0001213900-09-003566 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 2___ (the “Grant Date”), is between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Pioneer Power Solutions, Inc. 2009 Equity Incentive Plan (the “Plan”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 2, 2009, is made by and between Pioneer Power Solutions, Inc., a Delaware corporation (“Seller”), and David Davis (“Buyer”).

PIONEER POWER SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Delaware

This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 2___ (the “Grant Date”), is between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Pioneer Power Solutions, Inc. 2009 Equity Incentive Plan (the “Plan”).

PIONEER POWER SOLUTIONS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Pioneer Power • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Delaware

This Director and Officer Indemnification Agreement, dated as of December 2, 2009 (this “Agreement”), is made by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and ___________ (the “Indemnitee”).

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • New York

THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT, is entered into as of this 2nd day of December, 2009 by and between Pioneer Power Solutions, Inc. (the “Company”), a Delaware corporation, c/o Provident Industries, c/o Clinton Group, 9 West 57th Street, 26th Floor, New York, New York 10019 and Nathan Mazurek, c/o Provident Industries, c/o Clinton Group, 9 West 57th Street, 26th Floor, New York, New York 10019 (the “Executive”).

AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVES
Pioneer Power Solutions, Inc. • December 7th, 2009 • Services-personal services • Quebec

This agreement is made this 1st day of April 1996, by and between Pioneer Transformers LTD (“PT”) in Mississauga, Ontario, Canada, having its principal place of business ;at 612 chemin Bernard, Granby, Quebec, Canada, and its Sales Representative,

ValuePlan Lease
Pioneer Power Solutions, Inc. • December 7th, 2009 • Services-personal services • Ontario

Customer, including successors and assigns ("you or "your') agrees to lease from and/or finance with IBM Canada Limited ("us”, "we" or "our'), the equipment and/or other items including software and services (collectively, the "Items') described in this Agreement. A transaction code F in the "Trans. Code” column indicates a loan; other transaction codes indicate leased Items. We make no representation whatsoever regarding your accounting treatment related to any transaction under /INS Agreement End of lease ("EOL") designations indicate your options which are detailed in paragraph 12. All decisions and options under this Agreement apply to all and not less than all Items listed in this Agreement.

LOCK-UP AGREEMENT
Lock-Up Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • New York

The undersigned is the owner of certain shares of common stock, $.001 par value per share, of Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), that were received pursuant to that certain Share Exchange Agreement, of even date herewith, between the Company, the undersigned and Pioneer Transformers Ltd., a Canadian corporation (the “Exchange Shares”). The undersigned understands that in connection with the Share Exchange Agreement, the Company has entered into a securities purchase agreement, of even date herewith (the “Purchase Agreement”), pursuant to which the Company will issue and sell to the investors set forth therein (the “Investors”) the Shares (as defined in the Purchase Agreement) in exchange for proceeds of at least $5,000,000 (the “Funding Transaction”). The undersigned understands that the Company and the Investors will proceed with the Funding Transaction in reliance on this Letter Agreement.

AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
Pioneer Power Solutions, Inc. • December 7th, 2009 • Services-personal services • Delaware

This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of December 2, 2009, by Pioneer Power Solutions, Inc., a Delaware corporation (“Assignor”), and Sierra Concepts Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Assignor (“Assignee”).

ValuePlan Lease
Additional Terms – Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Ontario

Customer, including successors and assigns ("you or "your') agrees to lease from and/or finance with IBM Canada Limited ("us”, "we" or "our'), the equipment and/or other items including software and services (collectively, the "Items') described in this Agreement. A transaction code F in the "Trans. Code” column indicates a loan; other transaction codes indicate leased Items. We make no representation whatsoever regarding your accounting treatment related to any transaction under /INS Agreement End of lease ("EOL") designations indicate your options which are detailed in paragraph 12. All decisions and options under this Agreement apply to all and not less than all Items listed in this Agreement.

ORACLE LICENSE AND SERVICES AGREEMENT
Oracle License and Services Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Ontario
AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVES
Pioneer Power Solutions, Inc. • December 7th, 2009 • Services-personal services • Quebec

This agreement made this 19th day of September 2003, by and between Pioneer Transformers LTD (“PT”) in Granby, Quebec Canada, having its principal place of business at 612 chemin Bernard, Granby, Quebec, Canada, and it’s Sales Representative,

THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE...
Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Ontario

CERTIFICATE OF APPROVAL THIS TECHNICAL SPECIFICATION MEETS THE SAFETY REQUIREMENTS OF SECTION 4 OF ONTARIO REGULATION 22/04 /s/ J. Petras August 31, 05 JOHN PETRAS PROFESSIONAL ENGINEER DATE MANAGER, STANDARD & MATERIALS

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 2, 2009, by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (individually, an “Investor” and collectively, the “Investors”).

ValuePlan Lease
Additional Terms – Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Ontario

Customer, including successors and assigns ("you or "your') agrees to lease from and/or finance with IBM Canada Limited ("us”, "we" or "our'), the equipment and/or other items including software and services (collectively, the "Items') described in this Agreement. A transaction code F in the "Trans. Code” column indicates a loan; other transaction codes indicate leased Items. We make no representation whatsoever regarding your accounting treatment related to any transaction under /INS Agreement End of lease ("EOL") designations indicate your options which are detailed in paragraph 12. All decisions and options under this Agreement apply to all and not less than all Items listed in this Agreement.

ValuePlan Lease
Additional Terms – Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Ontario

Customer, including successors and assigns ("you or "your') agrees to lease from and/or finance with IBM Canada Limited ("us”, "we" or "our'), the equipment and/or other items including software and services (collectively, the "Items') described in this Agreement. A transaction code F in the "Trans. Code” column indicates a loan; other transaction codes indicate leased Items. We make no representation whatsoever regarding your accounting treatment related to any transaction under /INS Agreement End of lease ("EOL") designations indicate your options which are detailed in paragraph 12. All decisions and options under this Agreement apply to all and not less than all Items listed in this Agreement.

AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVES
Pioneer Power Solutions, Inc. • December 7th, 2009 • Services-personal services • Quebec

This agreement made this day of May 11th 2006, by and between Pioneer Transformers LTD ("PT") in Granby, Quebec Canada, having its principal place of business at 612 chemin Bernard, Granby, Quebec, Canada, and it's Sales Representative,

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • New York

This Share Exchange Agreement (this “Agreement”), dated as of December 2, 2009, is by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Parent”), Pioneer Transformers Ltd., a company incorporated under the Canada Business Corporations Act (the “Company”), and Provident Pioneer Partners, L.P., a Delaware limited partnership, and the sole stockholder of the Company (the “Shareholder”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”

AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVES
Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services • Quebec

This agreement made this 1st day of March 1995, by and between Pioneer Transformers LTD (“PT”) in Mississauga, Ontario, Canada, having its principal place of business at 612 chemin Bernard, Granby, Quebec, Canada, and its Sales Representative,

LEASE AMENDING AGREEMENT
Lease Amending Agreement • December 7th, 2009 • Pioneer Power Solutions, Inc. • Services-personal services

WHEREAS pursuant to a lease dated the 8th day of October, 1998, as amended by a lease amending agreement made as of the 20th day of March, 2001 (collectively, the “Lease”), the Landlord, by its predecessor, as landlord, leased to the Tenant certain premises containing a rentable floor area of 1,407 square feet, being composed of part of the ground floor of Building 5, Suite 102 of the development municipally known as 2600 Skymark Avenue, Mississauga, Ontario (the Lands and Building as more particularly described in the Lease) for a term now expiring July 31, 2006 at the rents and upon the terms and conditions contained in the Lease;

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