Exchange of Note for Common Stock Sample Contracts

Lon E. Bell, Ph.D. [Address]
Exchange of Note for Common Stock • July 1st, 2016 • Clean Diesel Technologies Inc • Industrial & commercial fans & blowers & air purifing equip • California

This letter (this “Agreement”) will confirm the agreement of Clean Diesel Technologies, Inc., a Delaware corporation (the “Company”) to an exchange with Lon E. Bell, Ph.D. (“Holder”) of a that certain director’s convertible promissory note (amended and restated effective May 12, 2016) in the principal amount of $500,000 (the “Note”) currently held by Holder, and all accrued but unpaid interest thereon, for shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), on the terms set forth herein (the “Exchange”).

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