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EXHIBIT 9.2
AMENDMENTS TO THE INVESTOR RIGHTS AGREEMENT
The following amendment to the Investor Rights Agreement dated August
22, 1997, as amended on February 24, 2000 among Capstone Turbine Corporation, a
California corporation (the "Company") and each of the shareholders,
optionholders, and warrant holders of the Company was approved by such pursuant
to the Consent Solicitation dated April 13, 2000.
3.1 Piggyback Registrations. The first sentence of Section 3.1 is
deleted in its entirety and replaced with the following:
"If at any time the Company shall determine to register for its
own account or the account of others under the Securities Act
(including, without limitation pursuant to a demand for
registration of any Shareholder of the Company) any of its equity
securities, other than on Form S-8 or Form S-4 or their then
equivalents and other than in connection with any Initial Public
Offering which is a Qualified Public Offering (a "Piggy-Back
Registration"), it shall send to each Holder, written notice of
such determination and, if within fifteen (15) days after receipt
of such notice, such Holder shall so request in writing, the
Company shall use its diligent efforts to include in such
registration statement all or any part of the Registrable Shares
such Holder requests to be registered, except that if, in
connection with any offering involving an underwriting of Common
Stock to be issued by the Company, the managing underwriter shall
impose a limitation on the number of shares of Common Stock which
may be included in the registration statement because, in its
judgment, such limitation is necessary to effect an orderly
public distribution, then the Company shall be obligated to
include in such registration statement only such limited portion
(or none, if so required by the managing underwriter) of the
Registrable Shares with respect to which such Holder has
requested inclusion hereunder."
The following amendment to the Investor Rights Agreement dated August
22, 1997, as amended on February 24, 2000 among Capstone Turbine Corporation, a
California corporation (the "Company") and each of the shareholders,
optionholders, and warrant holders of the Company was approved by such pursuant
to the Consent Solicitation dated May, 2000.
The definition of the term "Qualified Public Offering" is deleted in its
entirety and replaced with the following:
"Qualified Public Offering" means an underwritten public offering on a
firm commitment basis pursuant to an effective registration statement
filed pursuant to the Securities Act of 1933 , as amended, covering the
offer and sale of Common Stock of the Company in which the net proceeds
of the offering equal or exceed $30,000,000 (net of underwriting
discounts and commissions) and in which the price per share of the
Common Stock equals or exceeds $8, which price per share
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shall be subject to the appropriate adjustments for Recapitalization
Events; provided, however, that no adjustment shall be made to the $8
price per share in connection with the proposed three-for-five reverse
stock split pursuant to the Notice and Consent Solicitation dated May,
2000, if any)."
