Browse EX-10 agreements

COMMON STOCK PURCHASE AGREEMENT

Dated as of July 27, 2026

by and between

POLAR POWER, INC.

and

ROTH PRINCIPAL INVESTMENTS, LLC

Table of Contents

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CONSENT, WAIVER AND FIRST AMENDMENT

** **

(Committed Equity Facility, At-the-Market Facility and Use of Proceeds)

This Consent, Waiver and First Amendment (this “Consent”) is entered into as of _______________, 2026, by and between Polar Power**, Inc.**, a Delaware corporation (the “Company”) and LU2 Holdings LLC (the “Holder”). Capitalized terms used but not defined herein have the meanings given in the Purchase Agreement or the Certificate of Designation, as applicable.

RECITALS

** **

WHEREAS, the Company and the Holder are parties to that certain Securities Purchase Agreement, dated as of July 21, 2026 (the “Purchase Agreement”), pursuant to which the Company issued 500 shares of Series A Convertible Preferred Stock (the “Preferred Shares”) and a warrant to purchase 150,915 shares of Common Stock (the “Holder Warrant”). The Holder holds 100% of the issued and outstanding Preferred Shares;

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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: 150,915	Issue Date: July 21, 2026

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CONSENT, ACKNOWLEDGMENT AND FIRST AMENDMENT

TO CONVERTIBLE PROMISSORY NOTE

** **

This Consent, Acknowledgment and First Amendment to Convertible Promissory Note (this “Amendment”) is made and entered into as of July 21, 2026 (the “Effective Date”), by and between Polar Power, Inc., a Delaware corporation (the “Company” or the “Maker”), and Mayers Ventures LLC, a Nevada limited liability company (together with its registered assigns, the “Holder”). The Company and the Holder are referred to herein individually as a “Party” and collectively as the “Parties”).

RECITALS

** **

WHEREAS, the Company issued to the Holder that certain Convertible Promissory Note, dated June 30, 2026, in the original principal amount of $275,000.00 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”);

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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: 83,841	Issue Date: July 21, 2026

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BUSINESS CONSULTANT AGREEMENT

** **

This BUSINESS CONSULTANT AGREEMENT (the “Agreement”) is made effective as of July 21, 2026*,* between LU 2 Holdings LLC (“Consultant”), and Polar Power Inc., a Delaware corporation (“Company”). The parties agree as follows:

* *

**1. ****Services. **Company hereby engages the Consultant to perform the following strategic advisory services (“Services”) in accordance with the terms and conditions set forth in this Agreement:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of July 21, 2026, is made by and between the purchasers set forth on the signature pages hereto (including their respective designees, successors and assigns, each, a “Purchaser,” and collectively, the “Purchasers”), and Polar Power, Inc., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of July 21, 2026 (the “Execution Date”), by and between Polar Power, Inc., a Delaware corporation (the “Company”) and LU2 Holdings LLC, a New Jersey limited liability company (including its designees, successors and assigns, the “Purchaser”).

RECITALS

A. The parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser, and Purchaser shall purchase from the Company, from time to time as provided herein, up to $500,000 in stated value of Series A Convertible Preferred Stock (the “Preferred Shares”) at a purchase price of 90% of such stated value, with each such Preferred Share having a stated value of $1,000 per share (the “Stated Value”) and certain common stock purchase warrants (the “Warrants”) entitling the Purchaser to purchase shares of Common Stock (as defined herein); and

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AMENDMENT NO. 4 TO LOAN AGREEMENT

(Clearfield, Inc.)

** **

Loan No. 20008600879	July 24, 2026

** **

THIS AMENDMENT NO. 4 TO LOAN AGREEMENT dated as of July 24, 2026, by and between Clearfield, Inc., a Minnesota corporation (“Borrower”) and Old National Bank, the successor by merger to Bremer Bank, National Association (“Lender” or "Bank").

RECITALS:

WHEREAS, the Borrower and the Lender are parties to that certain Loan Agreement dated April 27, 2022, as amended by that certain Amendment No. 1 to Loan Agreement dated August 5, 2024, as amended by that certain Amendment No. 2 to Loan Agreement dated April 25, 2025, and as further amended by that certain Amendment No. 3 to Loan Agreement dated April 25, 2026 ("Loan Agreement");

WHEREAS, the Borrower has requested an extension of existing credit from the Lender; and

WHEREAS, the Lender is willing to agree to Borrower’s requests on the condition that the Loan Agreement be amended as provided herein.

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Ocean Power Technologies, Inc.

Common Stock

(par value $0.001 per share)

At Market Issuance Sales Agreement

July 27,2026

H.C. Wainwright & Co., LLC

430 Park Avenue

New York, New York 10022

Ladies and Gentlemen:

Ocean Power Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows:

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AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT OF
CO2 ENERGY TRANSITION CORP.

THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July [    ], 2026, by and between CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated November 20, 2024, by and between the parties hereto (the “Trust Agreement”).

WHEREAS, a total of $69,000,000 was placed in the Trust Account from the IPO and sale of private warrants in a private placement;

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FIRST AMENDMENT TO

EQUITY DISTRIBUTION agreement

This FIRST AMENDMENT TO EQUITY DISTRIBUTION AGREEMENT (this “Amendment”) is entered into as of July 27, 2026, by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and Maxim Group LLC (the “Agent”).

WHEREAS, the Company and the Agent entered into an Equity Distribution Agreement, dated October 20, 2025 (the “Agreement”), pursuant to which the Company may issue and sell, through the Agent, its shares of common stock;

WHEREAS, the Agreement provides that the Company may cause the Agent to sell common stock of the Company having an aggregate offering price of up to $10 million;

WHEREAS, the Company and the Agent wish to amend the introductory paragraph and Sections 2(a) and 7(a) of the Agreement to remove the limit on the number of shares of the Company’s common stock that may be sold pursuant to the Agreement;

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