COMMON STOCK PURCHASE WARRANT CLEAN DIESEL TECHNOLOGIES, INC.Kanis S.A. • September 6th, 2016 • Industrial & commercial fans & blowers & air purifing equip • Delaware
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Kanis S.A. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to the close of business on November 11, 2019 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clean Diesel Technologies Inc., a Delaware corporation (the “Company”), up to 94,000 shares (the “Warrant Shares”) of common stock, par value $0.01 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
KANIS S.A. P.O. Box 986 Third Floor Geneva Place Road Town Tortola VG1110 British Virgin IslandsKanis S.A. • September 6th, 2016 • Industrial & commercial fans & blowers & air purifing equip • California
This letter (this “Agreement”) will confirm the agreement of Clean Diesel Technologies, Inc., a Delaware corporation (the “Company”) to an exchange with Kanis S.A. (“Holder”) of an aggregate of $7.5 million in principal amount of promissory notes and other evidences of indebtedness of the Company described on Exhibit A attached hereto (collectively referred to as the “Notes”) currently held by Holder, and all accrued but unpaid interest thereon, for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), on the terms set forth herein (the “Exchange”).
WARRANTKanis S.A. • September 6th, 2016 • Industrial & commercial fans & blowers & air purifing equip • Delaware
This Certifies that Kanis S.A. (the “Holder”), with an address of PO Box 986, Third Floor, Geneva Place, Road Town, Tortola British Virgin Islands VG1110, for value received and subject to the provisions hereinafter set forth is entitled to purchase from Clean Diesel Technologies, Inc., a Delaware corporation (the “Company”), 5,000 shares of Common Stock of the Company, par value $.01 per share (the “Shares”), at a price of $1.75 per share (the “Exercise Price”) on or before 5:00 p.m. local time at the then executive offices of the Company on or prior to the Expiration Date (as defined below). This Warrant shall be void unless exercised on or before the Expiration Date.
Debt Subordination AgreementDebt Subordination Agreement • September 6th, 2016 • Kanis S.A. • Industrial & commercial fans & blowers & air purifing equip • California
This Debt Subordination Agreement is executed by the above-named Creditor (“Creditor”) in favor of Haldor Topsøe A/S (“Lender”), with respect to the above-named borrower (“Borrower”). In order to induce Lender to extend or continue to extend financing to the Borrower (but without obligation on Lender’s part to do so), Creditor hereby agrees as follows:
WARRANTKanis S.A. • September 6th, 2016 • Industrial & commercial fans & blowers & air purifing equip • Delaware
This Certifies that Kanis S.A. (the “Holder”), with an address of PO Box 986, Third Floor, Geneva Place, Road Town, Tortola British Virgin Islands VG1110, for value received and subject to the provisions hereinafter set forth is entitled to purchase from Clean Diesel Technologies, Inc., a Delaware corporation (the “Company”), 45,000 shares of Common Stock of the Company, par value $0.01 per share (the “Shares”), at a price of US$1.75 per share (the “Exercise Price”) on or before 5:00 p.m. local time at the then executive offices of the Company on or prior to the Expiration Date (as defined below). This Warrant shall be void unless exercised on or before the Expiration Date.
