Primary Shares 584,000 Secondary Shares PIONEER POWER SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2011 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule II hereto (collectively, the “Selling Stockholders”), propose, subject to the terms and conditions contained in this agreement (this “Agreement”), to sell to the underwriters named on Schedule I hereto (the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as representative (the “Representative”), an aggregate of ________ shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). Of the ___________ Firm Shares, __________ are to be issued and sold by the Company and 584,000 are to be sold by the Selling Stockholders. The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto.
