Exhibit 10.2
  No.
 THIS WARRANT HAS NOT BEEN AND WILL NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT MAY NOT BE OFFERED, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED BY SUCH HOLDER PRIOR TO THE LATER OF THE (X) SIX MONTHS
FOLLOWING THE ISSUANCE HEREOF OR (Y) IF APPLICABLE, THREE MONTHS AFTER IT CEASES TO BE AN
AFFILIATE, OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND IN
ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE
TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE,
UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER
THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AND IN
RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH EFFECT FROM
COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY PRIOR TO
SUCH OFFER, SALE, PLEDGE OR TRANSFER. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS A NON-U.S. PERSON, AND
ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THIS WARRANT MAY NOT BE CONDUCTED UNLESS
CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.
 October 15, 2010
 14,863 Shares
 Warrant for Purchase of Common Stock
of Clean Diesel Technologies, Inc.
(a Delaware Corporation)
 Insert Address
 Commitment Letter
 A-1




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##### 



Exercise; Expiration Date
   No Stockholder Rights
 Compliance with Securities Laws
 THIS SECURITY HAS NOT BEEN AND WILL NOT REREGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY
MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED BY SUCH HOLDER PRIOR TO
THE LATER OF (X) SIX
 A-2




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##### 



MONTHS FOLLOWING THE ISSUANCE HEREOF OR (Y) IF APPLICABLE, THREE MONTHS AFTER IT
CEASES TO BE AN AFFILIATE, OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION
COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144, IF APPLICABLE,
UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN OPINION TO SUCH
EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE
COMPANY PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER. THE HOLDER HEREOF, BY
PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT
IT IS A NON-U.S. PERSON, AND ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES
ACT.
 Sale; Assignment
 Exhibit A
  Representations of Holder
    A-3




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Schedule B
  Capital Adjustments
    Governing Law
 Notices
 Holidays
 Lost Warrants
 A-4




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##### 



Fractional Shares
 Headings
 [Signature page follows.]
 A-5




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##### 



CLEAN DIESEL TECHNOLOGIES, INC.By:Name: John B WynneTitle: Vice President & Interim Chief Financial OfficerAttest:Name: Mary Christian-HeinTitle: Controller
 A-6




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##### 



Exhibit A to Warrant
 
  [insert name of transferee]
       A-7




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##### 



A.
    
    It is acquiring the Unit Securities for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such account or person is not a
U.S. Person, and it is aware that the acquisition of Unit Securities is being made in reliance
on Regulation S under the Securities Act.B.
    
    It acknowledges that the Unit Securities have not been registered under the Securities Act
and may not be offered or sold except as provided below.C.
    
    It understands and agrees:
 1.
    
    that the Unit Securities are being offered only outside the United States to
non-U.S. Persons in an offshore transaction in reliance upon Regulation S under the
Securities Act; and2.
    
    that it shall not offer, sell, pledge or otherwise transfer any Unit Security
within six (6) months after the date of original issuance of such Unit Security or, in
the case of an affiliate (as defined in Rule 144 promulgated under the Securities Act) of
the Company, at any time until the later of (i) one (1) year after the date of original
issuance of such Unit Security and (ii) three months after it ceases to be an affiliate
of the Company, other than (in each case as indicated and certified by the transferor, in
the case of Primary Shares or Warrant Shares, in the Certificate of Transfer on the
reverse of the certificate representing such Primary Shares or Warrant Shares, and, in
the case of Warrants, in a certificate furnished by the transferor to the Company upon
request for transfer):
 (a)
    
    to the Company;(b)
    
    pursuant to an effective registration statement under the Securities Act
and in accordance with any applicable securities laws of any state of the United
States;(c)
    
    in an offshore transaction in accordance with Regulation S under the
Securities Act;(d)
    
    pursuant to an exemption from the registration requirements of the
Securities Act; or(e)
    
    in a transaction that does not require registration under the Securities
Act but is in accordance with applicable state securities laws and in relation to
which the transferor has furnished to the Company an opinion to such effect from
counsel of recognized standing in form and substance satisfactory to the Company
prior to such offer, sale, pledge or transfer.
 
 B-1




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##### 



D.
    
    It understands that in any resale and transfer of Unit Securities it will, and each
subsequent holder thereof is required to, notify any purchaser of Unit Securities of the
resale restrictions referred to above, if then applicable. This notification requirement will
be satisfied by virtue of the fact that the following legend will be placed on the
certificates representing the Primary Shares, the Warrants and the Warrants Shares, unless
otherwise agreed to by the Company:
 THIS SECURITY HAS NOT BEEN AND WILL NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED BY SUCH HOLDER PRIOR TO THE LATER OF THE (X) SIX MONTHS
FOLLOWING THE ISSUANCE HEREOF OR (Y) IF APPLICABLE, THREE MONTHS AFTER IT CEASES TO BE AN
AFFILIATE, OTHER THAN (1) TO THE COMPANY, (2) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE
OF THE UNITED STATES, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S UNDER THE
SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144, IF APPLICABLE, UNDER THE SECURITIES ACT OR (5) IN A TRANSACTION THAT
DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT BUT IS IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AND IN RELATION TO WHICH THE HOLDER HAS FURNISHED TO THE COMPANY AN
OPINION TO SUCH EFFECT FROM COUNSEL OF RECOGNISED STANDING IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY PRIOR TO SUCH OFFER, SALE, PLEDGE OR TRANSFER. THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY
THAT IT IS A NON-U.S. PERSON, AND ACKNOWLEDGES THAT HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.
 E.
    
    It acknowledges that the foregoing restrictions apply to holders of beneficial interests in
the Unit Securities as well as to holders of Unit Securities.F.
    
    It acknowledges that it shall not engage in any hedging transactions involving the Unit
Securities unless in compliance with the Securities Act.G.
    
    It is a Qualified Investor within the meaning of Section 86 of the Financial Services and
Markets Act 2000 and an investment professional within the meaning of Article 19 of the FSMA
2000 (Financial Promotion) Order 2005.
 B-2