Browse EX-10 agreements

Execution Version

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of

Regulation S-K and, where applicable, have been marked with “[***]” to indicate

where redactions have been made.

AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT

This AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made as of 19 May 2026 (the “Effective Date”), by and between Kwang Yang Motor Co., Ltd., a Taiwanese company (“KYMCO”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). KYMCO and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

RECITALS

WHEREAS, the Parties believe that there are compelling benefits to cooperate together to realize specific opportunities in the electric vehicles (“EV”) industry and desire to engage in the long term cooperation (“Long Term Collaboration”) as described under certain Long Term Collaboration Agreement made as of 12 December 2021 (the “Long Term Collaboration Agreement”);

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Execution Version

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of

Regulation S-K and, where applicable, have been marked with “[***]” to indicate

where redactions have been made.

ASSET PURCHASE AGREEMENT

by and among

LIVEWIRE EV, LLC,

as Purchaser,

LIVEWIRE GROUP, INC.,

as Purchaser Parent,

DUST MOTORCYCLES, INC.,

as Seller,

and

THE OTHER PARTIES NAMED HEREIN

Dated as of May 18, 2026

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CONTENTS

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Restructuring, Implementation and Management Services Agreement – MCC / Polar Power

RESTRUCTURING, IMPLEMENTATION AND MANAGEMENT SERVICES AGREEMENT

Mammoth Crest Capital, LLC.

Polar Power, Inc.

This Restructuring, Implementation and Management Services Agreement (the “Agreement”) is entered into as of May 19, 2026 (the “Effective Date”), by and between POLAR POWER, INC. (the “Company”) and MAMMOTH CREST CAPITAL, LLC. (“MCC”). Company and MCC are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” This Agreement replaces and supersedes any and all prior agreements between the Parties.

WHEREAS, the Company is a Nasdaq-listed manufacturer (Nasdaq: POLA) that requires comprehensive operational, organizational, governance and capital-structure restructuring; and

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Exhibit 10.5

Side Letter Relating to Note Issuance

May 21, 2026

This letter agreement (the “Letter Agreement”) is between Polar Power, Inc., a Delaware corporation, (the “Company”), CFI Capital LLC, a Florida limited liability company, (“CFI”) and Monroe Street Capital Partners, LP, a Delaware limited partnership, (“Monroe” and, together with CFI, the “Buyers”), and is intended to be legally binding on each party subject to and upon the following terms.

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Exhibit 10.4

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $370,600.00	Issue Date: May 21, 2026
Actual Amount of Purchase Price: $340,000.00

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2026, by and between POLAR POWER INC., a Delaware corporation, with headquarters located at 249 E. Gardena Boulevard, Gardena, CA 90248 (the “Company”), and MONROE STREET CAPITAL PARTNERS, LP, a Delaware limited partnership, with its address at 208 Lenox Avenue, #236, Westfield, New Jersey 07090 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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Exhibit 10.2

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

US $600,000.00

POLAR POWER, INC.

6% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 21, 2027

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2026, by and between POLAR POWER, INC., a Delaware corporation, with headquarters located at 249 E. Gardena Boulevard, Gardena, CA 90248 (the “Company”), and CFI CAPITAL LLC, a Florida limited liability company, with its address at 2151 West Hillsboro Blvd., Suite 209, Deerfield Beach, FL 33442 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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Exhibit 10.(1)

Date: as of May 22, 2026

CNL Strategic Residential Credit, Inc.

CNL Holdings, LLC 450 South Orange Avenue

Orlando, FL 32801 Attention: Tammy Tipton

Re: First Amendment to Loan and Security Agreement

Ladies and Gentlemen:

This amendment letter (the “Amendment”) is entered into by and among CNL Strategic Residential Credit, Inc., a Maryland corporation (“Borrower”) and CNL Holdings, LLC, a Delaware limited liability company (“Guarantor” together with Borrower, individually and collectively, as the context requires, but in each case jointly and severally, “Obligor” or “you”) and Valley National Bank (“Bank”, “we” or “us”). We refer to that certain Loan and Security Agreement by and between Borrower and Bank dated December 31, 2025 (as amended, restated, supplemented or otherwise modified, the “Loan Agreement”). Unless otherwise defined in this Amendment, capitalized terms are used as defined in the Loan Agreement.

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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential. Brackets with triple asterisks denote omissions.

GLOBAL RESTRICTED STOCK PERFORMANCE UNIT AGREEMENT PURSUANT TO THE

AMENDED AND RESTATED

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2017 STOCK INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is made effective as of the Grant Date (as defined below) by and between Take-Two Interactive Software, Inc. (the “Company”) and <> (the “Participant”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been delivered to the Participant, which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”);

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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential. Brackets with triple asterisks denote omissions.

GLOBAL RESTRICTED STOCK PERFORMANCE UNIT AGREEMENT PURSUANT TO THE

AMENDED AND RESTATED

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2017 STOCK INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is made effective as of the Grant Date (as defined below) by and between Take-Two Interactive Software, Inc. (the “Company”) and <> (the “Participant”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been delivered to the Participant, which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”);

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Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential. Brackets with triple asterisks denote omissions.

GLOBAL RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE

AMENDED AND RESTATED

TAKE-TWO INTERACTIVE SOFTWARE, INC.

2017 STOCK INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is made effective as of the Grant Date (as defined below) by and between Take-Two Interactive Software, Inc. (the “Company”) and <> (the “Participant”).

W I T N E S S E T H:

WHEREAS, the Company has adopted the Amended and Restated Take-Two Interactive Software, Inc. 2017 Stock Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been delivered to the Participant, which is administered by a committee appointed by the Company’s Board of Directors (the “Committee”);

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