SUBSCRIPTION AGREEMENT

Exhibit 10.1

SUBSCRIPTION AGREEMENT

Capstone Turbine Corporation
21211 Nordhoff Street
Chatsworth, California 91311

Gentlemen:

     The undersigned (the “ Investor ”) hereby confirms its agreement with Capstone Turbine Corporation, a Delaware corporation (the “ Company ”), as follows:

      1.  This Subscription Agreement, including the Terms and Conditions for Purchase of Units attached hereto as Annex I (collectively, this “ Agreement ”) is made as of the date set forth below between the Company and the Investor.

      2.  The Company has authorized the sale and issuance to certain investors of up to an aggregate of 14,450,868 units (the “ Units ”), subject to adjustment by the Company’s Board of Directors or a committee thereof, with each Unit consisting of (i) one share (the “ Share ,” collectively, the “ Shares ”) of its common stock, par value $0.001 per share (the “ Common Stock ”), and (ii) one warrant (the “ Warrant ,” collectively, the “ Warrants ”) to purchase 0.75 shares of Common Stock (and the fractional amount being the “ Warrant Ratio ”), in substantially the form attached hereto as Exhibit B , for a purchase price of $0.865 per Unit (the “ Purchase Price ”). Units will not be issued or certificated. The Shares and Warrants are immediately separable and will be issued separately. The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the “ Warrant Shares ” and, together with the Units, the Shares and the Warrants, are referred to herein as the “Securities”).

      3.  The offering and sale of the Units (the “ Offering ”) are being made pursuant to (a) an effective Registration Statement on Form S-3, No. 333-156459 (the “ Registration Statement ”) filed by the Company with the Securities and Exchange Commission (the “ Commission ”), including the Prospectus contained therein (the “ Base Prospectus ”), (b) if applicable, certain “free writing prospectuses” (as that term is defined in Rule 405 under the Securities Act of 1933, as amended (the “ Act ”)), that have been or will be filed, if required, with the Commission and delivered to the Investor on or prior to the date hereof (the “ Issuer Free Writing Prospectus ”), containing certain supplemental information regarding the Units, the terms of the Offering and the Company, (c) a Preliminary Prospectus Supplement (the “ Preliminary Prospectus Supplement ”) containing certain supplemental information regarding the Units, the Offering and the Company that will be filed with the Commission and delivered to the Investor, and (d) a Prospectus Supplement (the “ Prospectus Supplement ” and, together with the Base Prospectus, the “ Prospectus ”) containing certain supplemental information regarding the Units and terms of the Offering that will be filed with the Commission and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof with the Commission).

      4.  The Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor the Units set forth below for the aggregate purchase price set forth below. The Units shall be purchased pursuant to the Terms and Conditions for Purchase of Units attached hereto as Annex I and incorporated herein by this reference as if fully set forth herein. The Investor acknowledges that the Offering is not being underwritten by the Placement

Agent (the “ Placement Agent ”) named in the Prospectus Supplement and that there is no minimum offering amount.

      5.  The manner of settlement of the Shares included in the Units purchased by the Investor shall be as follows:

Delivery versus payment (“ DVP ”) through the Depository Trust Company (“ DTC ”) ( i.e. , on the Closing Date, the Company shall instruct Mellon Investor Services LLC, its “ Transfer Agent ”, to issue the Shares registered in the Investor’s name and address as set forth below and released by the Transfer Agent to the Investor through DTC at the Closing directly to the account(s) at Lazard Capital Markets LLC (“ LCM ”) identified by the Investor; upon receipt of such Shares, LCM shall promptly electronically deliver such Shares to the Investor, and simultaneously therewith payment shall be made by LCM by wire transfer to the Company). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:

IT IS THE INVESTOR’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES AND WARRANTS MAY NOT BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER .

      6.  The executed Warrant shall be delivered in accordance with the terms thereof.

      7.  The Investor represents that, except as set forth below, (a) it has had no position, office or other material relationship within the past three years with the Company or persons known to it to be affiliates of the Company, (b) it is not a member of the Financial Industry Regulatory Authority, Inc. or an Associated Person (as such term is defined under the NASD Membership and Registration Rules Section 1011) as of the Closing, and (c) neither the Investor nor any group of Investors (as identified in a public filing made with the Commission) of which the Investor is a part in connection with the Offering of the Units, acquired, or obtained the right to acquire, 20% or more of the Common Stock (or securities convertible into or exercisable for Common Stock) or the voting power of the Company on a post-transaction basis. Exceptions:

(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

      8.  The Investor represents that it has received (or otherwise had made available to it by the filing by the Company of an electronic version thereof with the Commission) the Base Prospectus, dated February 4, 2009, which is a part of the Company’s Registration Statement, the Preliminary Prospectus Supplement, the documents incorporated by reference therein and any free writing prospectus (collectively, the “ Disclosure Package ”), prior to or in connection with the receipt of this Agreement. The Investor acknowledges that, prior to the delivery of this Agreement to the Company, the Investor will receive certain additional information regarding the Offering, including pricing information (the “ Offering Information ”). Such information may be provided to the Investor by any means permitted under the Act, including the Preliminary Prospectus Supplement, Prospectus Supplement, a free writing prospectus and oral communications.

      9.  No offer by the Investor to buy Units will be accepted and no part of the Purchase Price will be delivered to the Company until the Investor has received the Offering Information and the Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to the Company (or Placement Agent on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Investor has been delivered the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Company.

      10.  The Company acknowledges that the only material, non-public information relating to the Company it has provided to the Investor in connection with the Offering prior to the date hereof is the existence of the Offering and certain information included in the Preliminary Prospectus Supplement.

      11.  For so long as any Warrants remain outstanding, the Company shall not, in any manner, issue or sell any rights, warrants or options to subscribe for or purchase Common Stock, or directly or indirectly convertible into or exchangeable for Common Stock at a price which resets as a function of market price of the Common Stock, unless the conversion, exchange or exercise price of any such security cannot be less than the then applicable Exercise Price (as defined in the Warrants) with respect to the Common Stock into which any Warrant is exercisable (other than as a result in the ordinary course of business of the issuance of Common Stock issued pursuant to the exercise of stock options under the Company’s stock plans, the issuance of Common Stock under the Company’s stock plans, and the issuance of Common Stock pursuant to employee stock purchase plans)

Number of Units: ______________________________

Purchase Price Per Unit: $________________________

Aggregate Purchase Price: $________________________

     Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

Agreed and Accepted
this 4 ^th day of May, 2009:

CAPSTONE TURBINE CORPORATION

ANNEX I

TERMS AND CONDITIONS FOR PURCHASE OF UNITS

      1. Authorization and Sale of the Units. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Units.

      2. Agreement to Sell and Purchase the Units; Placement Agent.

           2.1 At the Closing (as defined in Section 3.1 ), the Company will sell to the Investor, and the Investor will purchase from the Company, upon the terms and conditions set forth herein, the number of Units set forth on the last page of the Agreement to which these Terms and Conditions for Purchase of Units are attached as Annex I (the “ Signature Page ”) for the aggregate purchase price therefor set forth on the Signature Page.

           2.2 T