0000950123-11-089356 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2011 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip • Illinois

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2011, by and between CLEAN DIESEL TECHNOLOGIES, INC., a Delaware corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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FORM OF PURCHASE AGREEMENT
Form of Purchase Agreement • October 11th, 2011 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip • Illinois

PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2011, by and between CLEAN DIESEL TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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