13D Filing: Viex Capital Advisors, LLC and Maxwell Technologies Inc (MXWL)

4. Shared power to dispose or direct the disposition: 1,834,390

The filing of this
Schedule 13D shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each Reporting Person disclaims
beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)        No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.

(e)        As
of May 11, 2017, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.

Item 6 is hereby amended
to add the following:

Series One has sold
short in the over the counter market American-style put options, referencing (i) 62,300 Shares, which have an exercise price of
$5.00 per Share and expire on September 15, 2017; (ii) 50,000 Shares, which have an exercise price of $6.00 per Share and expire
on September 15, 2017; and (iii) 163,300 Shares, which have an exercise price of $6.00 per Share and expire on December 15, 2017.
VSO II has sold short in the over the counter market American-style put options, referencing (i) 1,021,400 Shares, which have
an exercise price of $5.00 per Share and expire on September 15, 2017; and (ii) 50,000 Shares, which have an exercise price of
$6.00 per Share and expire on September 15, 2017. VSO III has sold short in the over the counter market American-style put options,
referencing (i) 32,500 Shares, which have an exercise price of $5.00 per Share and expire on June 16, 2017; (ii) 100,000 Shares,
which have an exercise price of $5.00 per Share and expire on September 15, 2017; and (iii) 149,200 Shares, which have an exercise
price of $6.00 per Share and expire on December 15, 2017. The Reporting Persons do not have any control over the exercise of the
aggregate put options, and as such, are not deemed to beneficially own the aggregate 1,628,700 Shares underlying the put options.