SECOND AMENDMENT TO SECURITY AGREEMENT

This Second Amendment to Security Agreement (this “Amendment”) is entered into as of February 27, 2015 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) and MAXWELL TECHNOLOGIES, INC. (“Debtor”).

Debtor and Bank are parties to that certain Security Agreement dated as of December 5, 2011, as amended from time to time, including, but without limitation, by that certain First Amendment to Security Agreement dated as of November 19, 2014 (the “Agreement”). Debtor and Bank desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

2.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 Debtor of any provision 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.

3.Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective 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 Agreement, as in effect prior to the date hereof.

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

5.As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank:

(a)this Amendment, duly executed by Debtor;

(c)an Eighth Amendment to Credit Agreement dated as of even date herewith, duly executed by Debtor; and

(d)all reasonable fees and expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts.

6.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.