UNDERWRITING AGREEMENT between POLAR POWER, INC. and JOSEPH GUNNAR & CO., LLC and ROTH CAPITAL PARTNERS, LLC as Representatives of the Several Underwriters POLAR POWER, INC.Underwriting Agreement • November 18th, 2016 • Polar Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
The undersigned, Polar Power, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC and Roth Capital Partners, LLC (hereinafter collectively referred to as “you” (including their correlatives) or the “Representatives”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
POLAR POWER, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2016 • Polar Power, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [●], 2016, is made by and between Polar Power, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER OF POLAR POWER, INC, A DELAWARE CORPORATION AND POLAR POWER, INC.,Merger Agreement • November 18th, 2016 • Polar Power, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement and Plan of Merger”), dated as of [●], 2016, by and between Polar Power, Inc., a Delaware corporation (“Polar Power Delaware”), and Polar Power, Inc., a California corporation (“Polar Power California”), pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”) and Section 1108 of the California General Corporation Law (the “CGCL”).
