CLEAN DIESEL TECHNOLOGIES, INC. 1,600,000 Shares of Common Stock, $0.01 par value. and Warrants to Purchase 800,000 Shares of Common Stock, $0.01 par value Underwriting AgreementClean Diesel Technologies Inc • June 28th, 2013 • 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 1,600,000 authorized but unissued shares (the “Underwritten Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and warrants (“Warrants”) to purchase an aggregate of 800,000 shares of Common Stock (the “Underwritten Warrants” and together with the Underwritten Shares, the “Underwritten Securities”). The Company has granted the Underwriters the option to purchase an aggregate of up to 240,000 additional shares of Common Stock (the “Additional Shares”) and/or up to an additional 120,000 Warrants (the “Additional Warrants”, and together with the Additional Shares, the “Additional Securities”) as may be necessary to cover any over-allotments made in connection with the offering. The Underwritten Shares and the Additional
June 28, 2013 Kanis S.A. c/o SG Associates LimitedClean Diesel Technologies Inc • June 28th, 2013 • Industrial & commercial fans & blowers & air purifing equip • Delaware
June 28, 2013 Derek Gray c/o SG Associates Limited London, England NW1 5QT Dear Mr. Gray:Clean Diesel Technologies Inc • June 28th, 2013 • Industrial & commercial fans & blowers & air purifing equip • Delaware
This letter sets forth the agreement (the “Subscription Agreement”) among you (the “Purchaser”) and Clean Diesel Technologies, Inc., a Delaware corporation (the “Company”) with respect to the matters set forth herein.
