Form 8-K

8-K — Polar Power, Inc.

Accession: 0001493152-26-044656

Filed: 2026-09-28

Period: 2026-09-25

CIK: 0001622345

SIC: 3690 (MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (ex99-1_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001622345

2026-09-25

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 25, 2026

POLAR

POWER, INC.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37960

33-0479020

(State

or Other Jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

249

E. Gardena Boulevard, Gardena, California 90248

(Address

of Principal Executive Offices) (Zip Code)

(310)

830-9153

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, par value

$0.0001 per share

POLA

The NASDAQ Stock Market,

LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into of a Material Definitive Agreement.

September 25, 2026, Polar Power, Inc. (the “Company”) entered into an exchange agreement (the “Exchange Agreement”)

with Arthur Sams (the “Holder”), the Company’s Chief Executive Officer, Secretary, director and Chairman of the board

of directors of the Company. Pursuant to the Exchange Agreement, the Holder surrendered $614,700 in aggregate principal amount and accrued

interest of the promissory notes that the Company previously issued to the Holder for an aggregate of 683 shares of the Company’s

Series A Convertible Preferred Stock (the “Preferred Stock”) and a warrant (the “Warrant”) to purchase 382,276

shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”).

previously disclosed, the Company established a series of the Company’s preferred stock, par value $0.0001 per share, which is

designated as “Series A Convertible Preferred Stock,” having a stated value of $1,000 per share with 25,000 shares reserved

for issuance. Pursuant to the certificate of designation of preferences, rights and limitations of Series A Convertible Preferred Stock

(the “COD”), the Preferred Stock will bear a dividend, which will accrue monthly at a rate of 10% per annum, and will be

convertible into shares of the Company’s Common Stock at the market conversion price. The market conversion price will be equal

to 90% of the lowest VWAP over the seven consecutive trading days immediately preceding the applicable conversion date, but not less

than the floor price.

The

Warrant is exercisable for three years from the date of issuance of the Warrant, and the initial exercise price is $1.34.

The

foregoing summary of the Exchange Agreement, Preferred Stock and the Warrant issued to the Holder does not purport to be complete and

is qualified in its entirety by the full text of the Exchange Agreement, the COD, the Certificate of Correction of the COD and the Warrant,

which are filed or incorporated by reference, respectively as Exhibits 10.1, 3.1, 3.2 and 10.2 to this Current Report, which are incorporated

by reference herein.

Item

3.02. Unregistered Sales of Equity Securities.

The

disclosures contained in Item 1.01 of this Current Report are incorporated by reference in this Item 3.02.

Item

7.01 Regulation FD Disclosure.

September 24, 2026, the Company issued a press release announcing the entry of the Exchange Agreement. A copy of the press release is

furnished as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

3.1

Certificate of Designations, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power, Inc. (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on July 16, 2026)

3.2

Certificate of Correction of the Certificate of Designations, Rights and Limitations of Series A Convertible Preferred Stock of Polar Power, Inc. (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on July 27, 2026)

10.1

Exchange Agreement dated September 23, 2026 by and between Polar Power, Inc. and Arthur Sams

10.2

Common Stock Purchase Warrants issued to Arthur Sams

99.1

Press Release dated September 24, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

September 28, 2026

POLAR POWER, INC.

By:

/s/

Arthur D. Sams

Arthur

D. Sams

President,

Chief Executive Officer and Secretary

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

EXCHANGE

AGREEMENT

This

Exchange Agreement (this “Agreement”), dated as of September 23, 2026, is made by and between Polar Power, Inc., a

Delaware corporation (the “Company”), and Arthur Sams, holder of the Notes described below (the “Holder”).

WHEREAS,

the Company has issued to the Holder Promissory Notes set forth on Annex A hereto in an aggregate initial principal amount of $740,000.00

(the “Notes”); and

WHEREAS,

subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended

(the “Securities Act”), the Company and the Holder desire to effect an exchange (the “Exchange”)

in which the Holder will surrender $614,700 in aggregate principal amount and accrued interest of the Notes (the “Exchange Consideration”)

for an aggregate of 683 shares of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”)

and a warrant (the “Warrant”) to purchase 382,276 shares of the Company’s common stock, par value $0.0001 per

share (“Common Stock”).

NOW,

THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt

and adequacy of which are hereby acknowledged, the Company and the Holder agree as follows.

Terms of the Exchange.

a. Obligations

to be Exchanged. The Exchange Consideration will be applied to repayment of the Notes in the following manner. First, to the oldest

Notes outstanding and then for each Note, first to accrued and unpaid interest and then to principal. Accordingly, the Exchange Consideration

will include all accrued and unpaid interest and outstanding principal of Notes 1, 2, 3, 4, and 5, and all accrued and unpaid interest

and $92,091.16 in outstanding principal of Note 6.

b. Obligations

Remaining. Following the Exchange, Note 6 will have $7,908.84 in outstanding principal and no accrued and unpaid interest, Note 7

will have no change to its outstanding principal and accrued and unpaid interest, and Notes 1, 2, 3, 4, and 5 will be fully repaid, retired

and canceled, and neither the Company nor the Holder will have any remaining rights or obligations in respect of those Notes.

Closing.

a. General.

Upon execution of this Agreement, a closing shall occur at the principal offices of the Company, or such other location as the parties

shall mutually agree.

b. Deliverables.

At closing, the Company shall deliver to the Holder (a) the Preferred Stock by notation on the books and records of the Company that

the Holder is the record owner of the Preferred Stock and (b) the Warrant in the form of a duly executed Common Stock Purchase Warrant

in form and substance materially consistent with those issued by the Company on July 21, 2026, except that the Termination Date shall

be three years from the date of issuance of the Warrant, the initial Exercise Price shall be $1.34, and the number of Warrant Shares

shall be 382,276.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,

and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

Representations and Warranties of the Holder. The Holder represents and warrants as of the date hereof and as of the closing to

the Company as follows.

a. Authorization;

Enforcement. This Agreement has been duly executed by the Holder and, when delivered in accordance with the terms hereof, will constitute

the valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, except: (i) as limited by

general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,

injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable

law.

b. Tax

Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment

and the transactions contemplated by this Agreement. With respect to such matters, the Holder relied solely on such advisors and not

on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the

Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated

by this Agreement.

c. Information

Regarding Holder. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated

by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, is experienced

in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private

placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters

as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed

investment decision with respect to the proposed purchase, which represents a speculative investment. The Holder has the authority and

is duly and legally qualified to purchase and hold the Preferred Stock. The Holder is able to bear the risk of such investment for an

indefinite period and to afford a complete loss thereof.

d. Legend.

The Holder understands that the Preferred Stock (and any Common Stock into which the Preferred Stock may be converted) will be issued

pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, and except

as set forth below, the Preferred Stock (and any Common Stock into which the Preferred Stock may be converted) shall bear any legend

as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer

order may be placed against transfer of such stock certificates).

THIS

SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED

UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, A “NO-ACTION” LETTER FROM THE UNITED STATES

SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) WITH RESPECT TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS

OF RULE 144 OF THE COMMISSION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM

SUCH REGISTRATION.

e. Removal

of Legends. Certificates evidencing the Preferred Stock (and any Common Stock into which the Preferred Stock may be converted) shall

not be required to contain the legend set forth in Section 4(d) above or any other legend (i) while a registration statement covering

the resale of such securities is effective under the Securities Act, (ii) following any sale of such securities pursuant to Rule 144

under the Securities Act (assuming the transferor is not an affiliate of the Company), (iii) if such securities are eligible to be sold,

assigned or transferred under Rule 144 and the Holder is not an affiliate of the Company (provided, that the Holder provides the Company

with reasonable assurances that such securities are eligible for sale, assignment or transfer under Rule 144 which shall include an opinion

of the Holder’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that

the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale,

assignment or transfer of the shares may be made without registration under the applicable requirements of the Securities Act or (v)

if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial

interpretations and pronouncements issued by the Commission).

f. Restricted

Securities. The Holder understands that: (i) the Preferred Stock has not been and is not being registered under the Securities Act

or any state securities laws, and the Preferred Stock (and any Common Stock into which the Preferred Stock may be converted) may not

be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered

to the Company (if requested by the Company) an opinion of counsel to the Holder, in a form reasonably acceptable to the Company, to

the effect that such securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from

such registration, or (C) the Holder provides the Company with reasonable assurance that such securities can be sold, assigned or transferred

pursuant to Rule 144; and (ii) any sale of the securities made in reliance on Rule 144 may be made only in accordance with the terms

of Rule 144, and further, if Rule 144 is not applicable, any resale of the securities under circumstances in which the seller (or the

Person (as defined herein) through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities

Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the Commission promulgated

thereunder.

Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Holder:

a. Authorization;

Enforcement. The Company has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions

contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by

the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the

part of the Company and no further action is required by the Company, the board of directors of the Company or the Company’s stockholders

in connection therewith, including, without limitation, the issuance of the Preferred Stock. This Agreement has been (or upon delivery

will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding

obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles

and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’

rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable

remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

b. Organization

and Qualification. The Company is duly organized and validly existing and in good standing under the laws of the State of Delaware,

and has the requisite power and authorization to own its properties and to carry on its business as now being conducted and as presently

proposed to be conducted. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction

in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent

that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, “Material

Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including

results thereof), condition (financial or otherwise) or prospects of the Company, (ii) the transactions contemplated hereby or (iii)

the authority or ability of the Company to perform any of its obligations under this Agreement.

c. No

Conflict. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions

contemplated hereby (including, without limitation, the issuance of the Preferred Stock) will not (i) result in a violation of the Company’s

Second Amended and Restated Certificate of Incorporation or other organizational documents of the Company, any capital stock of the Company

or Amended and Restated Bylaws of the Company, (ii) conflict with, or constitute a default (or an event which with notice or lapse of

time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of,

any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation,

order, judgment or decree (including foreign, federal and state securities laws and regulations applicable to the Company or by which

any property or asset of the Company is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations

that could not reasonably be expected to have a Material Adverse Effect.

d. No

Consents. The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with,

any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or

perform any of its respective obligations under or contemplated by this Agreement, in each case, in accordance with the terms hereof

or thereof. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding

sentence have been obtained or effected on or prior to the date of this Agreement, and the Company is not aware of any facts or circumstances

which might prevent the Company from obtaining or effecting any of the registration, application or filings contemplated by this Agreement.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,

an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

e. Securities

Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance

by the Company of the Preferred Stock is exempt from registration under the Securities Act pursuant to the exemption provided by Section

3(a)(9) thereof. The Company covenants and represents to the Holder that the Company has not received, anticipates receiving, has any

agreement to receive or has been given any promise to receive any consideration from the Holder or any other Person in connection with

the transactions contemplated by this Agreement.

f. Issuance

of the Preferred Stock. The issuance of the Preferred Stock is duly authorized by the Company and when the Preferred Stock is issued

it will be duly and validly issued, fully paid and non-assessable, free from all taxes, liens, charges and other encumbrances imposed

by the Company other than restrictions on transfer.

g. Shell

Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i) of the Securities Act.

Exchange Cap. The Company and the Holder agree that the issuance of Common Stock upon conversion of the Preferred Stock and the

exercise of the Warrant is limited by the terms of the Certificate of Designations governing the Preferred Stock and the terms of the

Warrant and that, until the Requisite Stockholder Approval has been obtained, the aggregate Common Stock that may be issued pursuant

to the securities issued hereunder shall not exceed 19.9% of the total Common Stock issued and outstanding on the date hereof.

Miscellaneous.

a. Definitions.

Capitalized terms used but not defined herein shall have the meanings given them in the Certificate of Designations for the Preferred

Stock.

b. Registration

Rights. The Company agrees to file a registration statement with the Securities and Exchange Commission for the resale by the Holder

of the Common Stock issuable in respect of the Preferred Stock and the Warrant. If requested by the Holder, the Company agrees to enter

into a Registration Rights Agreement in respect thereof that is consistent in all material respects with the Registration Rights Agreement

entered into by the Company on July 21, 2026.

c. Successors

and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

d. Governing

Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of the State of New York,

without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state

and federal courts sitting in the State of New York, City of New York for the adjudication of any dispute hereunder or in connection

herewith or with any transaction contemplated hereby, and hereby irrevocably waives any objection that such suit, action or proceeding

is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall

be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT

IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT

OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

e. Severability.

If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not

affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any

provision of this Agreement in any other jurisdiction.

f. Counterparts/Execution.

This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and

shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature

is delivered by facsimile transmission or by an e-mail which contains an electronic file of an executed signature page, such signature

page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same

force and effect as if such facsimile or electronic file signature page (as the case may be) were an original thereof.

g. Notices.

Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently given if hand-delivered

or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by email, to the respective parties as set forth below,

or to such other address as either party may notify the other in writing.

to the Company, to:

Polar

Power, Inc.

249

E. Gardena Boulevard

Gardena,

California 90248

Attn:

Luis Zavala

Email:

lzavala@polarpowerinc.com

With

a copy to (which shall not constitute notice):

Loeb

& Loeb, LLP

345

Park Ave.

New

York, NY 10154

Attn:

Mitchell Nussbaum

to the Holder, to:

Arthur

Sams

249

E. Gardena Boulevard

Gardena,

California 90248

h. Entire

Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with regard to the subject matter hereof

and thereof, superseding all prior agreements or understandings, whether written or oral, between the parties. This Agreement may be

amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument

signed by all parties, or, in the case of a waiver, by the party waiving compliance. Except as expressly stated herein, no delay on the

part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the

part of any party of any right, power or privilege hereunder preclude any other or future exercise of any other right, power or privilege

hereunder.

i. Headings.

The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[SIGNATURE

PAGE FOLLOW]

WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

COMPANY:

Polar Power,

Inc.

By:

/s/ Luis Zavala

Name:

Luis Zavala

Title:

Chief Financial Officer

HOLDER:

By:

/s/

Arthur Sams

ANNEX

List

of Outstanding Notes

Note #

Issue Date

Initial Principal

Current Principal

Accrued Interest

Total Outstanding

5/3/2023

$ 160,000.00

$ 15,679.26

$ 175,679.26

8/17/2023

72,000.00

70,971.02

1,158.06

$ 72,129.08

11/1/2023

28,000.00

2,217.16

$ 30,217.16

5/3/2024

160,000.00

8,595.18

$ 168,595.18

9/17/2025

70,000.00

2,531.85

$ 72,531.85

10/3/2025

100,000.00

3,456.31

$ 103,456.31

4/10/2026

150,000.00

12,642.96

$ 162,642.96

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

NEITHER

THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE

OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON

STOCK PURCHASE WARRANT

POLAR

POWER, INC.

Warrant

Shares: 382,276

Issue

Date: September 23, 2026

THIS

COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Arthur Sams or his assigns (the

“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York

City time) on September 23, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Polar

Power, Inc., a Delaware corporation (the “Company”), up to 382,276 shares (as subject to adjustment hereunder, the

“Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal

to the Exercise Price, as defined in Section 2(b).

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Exchange

Agreement (the “Exchange Agreement”), dated September 23, 2026, by and among the Company and Arthur Sams, as the Holder

under the Exchange Agreement.

Exercise.

Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time

or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF

copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

Within the earlier of (i) one Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in

Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares

specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank. No ink-original

Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of

Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this

Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised

in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three Trading Days of the date

on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion

of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares

purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain

records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any

Notice of Exercise within one Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant,

acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares

hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the

face hereof. For purposes hereof, a “Trading Day” means a day on which the Common Stock is traded on a Trading

Market and “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the

City of New York are authorized or required by law to remain closed.

Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $1.34, subject to adjustment hereunder

(the “Exercise Price”).

Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 2(e) below), if at the time of

exercise hereof a registration statement is not effective (or the prospectus contained therein is not available for use) for the resale

by the Holder of all of the Warrant Shares, the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in

lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise Price,

elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following

formula (a “Cashless Exercise”):

For

purposes of the foregoing formula:

= the total number of shares with respect to which this Warrant is then being exercised.

= 92.5% of the VWAP of the Common Stock on the Trading Day immediately preceding the date of the applicable Cashless Exercise.

= the Exercise Price then in effect for the applicable Warrant Shares at the time of such Cashless Exercise.

For

purposes of Rule 144(d) promulgated under the Securities Act, as in effect on the date hereof, assuming the Holder is not an affiliate

of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder,

and the holding period for the Warrant Shares shall be deemed to have commenced, on the closing date of the offering pursuant to which

the Company was obligated to issue this Warrant.

Mechanics of Exercise.

(i)

Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by

the transfer agent for the Company (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s

or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”)

if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance

of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder

without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by crediting the Holder’s or its designee’s

account at the Transfer Agent, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise by the date

that is the earlier of (i) one Trading Day after delivery of the aggregate Exercise Price to the Company and (ii) the number of Trading

Days comprising the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise (such date,

the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective

of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price is received within the earlier of

(i) one Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in each case, following delivery to

the Company of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice

of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty,

for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice

of Exercise), $10 per calendar month after such Warrant Share Delivery Date until such Warrant Shares are delivered or the Holder rescinds

such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains

outstanding and exercisable. The Company shall at all times maintain expedited (same-day or next-Business-Day) issuance and transfer

processing with its Transfer Agent, and shall pay any fees required for such expedited processing (including any applicable expedite

fee), in each case as necessary to effect delivery of the Warrant Shares within the time periods required by this Section 2(d); and no

delay in delivery attributable to the transfer agent’s standard (non-expedited) processing time shall reduce the Company’s

obligations under this Section 2(d). As used herein, “Standard Settlement Period” means the standard settlement period,

expressed in a number of Trading Days, on the Company’s primary trading market upon which the Common Stock may then be listed (the

“Trading Market”) with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

(ii)

Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of

a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant

evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in

all other respects be identical with this Warrant.

(iii)

Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section

2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv)

No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise

of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company

shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied

by the Exercise Price or round up to the next whole share.

(v)

Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax

or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,

and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for

exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition

thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer

Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established

clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. The Company shall

not withhold taxes on the issuance of Warrant Shares except to the extent required by applicable law. If any withholding is required,

the Company shall permit the Holder to satisfy such withholding by cashless exercise and/or withholding from the Warrant Shares otherwise

deliverable upon exercise, and shall use commercially reasonable efforts to minimize any such withholding consistent with applicable

law.

(vi)

Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise

of this Warrant, pursuant to the terms hereof.

Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the

right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance

after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other

Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)),

would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the

number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number

of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude

the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant

beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or

nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject

to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its

Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership

shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being

acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d)

of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent

that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to

other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable

shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination

of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution

Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company

shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status

as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on

the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed

with the Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement

by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common

Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing

to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall

be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or

its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The

“Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common Stock outstanding immediately

after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the

Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that any increase in

the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company.

The provisions of this paragraph shall be construed and implemented in a manner in strict conformity with the terms of this Section 2(e)

to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation

herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations

contained in this paragraph shall apply to a successor holder of this Warrant. Notwithstanding anything to the contrary herein, the Company

shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion hereof, to the extent

that, after giving effect to the issuance of Warrant Shares hereunder, the aggregate number of shares of Common Stock issued pursuant

to this Warrant and the other Transaction Documents would require Stockholder Approval under the rules of The Nasdaq Stock Market, unless

and until such Stockholder Approval is obtained (the “Exchange Cap Limitation”). Any Warrant Shares otherwise issuable

but not issued as a result of the Exchange Cap Limitation shall be held in abeyance and issuable upon written notice from the Holder

at such time as such issuance would not breach the Exchange Cap Limitation.

Certain Adjustments.

Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise

makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares

of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

Voluntary Reduction. Subject to the rules and regulations of the Nasdaq Capital Market, the Company from time to time may reduce

the Exercise Price by any amount for any period of time (including, without limitation, permanently) if the period is at least 20 days

and if the reduction is irrevocable during the period. Whenever the Exercise Price is reduced, the Company shall mail to the Holders

a notice of the reduction. The Company shall mail the notice at least 15 days before the date the reduced Exercise Price takes effect.

The notice shall state the reduced Exercise Price and the period it will be in effect.

Adjustment Upon Issuance of Common Stock. If, during the Restricted Period (period commencing on the Initial Exercise Date

and ending on the earlier of (a) the date that no Preferred Shares or Warrants are held by the Holder and (b) two years after the Initial

Exercise Date ), the Company effects a Subsequent Placement (any proposed or intended issuance or sale by the Company of its Common

Stock or other securities or equity-linked debt obligations), or in accordance with this Section 3 is deemed to have effected a Subsequent

Placement, any Common Stock (including the issuance or sale of Common Stock owned or held by or for the account of the Company) issued

or sold or deemed to have been issued or sold for a consideration per share (the “New Issuance Price”) less than a

price equal to the Exercise Price in effect immediately prior to such issue or sale or deemed issuance or sale (such Exercise Price then

in effect is referred to as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then

immediately after such Dilutive Issuance, the Exercise Price then in effect shall be reduced (and in no event increased) to the price

per share as determined in accordance with the following formula:

EP2

= EP1 x (A + B) / (A + C)

For

purposes of the foregoing formula:

= The total number of shares of Common Stock outstanding, on a fully-diluted basis, immediately prior to such Dilutive Issuance.

= The total number of shares of Common Stock that would be issued or issuable under the Dilutive Issuance if issued at a per share price

equal to EP1.

= The total number of shares of Common Stock actually issued or issuable under the Dilutive Issuance.

EP1

= The Exercise Price in effect immediately prior to a Dilutive Issuance.

EP2

= The Exercise Price immediately after such Dilutive Issuance; provided, that such price shall in no event be less than $0.67

per share of Common Stock (as may be adjusted for stock dividends, subdivisions, or combinations in the manner described in Section 3(a)

herein, the “Floor Price”); provided, that if such issuance or sale (or deemed issuance or sale) was without

consideration, then the Company shall be deemed to have received the Floor Price for each such share so issued or deemed to be issued.

For

all purposes of the foregoing (including, without limitation, determining the adjusted Exercise Price and consideration per share under

this Section 3(c)), the following shall be applicable.

(i)

Issuance of Options. If, during the Restricted Period, the Company in any manner grants or sells any Options and the lowest price

per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange

of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common

Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option

for such price per share. For purposes of this Section 3(c)(i), the “lowest price per share for which one share of Common Stock

is issuable upon the exercise of any such Options or upon conversion, exercise or exchange of any Convertible Securities issuable upon

exercise of any such Option” shall be equal to (A) the sum of the lowest amounts of consideration (if any) received or receivable

by the Company with respect to any one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and

upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option minus (B) the sum of all amounts

paid or payable to the holder of such Option (or any other Person) upon the granting or sale of such Option, upon exercise of such Option

and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option plus the value of any other

consideration received or receivable by, or benefit conferred on, the holder of such Option (or any other Person). Except as contemplated

below, no further adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock or of such Convertible

Securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion, exercise or exchange of

such Convertible Securities.

(ii)

Issuance of Convertible Securities. If, during the Restricted Period, the Company in any manner issues or sells any Convertible

Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof

is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold

by the Company at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this

Section 3(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or

exchange thereof” shall be equal to (A) the sum of the lowest amounts of consideration (if any) received or receivable by the Company

with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange

of such Convertible Security minus (B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other

Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or

benefit conferred on, the holder of such Convertible Security (or any other Person). Except as contemplated below, no further adjustment

of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange of such Convertible

Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of

this Warrant has been or is to be made pursuant to other provisions of this Section 3(c), except as contemplated below, no further adjustment

of the Exercise Price shall be made by reason of such issue or sale.

(iii)

Change in Option Price or Rate of Conversion. If, during the Restricted Period, the purchase or exercise price provided for in

any Options, the additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities,

or the rate at which any Convertible Securities are convertible into or exercisable or exchangeable for Common Stock increases or decreases

at any time, the Exercise Price in effect at the time of such increase or decrease shall be adjusted to the Exercise Price which would

have been in effect at such time had such Options or Convertible Securities provided for such increased or decreased purchase price,

additional consideration or increased or decreased conversion rate, as the case may be, at the time initially granted, issued or sold.

For purposes of this Section 3(c)(iii), if the terms of any Option or Convertible Security that was outstanding as of the date of issuance

of this Warrant are increased or decreased in the manner described in the immediately preceding sentence, then such Option or Convertible

Security and the Common Stock deemed issuable upon exercise, conversion or exchange thereof shall be deemed to have been issued as of

the date of such increase or decrease. No adjustment pursuant to this Section 3(c) shall be made if such adjustment would result in an

increase of the Exercise Price then in effect.

(iv)

Calculation of Consideration Received. If, during the Restricted Period, any Option or Convertible Security is issued in connection

with the issuance or sale or deemed issuance or sale of any other securities of the Company, together comprising one integrated transaction,

(A) such Option or Convertible Security (as applicable) will be deemed to have been issued for consideration equal to the sum of (i)

the consideration, if any, received by the Company for the issuance of such Option or Convertible Security, plus (ii) the minimum aggregate

amount of additional consideration, if any, payable to the Company upon the exercise, conversion or exchange thereof and (B) the other

securities issued or sold or deemed to have been issued or sold in such integrated transaction shall be deemed to have been issued for

consideration equal to the difference of (1) the aggregate consideration received by the Company, minus (2) the consideration attributed

to each such Option or Convertible Security (as applicable) as determined under clause (A) above. If any Common Stock, Options or Convertible

Securities are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be

the net amount of consideration received by the Company therefor. If any Common Stock, Options or Convertible Securities are issued or

sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of such consideration,

except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company

for such securities will be the arithmetic average of the VWAPs of such security for each of the five Trading Days immediately preceding

the date of receipt. If any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection

with any merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value

of such portion of the net assets and business of the non-surviving entity as is attributable to such Common Stock, Options or Convertible

Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined

jointly by the Company and the Holder. If such parties are unable to reach agreement within ten days after the occurrence of an event

requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five Trading

Days after the tenth day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the

Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses

of such appraiser shall be borne by the Company.

(v)

Record Date. If, during the Restricted Period, the Company takes a record of the holders of Common Stock for the purpose of entitling

them (A) to receive a dividend or other distribution payable in Common Stock, Options or in Convertible Securities or (B) to subscribe

for or purchase Common Stock, Options or Convertible Securities, then such record date will be deemed to be the date of the issue or

sale of the Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution

or the date of the granting of such right of subscription or purchase (as the case may be).

Other Events. In the event that the Company shall take any action to which the provisions hereof are not strictly applicable,

or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions

of this Section 3 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation

rights, phantom stock rights or other rights with equity features), then the Company’s board of directors shall in good faith determine

and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights

of the Holder; provided, that no such adjustment pursuant to this Section 3(d) will increase the Exercise Price or decrease the

number of Warrant Shares as otherwise determined pursuant to this Section 3; provided, further, that if the Holder does

not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s board

of directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make

such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

Permitted Facilities. Notwithstanding anything to the contrary in this Section 3 or elsewhere in this Warrant, none of (i) the

Company’s entry into, establishment or maintenance of, or performance of its obligations under, or (ii) the offer, issuance or

sale of any shares of Common Stock or Common Stock Equivalents (including any commitment shares, fee shares or shares issued or issuable

to any placement agent or qualified independent underwriter in connection therewith) pursuant to, either Permitted Facility shall (A)

constitute or be deemed a Subsequent Placement, a Dilutive Issuance, or an issuance or sale (or deemed issuance or sale) of Common Stock

for purposes of this Section 3, (B) result in any adjustment or reduction of the Exercise Price or any increase in the number of Warrant

Shares, or (C) constitute a breach or violation of, or a default under, this Warrant (including, without limitation, Section 5(d) hereof).

For purposes hereof, “Permitted Facilities” means, collectively, (1) the committed equity facility of up to $25,000,000 established

or to be established by the Company with Roth Principal Investments, LLC or its affiliates, providing for the purchase of shares of Common

Stock (the “CEF”), and (2) the Company’s at-the-market offering facility with ThinkEquity LLC (the “ATM”),

in each case including any related purchase agreement, sales agreement, registration statement, prospectus, prospectus supplement and

other documentation, and any amendment, restatement, supplement or replacement thereof, in each case entered into in furtherance of the

Company’s restructuring, recapitalization or refinancing of its indebtedness. The Holder’s acceptance of this Warrant constitutes

the Holder’s irrevocable consent to, and waiver of any adjustment or other right arising under this Warrant in respect of, each

Permitted Facility, and no separate consent or waiver shall be required in connection therewith.

Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or

more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),

directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially

all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange

offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender

or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding

Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one

or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v)

the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business

combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another

Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock or 50%

or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any

subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable

upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to

any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation

or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”)

receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is

exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this

Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such

Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental

Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the

relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the

securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate

Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor

entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in

writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions

of this Section 3(c) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder

(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange

for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to

this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)

equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on

the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder

to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental

Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the

purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and

which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor

Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this

Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and

may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other

Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the

case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date

shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

Notice to Holder.

(i)

Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company

shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment

to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii)

Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on

the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the

Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of

capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with

any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any

sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into

other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding

up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email

address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective

date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,

redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to

be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided, that

the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action

required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public

information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant

to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of

such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. For the

avoidance of doubt, solely for purposes of determining the Holder’s entitlement to any distribution (including any cash dividend,

return of capital, or distribution of proceeds from any asset disposition), the Holder shall be deemed to have exercised this Warrant

(without regard to any Beneficial Ownership Limitation) immediately prior to the applicable record date, and the Company shall, on the

payment date of such distribution, deliver to the Holder the same consideration per Warrant Share as would have been payable to a holder

of Common Stock as of such record date; provided, that, to the extent delivery in kind would result in the Holder exceeding the

Beneficial Ownership Limitation, the excess portion shall be paid in cash or held in abeyance (with respect to non-cash consideration,

in trust or escrow or by delivering equivalent value in cash) until such delivery would not result in the Holder exceeding the Beneficial

Ownership Limitation.

Transfer of Warrant.

Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof

and to the provisions of Section 4(f) of the Exchange Agreement, this Warrant and all rights hereunder (including, without limitation,

any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company

or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by

the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such

surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee

or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to

the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder

has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three Trading Days of

the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned

in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of

the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by

the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division

or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided

or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and

shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the

“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the

registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,

and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer

of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under

applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public

information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or

transferee of this Warrant, as the case may be, deliver an unqualified opinion of counsel issued to the Company and reasonably acceptable

to the Company.

Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant

and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to

or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities

law, except pursuant to sales registered or exempted under the Securities Act.

Miscellaneous.

No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,

dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly

set forth in Section 3. In no event shall the Company be required to net cash settle an exercise of this Warrant. It is the intention

of the Company and the Holder that this Warrant be classified as an instrument within stockholders’ equity of the Company for accounting

purposes, and the parties shall not take any position inconsistent with such treatment except to the extent otherwise required by the

Company’s independent registered public accounting firm or by applicable law.

Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably

satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,

and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,

shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the

Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant

or stock certificate.

Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required

or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business

Day.

Authorized Shares.

(i)

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock,

solely for the purpose of effecting the exercise of this Warrant, a number of shares of Common Stock at least equal to the number of

Warrant Shares then issuable upon exercise of this Warrant in full (or, if less, the maximum number of shares of Common Stock that are

then authorized but unissued and not otherwise reserved for issuance), in accordance with the Company’s obligations to use commercially

reasonable efforts to comply with the Principal Market Rules, including the listing requirements, and as long as the Common Stock remains

listed on the Principal Market, to not enforce any provision of any Transaction Document which does not comply with the Principal Market

Rules. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged

with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take

all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation

of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company

covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon

exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized,

validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue

thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

(ii)

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,

amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue

or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this

Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may

be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Notwithstanding the foregoing,

none of (i) the redomestication, conversion or continuance of the Company from the State of Delaware to the State of Nevada (the “Redomestication”),

or (ii) any amendment, restatement, replacement or adoption of the Company’s certificate of incorporation, bylaws or other organizational

or governing documents solely to the extent necessary to effect the Redomestication, shall be deemed to avoid or seek to avoid, or otherwise

to violate or breach, this Section, so long as (A) the Company remains the same legal entity (or its direct successor by operation of

law in the Redomestication) and the Redomestication does not constitute a Fundamental Transaction; (B) this Warrant remains in full force

and effect on the same terms, and the Redomestication and any related changes to the Company’s organizational or governing documents

do not impair, reduce or otherwise adversely affect the rights, preferences or economic benefits of the Holder under this Warrant, including,

but not limited to, the Exercise Price, the number of Warrant Shares and the adjustment, anti-dilution and reset provisions of Section

3; (C) the Company’s post-Redomestication organizational and governing documents contain no provision that conflicts with, or would

impair the Company’s ability to perform, its obligations under this Warrant; and (D) the Company has reserved, and continues to

reserve, a number of shares sufficient to satisfy its obligations under Section 5(d)(i). Without limiting the generality of the foregoing,

the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately

prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly

and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use its best efforts to obtain

all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to

enable the Company to perform its obligations under this Warrant.

(iii)

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or

in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary

from any public regulatory body or bodies having jurisdiction thereof.

Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined

in accordance with the provisions of the Exchange Agreement.

Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will

have restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall

operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that

the right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the Exchange

Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages

to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but

not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any

amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall

be delivered in accordance with the notice provisions of the Exchange Agreement.

Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant

to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of

the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company

or by creditors of the Company.

Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will

be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate

compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to

assert the defense in any action for specific performance that a remedy at law would be adequate.

Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall

inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns

of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall

be enforceable by the Holder or holder of Warrant Shares.

Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and

the Holder.

Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid

under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall

be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining

provisions of this Warrant.

Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed

a part of this Warrant.

Certain Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

a. “Convertible

Securities” means any capital stock or other security of the Company that is at

any time and under any circumstances directly or indirectly convertible into, exercisable

or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital

stock or other security of the Company (including, without limitation, Common Stock).

b. “Options”

means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible

Securities.

c. “Person”

means an individual, a limited liability company, a partnership, a joint venture, a corporation,

a trust, an unincorporated organization, any other entity or a government or any department

or agency thereof.

d. “VWAP”

means, for any security as of any date, the dollar volume-weighted average price for such

security on the principal securities exchange or securities market on which such security

is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at

4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price”

function or, if the foregoing does not apply, the dollar volume-weighted average price of

such security in the over-the-counter market on the electronic bulletin board for such security

during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New

York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported

for such security by Bloomberg for such hours, the average of the three highest closing bid

prices and the three lowest closing ask prices of all of the market makers for such security

as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets

LLC). If VWAP cannot be calculated for such security on such date on any of the foregoing

bases, the VWAP of such security on such date shall be the fair market value as mutually

determined by the Company and the Holder. If the Company and the Holder are unable to agree

upon the fair market value of such security, then such dispute shall be resolved in accordance

with the procedures in Section 7 of the Exchange Agreement. All such determinations shall

be appropriately adjusted for any stock dividend, stock split, stock combination or other

similar transaction during such period.

********************

(Signature

Page Follows)

WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above

indicated.

COMPANY:

POLAR POWER, INC.

By:

/s/ Luis Zavala

Name:

Luis Zavala

Title:

Chief Financial Officer

NOTICE

OF EXERCISE

TO:

POLAR POWER, INC.

The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only

if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

Payment shall take the form of (check applicable box):

☐

in lawful money of the United States; or

☐

if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection

2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure

set forth in subsection 2(c).

Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

___________________________________

The

Warrant Shares shall be delivered to the following DWAC Account Number

___________________________________

Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the

Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name

of Investing Entity: ________________________________________________________________________

Signature

of Authorized Signatory of Investing Entity: _________________________________________________

Name

of Authorized Signatory: ___________________________________________________________________

Title

of Authorized Signatory: ____________________________________________________________________

Date:

________________________________________________________________________________________

ASSIGNMENT

FORM

(To

assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR

VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name:

Address:

Phone

Number:

Address:

Dated:

___________________

Holder’s

Signature: ___________________________

Holder’s

Address: ____________________________

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit 99.1

Polar

Power CEO Arthur Sams Converts $614,700 of Debt Into Preferred Equity, Strengthening Balance Sheet

GARDENA,

Calif., Sept. 24, 2026. Polar Power, Inc. (NASDAQ: POLA) today announced that Arthur D. Sams, the Company’s Founder, President

and Chief Executive Officer, has agreed to convert $614,700 of debt owed to him by the Company into 683 Series A Convertible Preferred

shares of Polar Power.

The

conversion eliminates $614,700 of debt from the Company’s balance sheet, increases shareholders’ equity, and represents an

important step toward addressing the Company’s shareholders’ equity compliance issue.

“Converting

this debt into equity reflects my confidence in Polar Power’s future and my commitment to the Company’s long-term success,”

said Arthur Sams, Founder, President and Chief Executive Officer. “I believe the opportunities ahead of us across telecommunications,

data center power, defense and distributed energy markets position Polar Power for meaningful growth.”

addition to the preferred shares, Polar is also issuing to Mr. Sams a warrant to purchase 382,276 shares of the Company’s common

stock at $1.34 per share.

The

Company believes the debt-to-equity conversion strengthens its capital structure and supports its efforts to regain and maintain compliance

with applicable Nasdaq continued listing requirements. This debt-to-equity conversion was approved by Polar’s Audit Committee,

consisting entirely of independent board members.

About

Polar Power, Inc.

Polar

Power, Inc. (NASDAQ: POLA) designs, manufactures and sells direct-current power generators, renewable energy systems and other power

solutions for applications including telecommunications, drone defense, robotics, EV charging, micro-grids military and commercial markets.

The Company is headquartered in Gardena, California.

For

more information, please visit www.polarpower.com. or follow Polar Power on www.linkedin.com/company/polar-power-inc/.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of applicable federal securities laws. These statements include,

among others, statements regarding the Company’s expectation for future growth opportunities and its efforts to regain and maintain

compliance with Nasdaq’s continued listing requirements. Forward-looking statements are based on current expectations and assumptions

and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These

risks and uncertainties include those described in Polar Power’s filings with the U.S. Securities and Exchange Commission. Polar

Power undertakes no obligation to update any forward-looking statement except as required by law.

Media

and Investor Relations

Polar

Power, Inc.

249

E. Gardena Blvd.

Gardena,

CA 90248

Tel:

310-830-9153

Email:

ir@polarpowerinc.com

www.polarpower.com

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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