1,150,000 Shares PIONEER POWER SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2013 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, as the sole book-running manager and underwriters’ representative (“Roth”), and Monarch Capital Group, LLC, as co-manager (“Monarch” and collectively with Roth, the “Underwriters”) an aggregate of 1,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, as set forth on Schedule I hereto. The Company has granted the Underwriters the option to purchase an aggregate of up to 150,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
ContractPioneer Power Solutions, Inc. • September 10th, 2013 • Power, distribution & specialty transformers
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.
1,293,750 Shares PIONEER POWER SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2015 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC, as the sole book-running manager and underwriters’ representative (“Roth”), and Monarch Capital Group, LLC, as co-manager (“Monarch” and collectively with Roth, the “Underwriters”) an aggregate of 1,125,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), of the Company, as set forth on Schedule I hereto. The Company has granted the Underwriters the option to purchase an aggregate of up to 168,750 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
PIONEER POWER SOLUTIONS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 19th, 2014 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of ____________________ (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. 2011 Long Term Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENTStock 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 AGREEMENTIncentive 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”).
Primary Shares 584,000 Secondary Shares PIONEER POWER SOLUTIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2011 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Schedule II hereto (collectively, the “Selling Stockholders”), propose, subject to the terms and conditions contained in this agreement (this “Agreement”), to sell to the underwriters named on Schedule I hereto (the “Underwriters”), for whom Oppenheimer & Co. Inc. is acting as representative (the “Representative”), an aggregate of ________ shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). Of the ___________ Firm Shares, __________ are to be issued and sold by the Company and 584,000 are to be sold by the Selling Stockholders. 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.
Pioneer Power Solutions 8-KStock Purchase Agreement • August 21st, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
On June 28, 2019, Pioneer Power Solutions, Inc. (the “Company,” “Pioneer Power” or “PPSI”) entered into a Stock Purchase Agreement, dated as of June 28, 2019 (the “Stock Purchase Agreement”), by and among the Company, Electrogroup Canada, Inc., a wholly owned subsidiary of the Company (“Electrogroup”), Jefferson Electric, Inc., a wholly owned subsidiary of the Company (“Jefferson”), JE Mexican Holdings, Inc., a wholly owned subsidiary of the Company (“JE Mexico,” and together with Electrogroup and Jefferson, the “Disposed Companies”), Nathan Mazurek, Pioneer Transformers L.P. (the “US Buyer”) and Pioneer Acquireco ULC (the “Canadian Buyer,” and together with the US Buyer, the “Buyer”), which was amended on August 13, 2019. Pursuant to the terms of the Stock Purchase Agreement, as amended, the Company agreed to sell (i) all of the issued and outstanding equity interests of Electrogroup to the Canadian Buyer and (ii) all of the issued and outstanding equity interests of Jefferson and JE
Pioneer Power Solutions Inc. 8-KAgreement and Plan of Merger • January 28th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Delaware
AGREEMENT AND PLAN OF MERGER by and among PIONEER CRITICAL POWER, INC., the Company; CLEANSPARK, INC., the Parent and CLEANSPARK ACQUISITION, INC. Merger Sub Dated as of January 22, 2019
PIONEER POWER SOLUTIONS, INC. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTPioneer Power • March 10th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Delaware
This Director and Officer Indemnification Agreement, dated as of December 2nd, 2009 (this “Agreement”), is made by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and David J. Landes (the “Indemnitee”).
Amended and Restated Credit Agreement Dated as of April 29, 2016 among Pioneer Power Solutions, Inc., The Guarantors from time to time party hereto, and Bank of Montreal, Chicago BranchCredit Agreement • May 4th, 2016 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Illinois
This Amended and Restated Credit Agreement is entered into as of April 29, 2016, by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (the “Bank”), as the lender as provided herein.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2012 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 30, 2012 and is entered into by and between Nathan J. Mazurek (the “Executive”) and Pioneer Power Solutions, Inc. (the “Company”). The Company and the Executive shall be referred to herein as the “Parties.”
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • August 18th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
THIS EMPLOYMENT AND NON-COMPETITION AGREEMENT, is entered into as of this 12th day of August, 2010 by and between Pioneer Power Solutions, Inc. (the “Company”), a Delaware corporation, 400 Kelby Street 9th Floor, Fort Lee, N.J. 07024 and Andrew Minkow, 60 West 13th Street #6F, New York, New York 10011 (the “Executive”).
LOAN AND SECURITY AGREEMENT dated as of December 2, 2014 among TITAN ENERGY WORLWIDE, INC., as Borrower, CERTAIN SUBSIDIARIES OF TITAN ENERGY WORLDWIDE, INC., as Guarantors, and PTES ACQUISITION CORP., as LenderLoan and Security Agreement • December 3rd, 2014 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
This LOAN AND SECURITY AGREEMENT dated as of December 2, 2014, among TITAN ENERGY WORLDWIDE, INC., a Nevada corporation (“Borrower”), Guarantors (as defined below), and PTES ACQUISITION CORP., a Delaware corporation (“Lender”).
COLLECTIVE LABOR AGREEMENT between TRANSFORMATEURS PIONEER LTÉE 612, rue Bernard Granby (Québec) J2J 0H6 and UNITED STEELWORKERS, LOCAL SECTION 9414 4805, Buolevard Lapinière, office 6500 Brossard (Québec) J4Z 0G2 June 1st, 2015 to May 31, 2020Collective Labor Agreement • March 31st, 2016 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is executed on the 22nd day of January 2019, by PIONEER CRITICAL POWER INC., a Delaware corporation (“Pioneer Critical”), and PIONEER POWER SOLUTIONS, INC., a Delaware corporation, (“Indemnitor”), to and in favor of CLEANSPARK, INC., a Nevada corporation (“Indemnitee’).
Fifth Amendment to Credit AgreementCredit Agreement • December 3rd, 2014 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Illinois
This Fifth Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of December 2, 2014, by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower, as Guarantors, and Bank of Montreal, a Canadian chartered bank acting through its Chicago branch (the “Bank”).
AT THE MARKET OFFERING AGREEMENTTerms Agreement • October 20th, 2020 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
Pioneer Power Solutions, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • January 28th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Nevada
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is entered into as of January 22, 2019 (the "Effective Date"), by and between CleanSpark, Inc., a Nevada corporation ("Buyer"), and Pioneer Power Solutions Inc., a Delaware corporation ("Shareholder").
SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTConvertible Preferred Stock Purchase Agreement • December 3rd, 2014 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
This SERIES A-1 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of December 2, 2014 by and among Titan Energy Worldwide, Inc., a Nevada corporation (the “Company”), and PTES Acquisition Corp., a Delaware corporation (the “Purchaser”).
CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • January 28th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • California
This CONTRACT MANUFACTURING AGREEMENT (the “Agreement”) is made as of January 22, 2019, by and between Cleanspark, Inc., a Nevada corporation (“Cleanspark”) and Pioneer Power Solutions, Inc., a Delaware corporation (“Pioneer”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2014 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
This First Amendment to Employment Agreement (this “Amendment”) is made and entered as of this 11th day of November, 2014, (the “Amendment Effective Date”) by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Nathan J. Mazurek (the “Executive”) for purposes of amending that certain Employment Agreement, dated as of March 30, 2012, by and between the Company and the Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 2nd, 2024 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
This FIRST Amendment to Employment Agreement (this “Amendment”) is made and into entered as of this 26th day of December, 2023, (the “Amendment Effective Date”) by and between Pioneer Power Solutions, Inc., a Delaware corporation (the “Company”), and Wojciech (Walter) Michalec (the “Executive”) for purposes of amending that certain Employment Agreement, dated as of April 25, 2022, by and between the Company and the Executive (the “Agreement”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
IRREVOCABLE TRANSFER OF TITLE AND GUARANTY TRUST AGREEMENTTitle and Guaranty Trust Agreement • November 14th, 2012 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
THIS IRREVOCABLE TRANSFER OF TITLE AND GUARANTY TRUST AGREEMENT NUMBER 1297, IS ENTERED INTO ON THIS 25th DAY OF JULY, 2012 (HEREINAFTER THE “AGREEMENT” OR THE “TRUST”), BY AND AMONG, NEXUS MAGNETICOS DE MEXICO, S. DE R.L. DE C.V., IN ITS CAPACITY AS TRUSTOR AND SECONDARY TRUST BENEFICIARY (HEREINAFTER REFERRED TO INDISTINCTIVELY AS “TRUSTOR A” OR “SECONDARY BENEFICIARY A”, AS REQUIRED BY THE CONTEXT), REPRESENTED HEREIN BY FRANCISCO JOSE PEÑA VALDES, JEFFERSON ELECTRIC, INC. IN ITS CAPACITY AS TRUSTOR AND SECONDARY TRUST BENEFICIARY (HEREINAFTER REFERRED TO INDISTINCTIVELY AS “TRUSTOR B” OR “SECONDARY BENEFICIARY B”, AS REQUIRED BY THE CONTEXT” AND JOINLTY WITH TRUSTOR A, SHALL BE REFERRED TO AS THE “TRUSTOR”, AS REQUIRED BY THE CONTEXT), REPRESENTED HEREIN BY FRANCISCO JOSE PEÑA VALDES, GE CF MÉXICO, S.A. DE C.V., IN ITS CAPACITY AS PRIMARY BENEFICIARY (HEREINAFTER, THE “PRIMARY BENEFICIARY”), REPRESENTED HEREIN BY PEDRO JOSÉ ISLA TREVIÑO; AND BANCO INVEX, S.A., MULTIPLE BANKING INST
AGREEMENT FOR AUTHORIZED SALES REPRESENTATIVESPioneer 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,
WAIVER AND EIGHTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2015 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Illinois
This Waiver and Eighth Amendment to Credit Agreement (herein, the “Amendment”) is entered into as of August 12, 2015, but effective as of June 30, 2015, by and among PIONEER POWER SOLUTIONS, INC., a Delaware corporation (the “Borrower”), the direct and indirect Domestic Subsidiaries of the Borrower, as Guarantors, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (the “Bank”).
March 21, 2016Pioneer Power Solutions, Inc. • March 25th, 2016 • Power, distribution & specialty transformers
LEASE AMENDING AGREEMENT THIS AGREEMENT made as of the 1st day of March, 2011.Lease Amending Agreement • March 31st, 2011 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
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 A venue, Mississauga, ON (the Lands and Building being more particularly described in the Lease) for a term now expiring July 31, 2011, at the rents and upon the terms and conditions contained in the Lease.
PIONEER POWER SOLUTIONS, INC. 10-QCredit Agreement • May 15th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
ValuePlan LeasePioneer 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.
FORBEARANCE AGREEMENT AND FOURTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • May 4th, 2010 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Wisconsin
This Forbearance Agreement and Fourth Amendment to Loan Agreement, dated August 28, 2009, is among Johnson Bank (the “Bank”), Jefferson Electric, Inc. (“Borrower”), Thomas Klink (“Guarantor”) and Diane M. Klink (“Diane Klink,” and together with the Borrower and Guarantor, the “Borrower Parties”).
DATED as of the 13th day of May, 2011 BETWEEN THE VENDORS - and - GILLES MAZOYER - and - 7834080 CANADA INC.Share Purchase Agreement • May 19th, 2011 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
FIDUCIE FAMILIALE MAZOYER, a trust formed under the laws of the Province of Québec (“Fiducie Mazoyer”) represented herein per GILLES MAZOYER and CARL BOUCHARD (the “Trustees”), es qualité as trustees of Fiducie Mazoyer;
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers
This First Amendment to Stock Purchase Agreement (this “Amendment”), dated as of August 13, 2019 (the “Amendment Date”), is entered into by and among Pioneer Power Solutions, Inc., a Delaware corporation (the “Seller”), Pioneer Electrogroup Canada Inc., a Canadian corporation (“Electrogroup”), Jefferson Electric, Inc., a Delaware corporation (“Jefferson”), JE Mexican Holdings, Inc., a Delaware corporation (“JE Mexico” and, together with Electrogroup and Jefferson, each the “Acquired Companies”), and (a) Pioneer Transformers L.P., a Delaware limited partnership (“US Buyer”) and (b) Pioneer Acquireco ULC, a British Columbia Unlimited Liability Company (“Canadian Buyer”) (US Buyer and Canadian Buyer are hereinafter collectively referred to as “Buyer”). The Acquired Companies, Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.”
TERMINATION OF ASSET PURCHASE AGREEMENTTermination of Asset Purchase Agreement • January 28th, 2019 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • Delaware
This Termination of Asset Purchase Agreement, dated as of January 16, 2019 (this “Agreement”), is entered into by and among CLEANSPARK, INC., a Nevada corporation (“Purchaser”), and PIONEER CUSTOM ELECTRIC PRODUCTS CORP., a Delaware corporation (“Seller”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Purchase Agreement (as defined below).
Distribution AgreementDistribution Agreement • June 4th, 2021 • Pioneer Power Solutions, Inc. • Power, distribution & specialty transformers • New York
This Exclusive Distribution Agreement (this “Agreement”), dated as of May 31, 2021 (the “Effective Date”), is entered into between Pioneer Power Solutions, Inc., a Delaware corporation (“Seller”) and CleanSpark, Inc., a Nevada corporation (“Distributor,” and together with Seller, the “Parties,” and each, a “Party”).
