| | |
Exhibit | | |
No. | | Description of Exhibit |
| | |
| | |
2.1 | | Asset Purchase Agreement, dated as of October 20, 2014, between Clean Diesel Technologies, Inc., ECS Holdings, Inc., Engine Control Systems Ltd., and SES USA Inc. (incorporated by reference to Exhibit 2.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on October 21, 2014). |
3.1* | | Restated Certificate of Incorporation of Clean Diesel Technologies, Inc., as amended through May 23, 2012. |
| | |
3.2 | | By-Laws of Clean Diesel Technologies, Inc. as amended through November 6, 2008 (incorporated by reference to Exhibit 3.1 to CDTis Quarterly Report on Form 10-Q (SEC file number 001-33710) filed on November 10, 2008). |
| | |
4.1 | | Specimen of Certificate for Clean Diesel Technologies, Inc. Common Stock (incorporated by reference to Exhibit 4.1 to CDTis Post-Effective Amendment No. 1 to Form S-4 on Form S-3 (SEC file number 333-166865) filed on November 10, 2010). |
4.2 | | Form of Investor Warrant issued on July 3, 2013 (incorporated by reference to Exhibit 4.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on July 3, 2013). |
4.3 | | Form of Investor Warrant issued on April 4, 2014 (incorporated by reference to Exhibit 4.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on April 1, 2014). |
4.4 | | Form of Investor Series A Warrant issued on November 7, 2014 (incorporated by reference to Exhibit 4.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on November 4, 2014). |
| | |
4.5 | | Form of Investor Series B Warrant issued on November 7, 2014 (incorporated by reference to Exhibit 4.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on November 4, 2014). |
| | |
10.1 | | Joint Research Agreement on Zero Precious Group Metal Catalyst, dated June 8, 2010, between Honda R&D Co., Ltd. and Catalytic Solutions, Inc. and extended by the Memorandum of Joint Research Agreement on Zero Precious Group Metal Catalyst, dated April 1, 2012, between Honda R&D Co., Ltd. and Catalytic Solutions, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014). |
10.2 | | Loan Commitment Letter, dated December 30, 2010, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on January 5, 2011). |
10.3 | | Form of Promissory Note, dated December 30, 2010, issued to Kanis S.A. in an initial aggregate principal amount of $1,500,000 (incorporated by reference to Schedule A to Loan Commitment Letter filed as Exhibit 10.1 to CDTis current report on Form 8-K (SEC file number 001-33710) filed on January 5, 2011). |
10.4 | | Amendment of Clean Diesel Technologies, Inc.s Loan Agreement, dated December 30, 2010, between Kanis S.A. and Clean Diesel Technologies, Inc., dated January 30, 2013 (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on February 1, 2013). |
10.5 | | Letter Agreement with Kanis S.A. dated June 28, 2013 (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on June 28, 2013). |
10.6 | | Form of Warrant issued to Kanis S.A., dated February 16, 2012 (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on February 17, 2012). |
| | |
10.7 | | Warrant issued to Kanis S.A., dated July 3, 2013 (incorporated by reference to Exhibit 99.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on July 3, 2013). |
10.8 | | Subordinated Convertible Notes Commitment Letter, dated April 11, 2011, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on April 13, 2011). |
10.9 | | Form of 8% Subordinated Convertible Promissory Note, dated April 11, 2011, issued to Kanis S.A. in the initial aggregate principal amount of $3,000,000 (included as Schedule B to Subordinated Convertible Notes Commitment Letter filed as Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on April 13, 2011). |
10.10 | | Amendment of 8% Subordinated Convertible Promissory Note between Clean Diesel Technologies, Inc. and Kanis S.A., dated February 16, 2012 (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on February 17, 2012). |
10.11 | | Second Amendment of 8% Convertible Promissory Note, dated July 27, 2012, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.3 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on August 2, 2012). |
10.12 | | Letter Agreement, dated January 30, 2013, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on February 1, 2013). |
| | |
10.13 | | Letter Agreement, dated March 21, 2014, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on March 27, 2014). |
| | |
10.14 | | Loan Commitment Letter, dated July 27, 2012, between Kanis S.A. and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on August 2, 2012). |
| | |
10.15 | | Form of Promissory Note, dated July 27, 2012, issued to Kanis S.A., in the initial aggregate principal amount of $3,000,000 (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on August 2, 2012). |
10.16 | | Form of Warrant issued to Kanis S.A., dated July 27, 2012 (incorporated by reference to Exhibit 10.4 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on August 2, 2012). |
| | |
10.17* | | Letter Agreement dated November 11, 2014 between Clean Diesel Technologies, Inc. and Kanis S.A. |
| | |
10.18* | | Form of Warrant, dated November 11, 2014, issued to Kanis S.A. |
| | |
10.19 | | Form of Agreement of Sale of Accounts and Security Agreement, dated February 14, 2011 between Faunus Group International, Inc., one the one hand, and Clean Diesel Technologies, Inc. and certain of its subsidiaries, on the other hand (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on February 16, 2011), as amended by the Omnibus Amendment to Sale of Accounts and Security Agreements and Guaranty Agreement dated August 15, 2012, among Clean Diesel Technologies, Inc., certain of its subsidiaries and Faunus Group International, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on August 21, 2012), and as further amended by the Agreement, dated October 15, 2014, between Engine Control Systems Ltd. and Faunus Group International, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on October 21, 2014). |
| | |
10.20 | | Form of Agreement Guaranty, dated February 14, 2011 between Faunus Group International, Inc. and Clean Diesel Technologies, Inc., Clean Diesel International LLC, Catalytic Solutions, Inc., Engine Control Systems, Ltd., Engine Control Systems Limited, Clean Diesel Technologies Limited, Engine Control Systems Europe AB, ECS Holdings, Inc., Catalytic Solutions Holdings, Inc. and CSI Aliso, Inc. (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on February 16, 2011) as amended by the Omnibus Amendment to Sale of Accounts and Security Agreements and Guaranty Agreement dated August 15, 2012, among Clean Diesel Technologies, Inc., certain of its subsidiaries and Faunus Group International, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on August 21, 2012). |
| | |
10.21 | | Form of Warrant issued on July 5, 2011 to the underwriters named in the Underwriting Agreement, dated June 28, 2011, by and among Clean Diesel Technologies, Inc., the selling stockholders named therein, and Roth Capital Partners, LLC, as the representative of the underwriters (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on July 1, 2011). |
10.22 | | Joint Venture Agreement, dated February 19, 2013, between Pirelli & C. Ambiente SpA and Clean Diesel Technologies, Inc. (certain portions of the agreement have been redacted and filed separately with the SEC pursuant to a request for confidential treatment, which has been granted) (incorporated by reference to Exhibit 10.1 to CDTis Amendment No. 2 to Current Report on Form 8-K (SEC file number 001-33710) filed on May 16, 2013). |
10.23 | | Eco Emission Enterprise srl Liquidation letter, dated November 21, 2013, between Pirelli & C. Ambiente SpA and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.16 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014). |
10.24 | | Letter Agreement with Derek Gray dated June 28, 2013 (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on June 28, 2013). |
10.25 | | Form of Underwriter Warrant (incorporated by reference to Exhibit 99.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on July 3, 2013). |
10.26 | | Employment Agreement dated March 25, 2014, between Pedro J. Lopez-Baldrich and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on March 27, 2014). |
10.27 | | Employment Agreement dated March 25, 2014, between Christopher J. Harris and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.22 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014), as amended and superseded by the Amended and Restated Employment Agreement, dated December 22, 2014, between Clean Diesel Technologies, Inc. and Christopher J. Harris (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on December 23, 2014). |
| | |
10.28 | | Employment Agreement dated March 8, 2012, between R. Craig Breese and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.21 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 29, 2012). |
10.29 | | Separation Agreement and Release dated January 24, 2014, between R. Craig Breese and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.24 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014). |
10.30 | | Employment Agreement, dated May 2, 2012, between Nikhil A. Mehta and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on May 7, 2012). |
10.31 | | Separation Agreement and Release, dated July 31, 2014, between Nikhil A. Mehta and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on July 31, 2014). |
10.32 | | Employment Agreement, dated October 17, 2006, between Stephen J. Golden, Ph.D., and CSI (incorporated by reference to Exhibit 10.5 to Amendment No. 2 to CDTis Registration Statement on Form S-4/A (SEC file number 001-33710) filed on August 30, 2010). |
10.33 | | Stock Incentive Plan as amended through May 23, 2012 (incorporated by reference to Appendix A to CDTis Definitive Proxy Statement (SEC file number 001-33710) filed on April 23, 2012). |
10.34 | | Form of U.S. Participant Notice of Grant of Stock Option and Agreement (incorporated by reference to Exhibit 10.3 to CDTis Form 10-Q (SEC file number 001-33710) filed on August 9, 2012). |
10.35 | | Form of Non-U.S. Participant Notice of Grant of Stock Option and Agreement (incorporated by reference to Exhibit 10.4 to CDTis Form 10-Q (SEC file number 001-33710) filed on August 9, 2012). |
| | |
10.36 | | Form of Non-Employee Director Notice of Grant of Stock Option and Agreement (incorporated by reference to Exhibit 10.5 to CDTis Form 10-Q (SEC file number 001-33710) filed on August 9, 2012). |
| | |
10.37 | | Form of U.S. Participant Notice of Grant of Restricted Share Units and Agreement (incorporated by reference to Exhibit 10.6 to CDTis Form 10-Q (SEC file number 001-33710) filed on August 9, 2012). |
| | |
10.38 | | Form of Non-U.S. Participant Notice of Grant of Restricted Share Units and Agreement (incorporated by reference to Exhibit 10.7 to CDTis Form 10-Q (SEC file number 001-33710) filed on August 9, 2012). |
| | |
10.39 | | Management Short Term Incentive Plan (incorporated by reference to Exhibit 10.3 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on June 13, 2011). |
10.40 | | Executive Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on December 18, 2012). |
10.41 | | Second Purchase and Sale Agreement, dated December 18, 2009, between Tanaka Kikinzoku Kogyo K.K. and Catalytic Solutions, Inc. (incorporated by reference to Exhibit 10.37 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014). |
10.42 | | Purchase and Sale Agreement and the Amendment to Purchase and Sale Agreement, each dated December 22, 2008, between Tanaka Kikinzoku Kogyo K.K. and Catalytic Solutions, Inc. (incorporated by reference to Exhibit 10.38 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014). |
| | |
10.43 | | New Shareholders Agreement, dated December 18, 2009, between Tanaka Holdings Co., Ltd. (formerly Tanaka Holdings K.K.), Tanaka Kikinzoku Kogyo K.K., Catalytic Solutions, Inc. and TC Catalyst, Inc. (incorporated by reference to Exhibit 10.39 to CDTis Annual Report on Form 10-K (SEC file number 001-33710) filed on March 31, 2014). |
10.44* | | TKK-CDTi Addendum Agreement, dated March 13, 2015, between Tanaka Holdings Co., Ltd., Tanaka Kikinzoku Kogyo K. K., TC Catalyst, Inc. and Catalytic Solutions, Inc. |
10.45 | | Form of Subscription Agreement, dated April 1, 2014, between the Company and the investors in the offering (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on April 1, 2014). |
10.46 | | Confidential Settlement Agreement and General Release, dated March 13, 2014, between Ann B. Ruple and Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.2 to CDTis Form 10-Q (SEC file number 001-33710) filed on May 8, 2014). |
10.47 | | Form of Subscription Agreement, dated November 4, 2014, between the Company and the investors in the offering. (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on November 4, 2014). |
10.48 | | Placement Agent Agreement, dated November 4, 2014, between the Company and Cowen and Company, LLC. (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on November 4, 2014). |
10.49 | | Employment Agreement, dated December 22, 2014, between Clean Diesel Technologies, Inc. and David E. Shea (incorporated by reference to Exhibit 10.1 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on December 23, 2014). |
10.50 | | Placement Agent Agreement, dated April 1, 2014, between Clean Diesel Technologies, Inc., Roth Capital Partners, LLC and Craig-Hallum Capital Group LLC (incorporated by reference to Exhibit 10.2 to CDTis Current Report on Form 8-K (SEC file number 001-33710) filed on April 1, 2014). |
21* | | Subsidiaries of Clean Diesel Technologies, Inc. |
| | |
23* | | Consent of BDO USA, LLP, Independent Registered Public Accounting Firm. |
| | |
24.1* | | Power of Attorney (included on the signature page of this Annual Report on Form 10-K). |
| | |
31.1* | | Certification of Christopher J. Harris pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2* | | Certification of David E. Shea pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32** | | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
101.INS* | | XBRL Instance Document. |
101.SCH* | | XBRL Taxonomy Extension Schema Document. |
| | |
101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document. |
| | |
101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document. |
| | |
101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document. |
| | |
101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document. |
| | |
* | | Filed herewith |
** | | Furnished herewith. |
| | Indicates a management contract or compensatory plan or arrangement |