What changed in this filing

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Item 5. Other Information

2024-08-05 compared with 2023-02-14 · 40 added, 27 removed, 13 unchanged (84% of the section changed)

Other Information

On January 25, 2023, we and Prologis, L.P.

(“Lessor”) entered into a lease (the “Lease”), pursuant to which we will lease the premises located at 16640 Stagg Street, Van Nuys, California 91406, for use as our office space, warehouse and assembly space, test space and manufacturing space.

We entered into the Lease prior to the expiration of the term our lease dated September 25, 2000, as amended, with the Lessor for the same premises.

The Lease has a term of thirty-seven (37) calendar months, commencing March 1, 2023, and provides for the following monthly base rent:

$0 until April 1, 2023;

$129,873 until March 1, 2024, $135,068 until March 1, 2025, $140,470 until March 1, 2026 and $146,089 until April 1, 2026.

The description of the Lease does not purport to be complete and is qualified in its entirety by the reference to the full text of the Lease, a copy of which is filed herewith as Exhibit 10.1.

Conformed Copy of Second Amended and Restated Certificate of Incorporation of Capstone Green Energy Corporation, as amended through April 22, 2021 (b)

Conformed Copy of Fifth Amended and Restated Bylaws of Capstone Green Energy Corporation effective as of April 22, 2021, as amended through August 26, 2021 (a)

Amended and Restated Note Purchase Agreement, dated as of October 1, 2020, by and among Capstone Turbine Corporation, certain subsidiaries of the Company and Goldman Sachs Specialty Lending Group, L.P.

(as successor in interest to Goldman Sachs Specialty Lending Holdings, Inc.) (c)

First Amendment to the Amended and Restated Note Purchase Agreement, dated as of May 13, 2021 by and among Capstone Green Energy Corporation, certain subsidiaries of the Company and Goldman Sachs Specialty Lending Group, L.P.

Capstone Green Energy Corporation 2017 Equity Incentive Plan, as amended through September 12, 2022 (g)

Second Amendment to the Amended and Restated Note Purchase Agreement dated as of July 13, 2022, by and among Capstone Green Energy Corporation, certain subsidiaries of the Company, the purchaser party thereto and Goldman Sachs Specialty Lending Group, L.P.

Form of Common Stock Purchase Warrant (f)

Lease Agreement dates as of January 25, 2023, by Capstone Green Energy Corporation and Prologis, L.P.

Rule 10b5-1 Trading Plans

During the quarter ended September 30, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement.”

Director Recommendation and Nomination Process

The amended and restated bylaws of Capstone Green Energy Holdings, Inc.

that went into effect on the Effective Date provide that nominations by stockholders of persons for election to our Board may be made at an annual meeting of stockholders by any stockholder who (i) was a stockholder of record entitled to vote in the election of directors at the time of giving notice and on the record date for the determination of stockholders entitled to vote at such annual meeting and (ii) complies with the notice procedures set forth below and as further described in our bylaws as to such nomination.

To be timely, a stockholder’s notice shall be delivered in written form to the Secretary at the principal executive offices of the Company not earlier than the close of business on the 150th calendar day and not later than the close of business on the 120th calendar day prior to the first anniversary of the date of the immediately preceding annual meeting of stockholders;

provided, however, that if the date of the annual meeting is advanced by more than thirty (30) calendar days prior to such anniversary date or delayed more than seventy (70) calendar days after such anniversary date, a proposal shall be received by the Company not earlier than the close of business on the 150th day before the meeting and not later than the later of (a) the close of business on the 120th day before the meeting or (b) the close of business on the tenth day following the day on which public announcement of the date of the annual meeting is first made by the Company.

In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.

As discussed in the Company’s bylaws, the notice must set forth (a) certain information as to each nominee such stockholder proposes to nominate at the meeting as set forth in the Company’s bylaws, including such person’s written consent to being named in the proxy statement, proxy card and ballot as a nominee and to serving as a director if elected,

and (b) certain information as to, and certain representations and certifications from, the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made, as set forth in the Company’s bylaws.

The second amended and restated certificate of incorporation of Capstone Green Energy Holdings, Inc.

that went into effect on the Effective Date divided the Board into three classes, Class I, Class II and Class III, with the initial terms of the Company’s Class I directors, Class II directors and Class III directors expiring at the first, second and third annual meetings of stockholders of the Company, respectively, following the effectiveness of the Company’s second amended and restated certificate of incorporation (the “Initial Classification”).

At each succeeding annual meeting of stockholders of the Company after the Initial Classification, each of the successors elected to replace the class of directors whose respective terms on the Board expire at that annual meeting will be elected for a three-year term or until the election and qualification of their respective successors in office, subject to their respective earlier death, resignation, retirement, disqualification or removal.

The foregoing descriptions of the Company’s amended and restated bylaws and second amended and restated certificate of incorporation do not purport to be complete and are qualified in their entirety by reference to the full text of the Company’s amended and restated bylaws and second amended and restated certificate of incorporation, which are attached as Exhibit 3.2 and Exhibit 3.1 to this Form 10-Q, respectively, and are incorporated herein by reference.

Second Amended and Restated Certificate of Incorporation of Capstone Green Energy Holdings, Inc.

Amended and Restated Bylaws of Capstone Green Energy Holdings, Inc.

Super-Priority Senior Secured Debtor-In-Possession Note Purchase Agreement, dated as of October 2, 2023, among Capstone Green Energy Corporation, as a Chapter 11 Debtor and Debtor-in-Possession, the other debtors party thereto from time to time, each as a Chapter 11 Debtor and Debtor-in-Possession and as a Guarantor, Broad Street Credit Holdings LLC, as Purchaser, and Goldman Sachs Specialty Lending Group, L.P., as Collateral Agent (b)

First Amendment to Super-Priority Senior Secured Debtor-In-Possession Note Purchase Agreement, dated as of November 15, 2023, among Capstone Green Energy Corporation, as a Chapter 11 Debtor and Debtor-in-Possession, the other debtors party thereto from time to time, each as a Chapter 11 Debtor and Debtor-in-Possession and as a Guarantor, Broad Street Credit Holdings LLC, as Purchaser, and Goldman Sachs Specialty Lending Group, L.P., as Collateral Agent (c)

Exit Note Purchase Agreement, dated December 7, 2023, by and among Capstone Green Energy LLC, Capstone Green Energy Holdings, Inc., Capstone Financial Services, Broad Street Credit Holdings LLC, as Purchaser, and Goldman Sachs Specialty Lending Group, L.P., as Collateral Agent (a)

First Amendment to Note Purchase Agreement, dated as of June 28, 2024, by and among Capstone Green Energy Holdings, Inc., Capstone Green Energy LLC, Capstone Turbine Financial Services, LLC, Goldman Sachs Specialty Lending Group, L.P.

and the Purchaser party thereto (d)

Fourth Amendment to Amended and Restated Note Purchase Agreement, dated as of July 6, 2023, by and among the Company, certain subsidiaries of the Company, Goldman Sachs Specialty Lending Group, L.P.

and the Purchaser party thereto.

Fifth Amendment to Amended and Restated Note Purchase Agreement, dated as of August 16, 2023, by and among the Company, certain subsidiaries of the Company, Goldman Sachs Specialty Lending Group, L.P.

and the Purchaser party thereto.

Sixth Amendment to Amended and Restated Note Purchase Agreement, dated as of September 22, 2023, by and among the Company, certain subsidiaries of the Company, Goldman Sachs Specialty Lending Group, L.P.

and the Purchaser party thereto.

Transaction Support Agreement, dated September 28, 2023, by and among Capstone Green Energy Corporation and certain of its subsidiaries, Goldman Sachs Specialty Lending Group, L.P., and Broad Street Credit Holdings LLC.

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Certification of Chief Executive Officer and Chief Financial Officer 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document

4 unchanged sentences

XBRL Definition Linkbase Document

The cover page from Capstone Green Energy Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, formatted in Inline XBRL and contained in Exhibit 101

Incorporated by reference to Capstone Green Energy Corporation’s Quarterly report on Form 10-Q, filed on November 10, 2021 (File No.

Incorporated by reference to Capstone Green Energy Corporation’s Quarterly report on Form 10-Q, filed on August 11, 2021 (File No.

Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K, filed on October 5, 2020 (File No.

Incorporated by reference to Capstone Turbine Corporation’s Current Report on Form 8-K, filed on May 14, 2021 (File No.

Incorporated by reference to Capstone Green Energy Corporation’s Annual report on Form 10-K, filed on July 13, 2022 (File No.

The cover page from Capstone Green Energy Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL and contained in Exhibit 101

(a) Incorporated by reference to Capstone Green Energy Holdings, Inc.’s Current Report on Form 8-K12G3 filed on December 11, 2023 (File No.

(b) Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K filed on October 3, 2023 (File No.

(c) Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K filed on November 17, 2023 (File No.

(d) Incorporated by reference to Capstone Green Energy Holdings, Inc.’s Current Report on Form 8-K filed on June 28, 2024 (File No.

Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K filed on July 7, 2023 (File No.

Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K filed on August 18, 2023 (File No.

Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K, filed on September 15, 2022 (File No.

(g) Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K filed on September 22, 2023 (File No.

(h) Incorporated by reference to Capstone Green Energy Corporation’s Current Report on Form 8-K filed on September 28, 2023 (File No.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CAPSTONE GREEN ENERGY CORPORATION

Interim Chief Financial Officer

CAPSTONE GREEN ENERGY HOLDINGS, INC

Chief Financial Officer

(Principal Financial Officer)

February 13, 2023

August 2, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information