] Shares CLEAN DIESEL TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2011 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip • New York
Clean Diesel Technologies, Inc. a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of [ ] authorized but unissued shares (the “Underwritten Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and the stockholders of the Company listed on Schedule I hereto (the “Selling Stockholders” and each a “Selling Stockholder”), hereby agree, severally but not jointly, to sell an aggregate of up to [ ] shares of Common Stock (the “Secondary Shares”) in the amounts set forth opposite their names on Schedule I. The Company has granted the Underwriter the option to purchase an aggregate of up to [ ] additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover any over-allotments made in connection with the offering. The Underwritten Shares, Secondary Shares and Additional Shares are collectively referred to
