, the Company agreed that the Board of Directors
of the Company (the Board) will, in connection with the
conclusion of the 2017 annual meeting of stockholders (the 2017
Annual Meeting), decrease the size of the Board to eight (8)
directors. The Company also agreed that promptly following the
execution of the Agreement it will take all necessary actions to
nominate and appoint Mr. 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 New Independent
Director shall qualify as independent to the Securities and
Exchange Commission 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 the Agreement). If the New
Independent Director is not appointed by April 13, 2017, the
Company agreed to 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. In addition, the Company agreed
that 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 Class III Incumbent
Director) for election at the 2017 Annual Meeting, and that the
Board will recommend, support and solicit proxies for the
election of the New Independent Director in the same manner as
the Class III Incumbent Director at the 2017 Annual Meeting. If
the New Independent Director is unable to serve as a director,
resigns as a director or is removed during the Standstill Period
(as defined below), the Company shall appoint a mutually agreed
upon replacement director. In connection with the Companys
previously announced independent strategic review relating to the
delivery of long-term value to Company stockholders, the Company
will cause the Board to increase the size of the Strategic
Alliance and Review Committee to four (4) members and name the
New Independent Director to be a member of such committee.

The Company also agreed that prior to the date that is ten
business days prior to the deadline for the submission of
stockholder proposals for the 2018 annual meeting of stockholders
(the 2018 Annual Meeting) to the Companys Bylaws (the Standstill
Period), the Board will not be increased to more than eight
members, nor will the Company seek to change the classes on which
directors serve without the prior written consent of Viex.

The Agreement further provides that Viex will appear in person or
by proxy at the 2017 Annual Meeting and vote all of its shares
(i) in favor of the election of the New Independent Director and
the Class III Incumbent Director, (ii) in favor of the
ratification of the appointment of BDO USA, LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017, (iii) in accordance with the Boards
recommendation with respect to the Companys say-on-pay proposal,
and (iv) to approve amendments to the 2013 Omnibus Equity Plan
and the 2004 Employee Stock Purchase Plan, including an increase
in the number of shares of common stock reserved for issuance
under such plans, 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
Boards 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.

Except as set forth in the Agreement, Viex agreed that it will
not nominate or recommend for nomination any person for election
at the 2017 Annual Meeting, submit proposals for consideration or
otherwise bring any business before the 2017 Annual Meeting, nor
will it engage in certain activities related to withhold or
similar campaigns with respect to the 2017 Annual Meeting.

Under the terms of the Agreement, during the Standstill Period,
Viex agreed not to, among other things, solicit proxies regarding
any matter to come before any annual or special meeting of
stockholders, or enter into a voting agreement or any group with
stockholders other than Viex affiliates and current group
members. In addition, among other standstill provisions, Viex
agreed that, during the Standstill Period, Viex will not seek to
make, or encourage any third party in making, any offer or
proposal with respect to any merger, acquisition, amalgamation,
recapitalization, restructuring, disposition, spin-off, asset
sale, joint venture or other business combination involving the
Company and will not seek, or encourage any person, to submit
nominees in furtherance of a contested solicitation for the
election or removal of directors.

The Company also agreed to reimburse Viex for its reasonable,
documented out-of-pocket fees and expenses, including legal
expenses, in connection with the 2017 Annual Meeting and the
negotiation and execution of the Agreement in an amount not to
exceed $15,000.

Each of the parties to the Agreement also agreed to mutual
non-disparagement obligations.

Item 3.02 Unregistered Sales of Equity Securities.

On April 10, 2017, Maxwell Technologies, Inc. (the Company)
entered into a stock purchase agreement (the Stock Purchase
Agreement) with SDIC Fund Management Co., Ltd. (the Investor), to
which the Company agreed to issue and sell to the Investor
7,365,506 shares of the Companys common stock (the Shares) for
$6.32 per share, for an aggregate purchase price of approximately
$46.55 million (the Transaction) to be used for strategic
developments, including, notably related to dry battery electrode
development, as well as working capital and general corporate
purposes. The Investors ownership in the Companys common stock
will be approximately 19.9% of the Companys total issued and
outstanding shares of common stock on a pre-purchase basis as of
the closing of the Transaction (the Closing), provided, further
that the total number of shares purchased by the Investor shall
be reduced at the Closing to ensure that any ownership by the
Investor will not exceed 19.9% immediately prior to the issuance
of the shares to the Investor at the Closing.

The Closing of the sale of the Shares to Investor is subject to
certain customary closing conditions. These closing conditions
include the receipt of requisite regulatory approvals, including
clearance by the U.S. Committee on Foreign Investments in the
United States (CFIUS) as well as completion of filings with
relevant Chinese governmental authorities including the Ministry
of Commerce of the Peoples Republic of China, the National
Development and Reform Commission of the Peoples Republic of
China, the State Administration of Foreign Exchange of the
Peoples Republic of China or their respective competent
provincial or local counterparts. In addition, Investors
obligation to purchase the Shares is subject to certain customary
conditions, including that no material adverse change shall have
occurred prior to Closing with respect to the Company. The
Transaction is expected to close in the third quarter of calendar
2017.

In connection with the Transaction, the Company and Investor
entered into a principal shareholder agreement (the Principal
Shareholder Agreement). Under the Principal Shareholder
Agreement, as long as Investor holds more than 10% of the
outstanding shares of common stock of the Company, Investor will
have the right to nominate one representative for election to the
Board of Directors of the Company. Further, under the Stockholder
Agreement, Investor will be subject to a customary standstill
restriction which includes a prohibition on Investor for a period
of 3 years from purchasing additional securities of the Company
beyond a 19.9% fully diluted ownership level. In addition,
Investor has agreed to a lock-up restriction such that Investor
would not sell its shares for a period of 18 months following the
closing (the Lock-Up Period), subject to certain exceptions.

The Company and the Investor have entered into a registration
rights agreement (the Registration Rights Agreement) with the
Investor, providing the Investor, following expiration of the
Lock-Up Period, certain shelf registration rights, demand rights
for underwritten offerings, and piggyback registration rights
with respect to the resale of the Shares and any other shares of
the Companys common stock then held by the Investor. Following
receipt of any registration notice after the expiration of the
Lock-Up Period, the Company will use its commercially reasonable
efforts to file a registration statement on Form S-3 as soon as
reasonably practicable and thereafter to have the registration
statement declared effective by the SEC in accordance with the
terms of the Registration Rights Agreement. Subject to certain
conditions and limitations, the Company will assist Investor with
up to two underwritten offerings of the Shares, subject to
customary exceptions as set forth in the Registration Rights
Agreement.

A copy of (i) the Stock Purchase Agreement is attached hereto as
Exhibit 10.1, (ii) the Principal Shareholder Agreement is
attached hereto as Exhibit 10.2 and (iii) the Registration Rights
Agreement is attached hereto as Exhibit 10.3.

The summaries and descriptions of the Stock Purchase Agreement,
Principal Shareholder Agreement and Registration Rights Agreement
set out in this Current Report on Form 8-K do not purport to be
complete and are qualified in their entirety by reference to the
Stock Purchase Agreement, Principal Shareholder Agreement and
Registration Rights Agreement, which are attached to this Current
Report on Form 8-K as Exhibits and incorporated by reference
herein.

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

The information set forth under Item 1.01 of this Current Report
on Form 8-K under the heading “Viex Settlement” is incorporated
into this Item 5.02 by reference.

Item 7.01 Regulation FD Disclosure.

On April 10, 2017, the Company issued press releases announcing
its entry into the Stock Purchase Agreement and the Viex
Agreement, which are attached as Exhibit 99.1 and Exhibit 99.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The press releases are
furnished and not filed, to Instruction B.2 of Form 8-K.

Item 9.01 Financial Statements and Exhibits.