COMMON STOCK PURCHASE WARRANT CLEAN DIESEL TECHNOLOGIES, INC.Warrant Agreement • July 3rd, 2013 • Clean Diesel Technologies Inc • 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 the five-year anniversary of the Issue Date (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).
ContractSecurities Agreement • July 3rd, 2013 • 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.
AMENDMENT NO. 1 TO UNDERWRITING AGREEMENTUnderwriting Agreement • July 3rd, 2013 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip
THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Underwriting Agreement, dated June 28, 2013 (the “Underwriting Agreement”), by and between Clean Diesel Technologies, Inc., a Delaware corporation (the “Company”), and Roth Capital Partners LLC (the “Representative”), as representative of the underwriters named on Schedule I thereto, is entered into effective as of June 28, 2013. Capitalized terms contained herein and not specifically defined in this Amendment shall have the respective meanings ascribed to them in the Underwriting Agreement.
COMMON STOCK PURCHASE WARRANT CLEAN DIESEL TECHNOLOGIES, INC.Common Stock Purchase Warrant • July 3rd, 2013 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [—] (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 the five-year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Clean Diesel Technologies Inc., a Delaware corporation (the “Company”), up to [—] 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).
