4,500,000 Shares AIR INDUSTRIES GROUP Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2017 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
Air Industries Group, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to Roth Capital Partners, LLC (“Roth”) and the other underwriters named on Schedule I hereto (the “Underwriters”), for whom Roth is acting as representative (the “Representative”), an aggregate of 4,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 675,000 shares (the “Option Shares”) of Common Stock for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
Form of Lock-Up Agreement July , 2017Lock-Up Agreement • July 26th, 2017 • Air Industries Group • Aircraft parts & auxiliary equipment, nec • New York
As a condition to the inclusion of the shares of common stock, par value $0.001 per share (“Common Stock”), of Air Industries Group, a Nevada corporation (the “Company”), you acquired or may acquire upon conversion of the Company’s Subordinated Convertible Notes due May 12, 2018 (the “ ”) in a registration statement to be filed by the Company for the resale of those shares in a public offering pursuant to a prospectus included in that registration statement, the undersigned hereby agrees that for a period (the “Lock-Up Period”) commencing on the date hereof and continuing through the close of trading on October 10, 2017, the ninetieth (90th) day following the closing of the public offering for the sale by the Company of 5,175,000 shares of Common Stock on July 12, 2017 pursuant to an Underwriting Agreement with Roth Capital Partners, LLC, as representative of the several underwriters named in Schedule I annexed thereto (the “Representative”), the undersigned will not, without the prior
