VOTING AGREEMENT

THIS VOTING AGREEMENT (“Agreement”) is dated as of [••••], 2017, by and between Maxwell Technologies, Inc., a corporation incorporated under the laws of the State of Delaware (“Purchaser”), and the shareholder listed on Schedule A attached hereto (the “Shareholder”).

WHEREAS, Shareholder is the beneficial owner of certain common shares (the “Company Shares”) of Nesscap Energy Inc. (the “Company”), as described more particularly on Schedule A hereto (together with any additional Company Shares acquired after the date hereof, the “Subject Shares”);

WHEREAS, Purchaser is, concurrently herewith, entering into an arrangement agreement, as the same may be amended from time to time (the “Arrangement Agreement”), with the Company, which provides for, among other things, upon the satisfaction of the conditions in the Arrangement Agreement, the acquisition by Purchaser of substantially all of the assets of the Company in exchange for certain shares of the Purchaser (the “Maxwell Shares”) and the distribution of certain Maxwell Shares to the Shareholder, pursuant to and in the manner provided for by the plan of arrangement (the “Plan of Arrangement”);

WHEREAS, this Agreement sets out the terms and conditions of the agreement of Shareholder to, among other things: (i) vote or cause to be voted the Subject Shares in favour of the Arrangement Resolution (as defined in the Arrangement Agreement), (ii) not transfer the Subject Shares prior to the Effective Time (as defined in the Arrangement Agreement), and (iii) abide by the other restrictions and covenants each as further set forth herein;

WHEREAS, the Purchaser is relying on the covenants, representations and warranties of Shareholder set forth in this Agreement in connection with the Purchaser's execution and delivery of the Arrangement Agreement;

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

1.1    All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as amended, modified, restated or waived. The word “it” in reference to the Shareholder is used as a generic identifier and shall be deemed to mean “he” or “she” or words of similar import, as applicable.

2.1    The Shareholder hereby covenants and irrevocably agrees that the Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement pursuant to Article 7 (such earlier time, the (“Expiration Time”):

or give consents or approval of any kind with respect to any of the Subject Shares or agree to do any of the foregoing;

2.2    Notwithstanding any other provision of this Agreement, the Purchaser hereby agrees and acknowledges that:

3.1    The Shareholder hereby covenants and irrevocably agrees that it shall, from the date hereof until the Expiration Time, except as permitted by this Agreement:

3.2    For purposes of this Agreement, “Adverse Proposal” means (a) any Acquisition Proposal, (b) any change in a majority of the board of directors of the Company, (c) any amendment to the Company’s charter or organizational documents, (d) any material change in the capitalization of the Company or the Company’s corporate structure or in any material terms of any security of the Company, or otherwise obligating the Company to grant any security, or (e) any other matter that would reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Plan of Arrangement or any of the other transactions contemplated by the Arrangement Agreement or this Agreement but for greater certainty, a Superior Proposal shall not be an Adverse Proposal.

4.1    The Shareholder represents, warrants and, where applicable, covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement:

impair the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder;

5.1    The Purchaser represents, warrants and, where applicable, covenants to the Shareholder as follows and acknowledges that the Shareholder is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

6.1    The undersigned Shareholder’s receipt of certain Consideration Shares represents the only consideration to be received by the undersigned Shareholder pursuant to the Plan of Arrangement. In exchange for such consideration and as a condition and inducement to the Purchaser’s willingness to enter into the Arrangement Agreement, the undersigned Shareholder, for himself, herself or itself and on behalf of his, her or its heirs, legal representatives, successors and assigns (collectively, the “Relevant Persons”), hereby irrevocably, unconditionally and forever acquits, releases, waives and discharges the Purchaser and the Company Entities, and each of their respective officers, directors, employees, agents, divisions, affiliated corporations, subsidiaries, affiliates, managers affiliated non-corporation entities, representatives, successors, predecessors and assigns (individually and collectively, the “Released Parties”) from any and all past, present and future debts, losses, costs, accounts, reckonings, bills, sums of money, bonds, suits, actions, causes of action, liabilities, contributions, attorneys’ fees, interest, damages, punitive damages, expenses, controversies, covenants, contracts, promises, judgments, liabilities, claims, potential claims, counterclaims, cross-claims, or demands, in law or in equity, asserted or unasserted, express or implied, known or unknown, matured or unmatured, contingent or vested, liquidated or unliquidated, of any kind or nature or description whatsoever, that any of the Relevant Persons had, presently has or may hereafter have or claim or assert to have against any of the Released Parties by reason of any act, omission, transaction, occurrence, conduct, circumstance, condition, harm, matter, cause or thing that has occurred or existed at any time from the beginning of time up to and including the Effective Time, that in any way arise from or out of, are based upon or relate to (i) such Relevant Person’s or Relevant Persons’, as applicable, ownership or purported ownership of the Subject Shares or other securities of the Company, and (ii) the negotiation or execution of this Agreement, the Arrangement Agreement, or any of the other documents referenced in the Arrangement Agreement (including this Agreement) or the consummation of any of the transactions contemplated thereby, except for such Relevant Person’s or Relevant Persons’, as applicable, rights under the Arrangement Agreement and each agreement attached as an exhibit thereto or entered into in connection therewith (after taking into account such exceptions, the “Shareholder Claims”); provided, however, that foregoing release does not extend to any (i) rights to the Consideration Shares under the Arrangement Agreement, (ii) claims for indemnification, contribution or similar rights, however characterized, in each case arising out of or related to the Shareholder’s capacity as a director, employee or contractor of the Company, and (iii) claims pursuant to this Agreement or the Lock-up Agreement (as defined in the Arrangement Agreement). The release is intended to be complete, global and all-encompassing and specifically includes claims that are known, unknown, fixed, contingent or conditional with respect to the matters described herein. With respect to such Shareholder Claims, Shareholder hereby expressly waives any and all rights conferred upon him, her or it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in his, her or its favor at the time of executing the release, which if known by him, her or it must have materially affected his, her or its settlement with the released party. The provisions of this Article 6 will in no way release or waive any claims that the Shareholder may have directly against the Company.

6.2    Shareholder hereby gives any consents or waivers that are reasonably required for the consummation of the Plan of Arrangement and under the terms of any agreement or instrument to which Shareholder is a party or subject or in respect of any rights Shareholder may have in connection with the Plan of Arrangement or the other transactions provided for in the Arrangement Agreement (whether such rights exist under the organizational or charter documents of the Company, any contract to which the Company is a party or by which it is, or any of his, her or its assets are, bound under statutory or common law or otherwise). Without limiting the generality or effect of the foregoing, Shareholder hereby waives any and all rights to contest or object to the execution and delivery of the Arrangement Agreement, the Board of Directors’ actions in approving and recommending the Arrangement Agreement, the consummation of the Plan of Arrangement and the other transactions provided for in the Arrangement Agreement, or to the execution and delivery of the Arrangement Resolution, or to seek damages or other legal or equitable relief in connection therewith. As of and subject to the Closing, Shareholder will not be entitled to any indemnity, reimbursement or other similar rights from the Purchaser or the Company Entities, and no obligation, liability or other

circumstances shall exist at the Effective Time that give or may give rise to any liability of the Purchaser or the Company Entities to Shareholder, other than as specifically set forth in the Arrangement Agreement and this Agreement.

7.1    The Shareholder, when not in material default in the performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Purchaser if:

7.2    The Purchaser, when not in material default in the performance of its obligations under this Agreement, may, without prejudice to any of its rights hereunder and in its sole discretion, terminate this Agreement by written notice to the Shareholder if:

7.3    In the case of any termination of this Agreement pursuant to Section 7.1 or Section 7.2, this Agreement shall terminate and be of no further force or effect. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

8.1    The Shareholder (i) consents to the details of this Agreement being set out in the Circular and this Agreement being made publicly available, including by filing on SEDAR and EDGAR, as may be required pursuant to applicable securities laws, (ii) consents to and authorizes the publication and disclosure by the Purchaser and the Company of its identity and holding of Subject Shares, the nature of its commitments and obligations under this Agreement and any other information, in each case that the Purchaser or the Company reasonably determines is required to be disclosed by applicable Law in any press release, the Circular or any other disclosure document in connection with the Arrangement and any transactions contemplated by the Arrangement Agreement, (iii) agrees promptly to give to the Purchaser and the Company any information either may reasonably require for the preparation of any such disclosure documents and (iv) agrees to promptly notify the Purchaser and the Company of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect. Except as contemplated by the immediately preceding sentence and as otherwise required by applicable Laws or by any Governmental Authority or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other, which shall not be unreasonably withheld or delayed.

9.1    This Agreement shall become effective upon execution and delivery hereof by the Shareholder.

9.2    The Shareholder and the Purchaser shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

9.3    This Agreement shall not be assignable by any party without the prior written consent of the other parties. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

9.4    Time shall be of the essence of this Agreement.

9.5    Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by telecopier or facsimile transmission or e-mail or similar means of recorded electronic communication:

To the address set forth on Schedule A attached hereto.

Maxwell Technologies, Inc.

3888 Calle Fortunada

San Diego, California 92123

Attention: Emily Lough

E-mail: ***@***

with a copy (which will not constitute notice) to:

DLA Piper LLP (US)

4365 Executive Dr #1100

San Diego, CA 92121

Attention:     Larry W. Nishnick

Facsimile No.:     ###-###-####

E-mail:          ***@***

and

DLA Piper (Canada) LLP

1 First Canadian Place, Suite 600

100 King Street West, Toronto, Ontario, M5X 1E2

Attention:     Robert Fonn

Facsimile No.:     ###-###-####

E-Mail:         ***@***

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.

9.6    This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Province of Ontario. Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

9.7    Each of the parties hereto agrees with the others that (i) money damages may not be a sufficient remedy for any breach of this Agreement by any of the parties, (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction. The prevailing party shall be reimbursed for all costs and expenses, including reasonable legal fees, incurred in enforcing the other party's obligations hereunder.

9.8    If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not irremediably affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent possible.

9.9    This Agreement constitutes the entire agreement between the parties and supersedes all other prior agreements, understandings and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

9.10    The Shareholder confirms that such Shareholder has had the opportunity to obtain independent legal advice regarding such Shareholder's rights, duties and obligations hereunder and the Shareholder has sought, or has willingly waived the right to seek independent legal advice regarding its respective rights, duties and obligations hereunder.

9.11    This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.