Pioneer Power Solutions, Inc. 8-K


 


Exhibit 10.1


 


 


Termination
Agreement


This
Termination Agreement (the “Agreement”) is made as of June 3, 2022, by and between CleanSpark, Inc., a Nevada corporation
(“CleanSpark”) and Pioneer Power Solutions, Inc., a Delaware corporation (“Pioneer”), each a Party
(“Party,” collectively the “Parties”).


Recitals


WHEREAS,
CleanSpark and Pioneer entered into a Distribution Agreement, date as of May 31, 2021 (the “Distribution Agreement”)
that provided for Pioneer appointing CleanSpark as its exclusive distributor of certain switchgear, transfer switches and other related
products manufactured by Pioneer and its subsidiaries (the “Products”);


WHEREAS,
both Parties now wish to mutually terminate the Distribution Agreement, and all other previous agreements between the Parties that they
may have had, whether in writing or made verbally; and


THEREFORE,
in consideration of the mutual covenants and conditions contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:


Terms
and Conditions


		1.	Termination.
                                            The Parties mutually agree to terminate the Distribution Agreement, and all other previous
                                            agreements between the Parties that they may have had, whether in writing or made verbally,
                                            except for the obligations set out in this Agreement, upon signature of this Agreement. Nothing
                                            in this clause terminates the outstanding obligations of each Party set forth herein as consideration
                                            for the termination.





		2.	UL
                                            Files.





		a.	All
                                            UL Files, as listed on Exhibit A, owned or controlled by CleanSpark or its
                                            subsidiaries (including labels and any other related documentation/information for the Products)
                                            shall be transferred to Pioneer within ten (10) business days of the execution of this Agreement.





		b.	CleanSpark
                                            will assist Pioneer in the transfer of the UL Files. Pioneer shall be responsible for all
                                            costs and administration of the transfer.





		3.	Outstanding
                                            Obligations.



		a.	As
                                            of May 3, 2022, $1,338,810 in total Purchase Orders (“POs”) remained open
                                            between the parties. Of these open POs, CleanSpark has advanced Pioneer a total of $520,141.06
                                            under the terms of the Distribution Agreement.



 



     


     


    




		b.	Pioneer
                                            hereby releases CleanSpark from any further liabilities due under the Distribution Agreement,
                                            including future amounts due of $565,609.44 and certain accounts payable invoices $253,059.02
                                            listed on Exhibit B.



		c.	Pioneer
                                            will assume the responsibility of billing and collecting payment from Enchanted Rock Electric,
                                            LLC, a third party and mutual client of both Parties for all open sales orders amounts in
                                            the amount of $1,108,971.00 under its outstanding agreements for Products that have or will
                                            be manufactured by Pioneer.



		d.	Pioneer
                                            shall return all of CleanSpark’s deposits in the amount of $248,896.06 (Deposits already
                                            paid to Pioneer in the amount of $520,141.06 minus deposits held by CleanSpark in the amount
                                            of $182,745 and minus $88,500 previously collected by CleanSpark) by the earlier of the following
                                            dates:



		i.	within
                                            35 days of Pioneer shipping the units associated with the PO of the Product; or



		ii.	August
                                            31, 2022.





		4.	Transfer
                                            of Service Contracts and Assumption of Liability. CleanSpark shall transfer the services
                                            and maintenance agreements and associated rights and liabilities it has related to switchgear
                                            products manufactured by Pioneer. Pioneer shall assume all liability and responsibility for
                                            all claims of the Product including, but not limited to, all repairs, defects, and warranty
                                            liability of the Products that were previously manufactured by Pioneer and then distributed
                                            or sold by CleanSpark.



 


		5.	Release. The Parties will agree to and sign a separate release (the “Release Agreement”)
                                            included as Exhibit C.



 


		6.	Reserved.



 


		7.	Non-Disparagement.
                                            The Parties agree to refrain from making any statements (or causing or authorizing any
                                            statements to be made), in public or private, that are disparaging, derogatory or which may
                                            tend to injure the reputation or business of any Party to this Agreement or their respective
                                            current or former trustees, directors, employees, control persons, officers, managers, members,
                                            partners, representatives, shareholders, agents, subsidiaries, predecessors, successors,
                                            affiliates, spouses, beneficiaries and related entities.



 


		8.	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its provisions concerning the applicability of
                                            the laws of other jurisdictions.



 


		9.	Waiver. A Party’s waiver or failure to enforce the terms of this Agreement or any similar
                                            agreement in one instance shall not constitute a waiver of its rights hereunder with respect
                                            to other violations of this or any other agreement.



 


		10.	Attorney’s
                                            Fees. The prevailing party in any action brought under this Agreement shall be entitled
                                            to its reasonable attorney’s fees and costs.



 






     


     


    

 


		11.	Severability.
                                            In the event any provision of this Agreement shall be determined to be invalid, illegal
                                            or unenforceable, such provision shall be severable from the remainder of the Agreement,
                                            and the validity, legality and enforceability of the remaining provisions shall not in any
                                            way be affected or impaired thereby.



 


		12.	Entire
                                            Agreement. This Agreement contains the entire Agreement between CleanSpark and Pioneer
                                            relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations,
                                            correspondence, understandings and agreements between the parties relating to the subject
                                            matter hereof. This Agreement may be modified or amended only by mutual written consent of
                                            the parties.



 


[Signature
page to follow]


 




     


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth above.


 


	CleanSpark,
    Inc.	 
	Signature:	 

    /s/
    Zach Bradford

	Print
    Name:	Zach
    Bradford
	Title:	Chief
    Executive Officer
	Date
    Signed:	6/3/2022
	Notice
    Address: 	2370
                                            Corporate Circle, Suite 160

    Henderson,
    NV 89074

    Attention:
    General Counsel



 


	Pioneer
    Power Solutions, Inc.	 
	Signature:	 

    /s/
    Nathan Mazurek 

	Print
    Name:	Nathan
    Mazurek
	Title:	Chief
    Executive Officer
	Date
    Signed:	6/3/2022
	Notice
    Address: 	400
                                            Kelby Street, 12th Floor

    Fort
    Lee, NJ



 




     


     


    


 


Exhibit A


 





	PIONEER
    CEP FILES:	 	 	 	 	 	 	 	 	 	 
	LABEL
    PART NUMBER	FILE	CCN	CATEGORY
    NAME	STANDARD	VOL	 	DETAIL	 	 	PARTY
    SITE
	(PCEP
    REORDER ITEM)	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	0050-3-3	E21636	CYIV	CABINETS
    & CUTOUT BOXES	UL
    50	VOL.
    1	 	TYPE
    1	INDOOR	TYPE
    L	3103347
	UL
    LISTED CUTOUT BOX 53209	 	 	HINGED
    COVER	12th
    Ed	 	 	TYPE
    12	DUST
    TIGHT	 	 
	 	 	 	 	9/4/2007	 	 	TYPE
    3R	RAINPROOF	 	 
	 	 	 	 	 	 	 	TYPE
    4/4X	WATER
    TIGHT	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E21637	BGUZ	BOXES,
    JUNCTION AND PULL	UL
    50	VOL.
    1	 	TYPE
    1	INDOOR	TYPE
    R	3103347
	 	 	 	CONTROL#
    231J	12th
    Ed	 	 	TYPE
    3R	RAINPROOF	 	 
	 	 	 	 	9/4/2007	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	0067-S1036	E153825	QEUY	PANELBOARDS	UL
    67	VOL.
    NJ	 	SIEMENS	 	 	767529
	UL
    LISTED CLASS CTL PNLBRD	 	 	 	12th
    Ed	VOL.
    GE	 	GE	 	 	3103347
	 	 	 	 	3/18/2009	VOL.
    GE1	 	GE	 	 	3103347
	 	 	 	 	 	 	 	 	 	 	 
	805	E154286	WEVZ	SWITCHBOARDS,
    DEAD-FRONT	UL
    891	VOL.
    1	 	 	RAINPROOF	 	3103347
	UL
    LISTED DFSB UL#S2801	 	 	 	11th
    Ed	VOL.
    G	 	SIEMENS	RAINPROOF	 	767529
	 	 	 	 	7/26/2005	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E174525	NITW	INDUSTRIAL
    CONTROL PANELS	UL
    508A	VOL.
    1	 	 	INDOOR	 	3103347
	 	 	NITW7	ICP
    CERTIFIED FOR CANADA	2nd
    Ed	 	 	 	 	 	 
	 	 	 	 	12/20/2013	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Formerly:
    PACIFIC POWER SYSTEMS INTEGRATION INC: (SPRING)	 	 	 	 	 	 	 	 	 	 
	NOW
    PCEP	E151647	WIQG	SWITCHES,
    LOAD INTERRUPTER	C37.58
    2003	VOL.
    1	 	 	 	 	 
	 	 	 	AND
    ISOLATING, OVER 1000V	C37.57
    2003	SEC.
    1	 	SQD	HVL
    15KV	 	 
	 	 	 	(METAL
    ENCLOSED 5KV, 15KV)	C37.20.3
    2001	SEC.
    2	 	SQD	Minibreak
    5KV	 
	 	 	 	INTERRUPTER
    SWITCHGEAR	 	VOL.
    IC	 	COMPONENTS	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E151648	DLAH	CIRCUIT
    BREAKERS AND	C37.20.2
    1999	 	 	GE/POWELL	 	 
	 	 	 	METAL-CLAD
    SWITCHGEAR	C37.54
    2002	 	 	 	 	 	 
	 	 	 	OVER
    1000 V (5KV , 15KV)	C37.55
    2002	 	 	 	 	 	 
	 	 	 	 	C37.20.6
    2007	 	 	 	 	 	 
	 	 	 	 	C37.013A
    2007	 	 	 	 	 	 
	 	 	 	 	 	 	 	MFR
    & BREAKERS CAT NO.
	 	E151649	WUTZ	POWER
    CIRCUIT BREAKERS	UL
    1558	VOL.
    1	 	GE	AKR-9F	AKRU-6D
	 	 	 	LOW
    VOLTAGE METAL ENCLOSED	 	4000A
    Sec.1	 	SIEMENS	RL-3200	RL-800	 
	 	 	 	METAL
    ENCLOSED SWITCHGEAR	 	 	 	Need
    add Eaton	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E98719	WEVZ	SWITCHBOARDS,
    DEAD-FRONT	UL
    891	VOL.
    1	 	 	 	 	 
	 	 	 	 	 	VOL.
    2	 	GE	E21887	 	 
	 	 	 	 	 	VOL.
    WH	 	EATON	E8753	 	 
	 	 	 	 	 	VOL.
    G	 	SIEMENS	E22578	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Formerly:
    POWER SYSTEMS SOLUTIONS, Now PIONEER CRITICAL POWER INC.	 	 	 	 	 	 	 	 	 	 
	MANUFACTURER:
    PCEP	E228118	NITW	INDUSTRIAL
    CONTROL PANELS	UL508A	VOL.
    1	 	 	 	 	 
	 	 	NITW7	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E257656	DLAH	CIRCUIT
    BREAKERS AND	C37.20.2
    1999	VOL.1	 	SEC.
    1	ABB
    TYPE AA	 	 
	 	 	 	METAL-CLAD
    SWITCHGEAR	C37.54
    2002	 	 	SEC.
    2	EATON
    TYPE VCPW	 
	 	 	 	OVER
    1000 V (15KV MAX.)	C37.55
    2002	 	 	SEC.
    3	POWELL
    TYPE VB1	 
	 	 	 	 	C37.20.6
    2007	 	 	SEC.
    4	SQD
    TYPE V5D OR V3D
	 	 	 	 	C37.013A
    2007	 	 	SEC.
    5	SIEMENS
    TYPE GMSG	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E312973	WEVZ	SWITCHBOARDS,
    DEAD-FRONT	UL
    891	VOL.
    1	 	SEC.
    1	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	E478842	WPWR	AUTOMATIC
    TRANSFER SWITCHES	UL1008	VOL.
    1	 	SEC.
    1	EATON
    TYPE MDS	 
	 	 	WPWR7	FOR
    USE IN EMERGENCY SYSTEMS	 	 	 	 	 	 	 


 




     


     


    

 


Exhibit
B 


 


	 	 	 	 	 	 	 	 	 	 	 
	 	Expected
    

Future 

Billings	Full
    PO 

Amount	Amount
    

Paid 	Current
    A/P 

balance	Sales
    

order #	Sales
    Order 

Amount	Deposits
    

Collected	Amount
    

Invoiced	Invoice
    

Status	Amount
    to be 

invoiced
	PO1771	 $  56,544.21 	$188,480.70 	$56,544.21 	$75,392.28 	SO494	$194,310.00 	 	 	 	$194,310.00 
	PO1785	 $  44,067.01 	$232,735.01 	 $188,668.00 	 	SO508	$239,933.00 	 	$88,500.00 	Paid	$151,433.00 
	PO1801	 $  96,366.41 	$318,505.32 	 $ 
    95,202.39 	$126,936.52 	SO613	$328,356.00 	 	 	 	$328,356.00 
	PO1802	 $  38,047.67 	$126,825.56 	 $ 
    38,047.67 	$50,730.22 	SO614	$130,748.00 	 	 	 	$130,748.00 
	PO1803	 $  54,842.15 	$78,345.93 	 $ 
    23,503.78 	 	SO615	$80,769.00 	 	 	 	$80,769.00 
	PO1804	 $ 275,741.99 	$393,917.00 	 $118,175.01 	 	SO620	$406,100.00 	$182,745.00 	 	 	$223,355.00 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	$  565,609.44

                                                                                 
	$1,338,809.52	$520,141.06 	$253,059.02 	 	$1,380,216.00	$182,745.00 	 $  88,500.00 	 	$1,108,971.00
	 	 	 	 	 	 	 	 	 	 	 


 




     


     


    

 


EXHIBIT
C


RELEASE
AGREEMENT


 


This
Release Agreement, dated as of June 3, 2022 (the "Release Agreement"), between Pioneer Power Solutions, Inc., a Delaware
corporation, having its principal place of business at 400 Kelby Street, 12th Floor, Fort Lee, New Jersey 07024 ("Pioneer"),
and CleanSpark, Inc., a Nevada corporation, having its principal place of business at 2370 Corporate Circle, Suite 160, Henderson, Nevada
89074 ("CleanSpark," and together with Pioneer, the "Parties," and each, a "Party").


 


WHEREAS,
the Parties have entered into a Distribution Agreement, dated as of May 31, 2021 (the "Agreement");


 


WHEREAS,
the Parties have entered into a Termination Agreement, dated as of June 3, 2022 (the "Termination Agreement"); and


 


WHEREAS,
under the terms of the Termination Agreement, the Parties are required to execute and deliver this Release Agreement.


NOW,
THEREFORE, in consideration of the premises set out above and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:


1.            Mutual Release.


(a)           In consideration of the covenants, agreements and undertakings of the Parties under the Termination Agreement and this Release Agreement,
each Party, on behalf of itself and its respective present and former parents, subsidiaries, Affiliates, officers, directors, shareholders,
members, successors, and assigns (collectively, "Releasors") hereby releases, waives, and forever discharges the other
Party and its respective present and former, direct and indirect, parents, subsidiaries, Affiliates, employees, officers, directors,
shareholders, members, agents, Representatives, permitted successors, and permitted assigns (collectively, "Releasees")
of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings,
obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown,
foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty, or equity (collectively, "Claims"),
which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason
of any matter, cause, or thing whatsoever from the beginning of time through the date of this Release Agreement arising out of or relating
to the Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise arising out of the Termination
Agreement or this Release Agreement.



     


     


    




(b)           Each Releasor understands that it may later discover Claims or facts that may be different from, or in addition to, those that it or
any other Releasor now knows or believes to exist regarding the subject matter of the release contained in this Section 1, and which,
if known at the time of signing this Release Agreement, may have materially affected this Release Agreement and such Party's decision
to enter into it and grant the release contained in this Section 1. Nevertheless, the Releasors intend to fully, finally and forever
settle and release all Claims that now exist, may exist, or previously existed, as set out in the release contained in this Section 1,
whether known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect
as a complete release, notwithstanding the discovery or existence of such additional or different facts. The Releasors hereby waive any
right or Claim that might arise as a result of such different or additional Claims or facts.


2.            Representations and Warranties.
Each Party hereby represents and warrants to the other Party that:


(a)           It has the full right, corporate power, and authority to enter into this Release Agreement, to grant the release contained herein and
to perform its obligations hereunder.


(b)           The execution of this Release Agreement by the individual whose signature is set out at the end of this Release Agreement on behalf of
such Party, and the delivery of this Release Agreement by such Party, have been duly authorized by all necessary [corporate] action on
the part of such Party.


(c)           This Release Agreement has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other
Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its
terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles
related to or affecting creditors' rights generally or the effect of general principles of equity.


(d)           It (i) knows of no Claims against the other Party relating to or arising out of the Agreement that are not covered by the release contained
in Section 1 and (ii) has neither assigned nor transferred any of the Claims released herein to any Person and no Person has subrogated
to or has any interest or rights in any Claims.


EXCEPT
FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN, IN SECTIONS 2, 3, 4, AND 7 OF] THE TERMINATION AGREEMENT AND IN THIS SECTION
2 OF THIS RELEASE AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE
OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS RELEASE
AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY'S BEHALF,
EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 2.



     


     


    




3.            Miscellaneous.


(a)           Any notices, requests, consents, claims, demands, waivers, summons, or other legal process, or similar types of communications hereunder
(each, a "Notice") must be in writing and addressed to the relevant Party at the address set out on the first page of
this Release Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this
Section 3(a)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid),
or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) on receipt
by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 3(a).


(b)           This Release Agreement and all matters arising out of or relating to this Release Agreement are governed by, and construed in accordance
with, the laws of the State of Nevada, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding
arising out of or relating to this Release Agreement must be instituted in the federal courts of the United States of America or the
courts of the State of Nevada, in each case located in the City of Las Vegas and County of Clark, and each Party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document
by certified mail in accordance with Section 3(a) will be effective service of process for any suit, action or other proceeding brought
in any such court.


(c)           This Release Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement
in writing signed by each Party.


(d)           Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Release Agreement without the prior
written consent of the other party; provided, however, that either Party may assign this Release Agreement to an Affiliate, a successor-in-interest
by consolidation, merger or operation of law, or to a purchaser of all or substantially all of the Party's assets. No assignment will
relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation
of the foregoing will be null and void. This Release Agreement will inure to the benefit of and be binding on each of the Parties and
each of their respective permitted successors and permitted assigns.


(e)           This Release Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the
same agreement. Delivery of an executed counterpart of this Release Agreement electronically or by facsimile shall be effective as delivery
of an original executed counterpart of this Release Agreement.



     


     


    




(f)            For purposes of this Release Agreement, (i) the words "include," "includes" and "including" are deemed
to be followed by the words "without limitation;" (ii) the word "or" is not exclusive; (iii) the words "herein,"
"hereof," "hereby," "hereto," and "hereunder" refer to this Release Agreement as a whole; (iv)
words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (v) words denoting any gender include
all genders. The Parties drafted this Release Agreement without regard to any presumption or rule requiring construction or interpretation
against the party drafting an instrument or causing any instrument to be drafted.


(g)           The headings in this Release Agreement are for reference only and do not affect the interpretation of this Release Agreement.


(h)           If any term or provision of this Release Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Release Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable,
the parties hereto shall negotiate in good faith to modify this Release Agreement so as to effect the original intent of the parties
as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.


(i)            This Release Agreement is the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject
matter.


(j)            Except as expressly set out in the second sentence of this Section 3(j), this Release Agreement benefits solely the Parties hereto and
their respective permitted successors and permitted assigns, and nothing in this Release Agreement, express or implied, confers on any
other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Release Agreement. The
Parties hereby designate all Releasees as third-party beneficiaries of Section 1, having the right to enforce such Section.




     


     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Release Agreement as of the date first written above.


 


	CleanSpark,
    Inc.	 
	Signature:	 

    /s/
    Zach Bradford

	Print
    Name:	Zach
    Bradford
	Title:	Chief
    Executive Officer
	Date
    Signed:	6/3/2022
	Notice
    Address: 	2370
                                            Corporate Circle, Suite 160

    Henderson,
    NV 89074

    Attention:
    General Counsel



 


	Pioneer
    Power Solutions, Inc.	 
	Signature:	 

    /s/
    Nathan Mazurek 

	Print
    Name:	Nathan
    Mazurek
	Title:	Chief
    Executive Officer
	Date
    Signed:	6/3/2022
	Notice
    Address: 	400
                                            Kelby Street, 12th Floor

    Fort
    Lee, NJ