FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of April 12, 2016, by and between EAST WEST BANK (“Bank”) and MAXWELL TECHNOLOGIES, INC. (“Borrower”).

WHEREAS, Borrower and Bank are parties to the Loan and Security Agreement, dated as of July 3, 2015 (as amended from time to time, the “Loan Agreement”);

WHEREAS, Borrower has requested that Bank consent to Borrower’s disposition of the assets relating to its Microelectronics business unit as described in Exhibit A hereto (the “Asset Disposition”) pursuant to the Asset Purchase Agreement, dated as of the date hereof, between Borrower and Data Device Corporation (the “Asset Purchase Agreement”) and that it amend the minimum EBITDA and minimum Consolidated Cash financial covenants in connection with such disposition; and

WHEREAS, Bank is willing to agree to Borrower’s requests, on the terms set forth herein;

NOW, THEREFORE, the parties agree as follows:

6.2    Financial Statements, Reports, Certificates.

(a)    Borrower shall deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within forty-five (45) days after the end of each Fiscal Quarter, a company prepared consolidated statement of cash flows covering Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (iii) as soon as available, but in any event within ninety (90) days after the end of each Fiscal Year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (v) promptly upon receipt of notice thereof, any actions, suits, litigation or proceedings, at law or in equity, pending by or against Borrower or any Subsidiary before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a Material Adverse Effect; (vi) as soon as available, but in any event within thirty (30) days of the start of each Fiscal Year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (viii) within thirty (30) days of the last day of each Fiscal Quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or

registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

(b)    Within fifteen (15) days after the last day of each Fiscal Quarter, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; provided, however, that if, and for as long as, the Advances outstanding exceed Eight Million Dollars ($8,000,000), Borrower shall deliver the Borrowing Base Certificate within fifteen (15) days after the last day of each month.

(c)    Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank an aged listings by invoice date of accounts receivable and accounts payable on a non-consolidated basis.

(d)    Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit E hereto.

(e)    Immediately upon becoming aware of the occurrence or existence of an Event of Default, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto.

(f)    Borrower shall give Bank prompt written notice of the termination of service, for any reason, of its Chief Executive Officer or its Chief Financial Officer.

(g)    Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. The cost of such audits shall be Eight Hundred Fifty Dollars ($850) per day plus Bank’s reasonable out-of-pocket expenses.

Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

6.7    Financial Covenants. Borrower shall at all times maintain the following financial ratios and covenants:

(a)    Adjusted Quick Ratio. A ratio of (i) Cash plus Accounts to (ii) Current Liabilities plus (to the extent not already included therein) all Indebtedness to Bank less Deferred Revenue of at least 1.20 to 1.00, tested on a quarterly basis as of the last day of each Fiscal Quarter.

(b)    Minimum EBITDA. A minimum EBITDA as the last day of each Fiscal Quarter for the four (4) Fiscal Quarters then ended as set forth below:

(c)    Minimum Consolidated Cash. A minimum Consolidated Cash as the last day of the first two (2) months of each Fiscal Quarter of as set forth below:

(c)    Exhibit E to the Loan Agreement is amended to read as set forth in Attachment “1” hereto.

2.    Consent to Asset Disposition. Bank consents to the Asset Disposition and releases its security interest in the Collateral described in Exhibit A hereto (the “Transferred Collateral”) concurrent with the consummation of the Asset Disposition and the effectiveness of this Amendment, including its security interest in the Transferred Collateral listed in the Intellectual Property Security Agreement, dated as of July 3, 2015, between Bank and Borrower (the “IP Security Agreement”). The foregoing consent shall not, except as expressly provided herein, be deemed to be a consent to changes to any terms or provisions of the Loan Documents, and shall not be deemed to be a waiver or amendment of any provision contained in any of such agreements. Upon consummation of the Asset Disposition and the effectiveness of this Amendment, Bank shall take all actions reasonable and necessary to effect the release of its security interest in the Transferred Collateral and to give notice of such release, including (i) filing a UCC-3 Amendment with the Delaware Secretary of State, (ii) recording Reassignments and Releases of Security Interest with the Patent and Trademark Office, and (iii) executing and delivering a Termination of Agreement and Acknowledgement of Security Interest with respect to Borrower’s lease of 9244 Balboa Avenue, San Diego, California 92123.

3.    Course of Dealing. No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure at any time to require strict performance

by Borrower of any provision of the Loan Documents shall not affect any right of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by an officer of Bank.

4.    Miscellaneous. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Loan Agreement. The Loan Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Loan Agreement, as in effect prior to the date hereof.

5.    Representations and Warranties. Borrower represents and warrants that the Representations and Warranties contained in the Loan Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

6.    Conditions Precedent. As conditions precedent to the effectiveness of this Amendment:

(i)    this Amendment, duly executed by Borrower;

(ii)    a Corporate Borrowing Certificate with respect to incumbency and resolutions authorizing the execution and delivery of this Amendment, substantially in the form attached hereto;

(iii)    financial statements prepared by Borrower which give effect to the Asset Disposition, on a pro forma basis and which show that, immediately after giving effect to the Asset Disposition, Borrower shall be in compliance with each of the covenants set forth in Section 6.7 of the Loan Agreement, as amended by this Amendment;

(iv)    copies of the executed documents giving effect to and relating to the Asset Disposition;

(v)    a certificate of a Responsible Officer certifying that all of the conditions precedent set forth in this Section 6 for the Bank’s consent to the Asset Disposition have been satisfied; and

(vi)    such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate;

(b)    The transactions relating to the Asset Disposition shall be consummated in all material respects in accordance with all applicable laws;

(c)    Immediately before and immediately after giving effect to the Asset Disposition and this Amendment, no Event of Default shall have occurred and be continuing and no event shall have occurred or situation exist that with notice or the passage of time or both would constitute an Event of Default;

(d)    The Swiss Subsidiary shall have consented to this Amendment and shall have reaffirmed its guaranty of the Obligations pursuant to the Swiss Subsidiary Guaranty Documents by executing this Amendment as set forth below; and

(e)    Borrower shall have paid all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.

7.    Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

The Swiss Subsidiary consents to the modifications to the Obligations pursuant to this Amendment, hereby ratifies the provisions of the Swiss Subsidiary Guaranty Documents and confirms that all provisions of Swiss Subsidiary Guaranty Documents are in full force and effect.

East West Bank

555 Montgomery Street, 9^th Floor

San Francisco, CA 94111

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The undersigned authorized Officer of Maxwell Technologies, Inc. (“Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending                      with all required covenants, including without limitation the ongoing registration of intellectual property rights in accordance with Section 6.8, except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct in all material respects as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP), where applicable, and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No/N/A under “Complies” column.

Total Leverage Ratio as of _________, 201_: _________: 1.00.

Please Enter Below Comments Regarding Violations:

The Officer further acknowledges that at any time Borrower is not in compliance with all the terms set forth in the Agreement, including, without limitation, the financial covenants, no credit extensions will be made.

Very truly yours,

MAXWELL TECHNOLOGIES, INC.

Authorized Signer

Name:    _____________________________

1. I am the Secretary, Assistant Secretary or other officer of the Borrower. My title is as set forth below.

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of

Delaware.

              

3. Attached hereto are true, correct and complete copies of Borrower’s Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above. Such Certificate of Incorporation has not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof.

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Bank may rely on them until Bank receives written notice of revocation from Borrower.

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:

RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.

RESOLVED FURTHER, that such individuals may, on behalf of Borrower:

Borrow Money. Borrow money from East West Bank (“Bank”).

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement that waive Borrowers right to a jury trial) they believe to be necessary to effectuate such resolutions.