Item 1.01. Entry into a Material Definitive Agreement.

On February 21, 2013, Capstone Turbine Corporation, a Delaware corporation (the "Company"), entered into a letter agreement (each a "Letter Agreement" and, collectively, the "Letter Agreements") with each of the investors in the March 5, 2012 registered direct offering (the "Investors").

The Letter Agreements are related to subscription agreements, dated February 29, 2012, between the Investors and the Company (the "Subscription Agreements"), pursuant to which the Company obtained the right, subject to certain conditions, to require the Investors to purchase up to an aggregate maximum of 19 million additional shares of Common Stock from the Company during two option exercise periods, the first such option exercise period extending for the ten
(10) Trading Days (as defined in the Subscription Agreement) beginning September 10, 2012 and the second such option exercise period extending for the ten (10) Trading Days beginning March 4, 2013 (the "Second Additional Sale Option").

Pursuant to the Letter Agreements, the parties evidenced their mutual agreement that the Company would not exercise any portion of the Second Additional Sale Option. The Company chose not to exercise the Second Additional Sale Option because of its improved cash position and its desire to avoid stockholder dilution.

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