1,293,750 Shares PIONEER POWER SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2015 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, as the sole book-running manager and underwriters’ representative (“Roth”), and Monarch Capital Group, LLC, as co-manager (“Monarch” and collectively with Roth, the “Underwriters”) an aggregate of 1,125,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, as set forth on Schedule I hereto. The Company has granted the Underwriters the option to purchase an aggregate of up to 168,750 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
