0001104659-16-119274 Sample Contracts

RIGHTS AGREEMENT dated as of May 6, 2016 between CAPSTONE TURBINE CORPORATION as the Company and COMPUTERSHARE INC. as Rights Agent
Rights Agreement • May 9th, 2016 • CAPSTONE TURBINE Corp • Engines & turbines • Delaware

RIGHTS AGREEMENT, dated as of May 6, 2016, (this “Agreement”), by and between Capstone Turbine Corporation, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as rights agent (the “Rights Agent”).

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AMENDMENT NO. 5 TO RIGHTS AGREEMENT
Rights Agreement • May 9th, 2016 • CAPSTONE TURBINE Corp • Engines & turbines • Delaware

This AMENDMENT NO. 5 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of May 6, 2016 (the “Effective Date”), and amends the Rights Agreement, dated as of July 7, 2005, as amended by Amendment No. 1, dated as of July 3, 2008, Amendment No. 2, dated as of June 9, 2011, Amendment No. 3, dated as of July 1, 2014, and Amendment No. 4, dated as of August 5, 2014, between Capstone Turbine Corporation, a Delaware Corporation (the “Company”), and Computershare Inc. (the “Rights Agent”), successor-in -interest to Mellon Investor Services LLC (the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.

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