2,725,000 Shares CLEAN DIESEL TECHNOLOGIES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 1st, 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 the underwriters listed in Schedule I hereto (the “Underwriters”) an aggregate of 2,645,000 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 II hereto (the “Selling Stockholders” and each a “Selling Stockholder”), hereby agree, severally but not jointly, to sell an aggregate of up to 80,000 shares of Common Stock (the “Secondary Shares”) in the amounts set forth opposite their names on Schedule II. The Company has granted the Underwriters the option to purchase an aggregate of up to 408,750 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
ContractSecurities Purchase Agreement • July 1st, 2011 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
