Browse EX-10 agreements

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FORMATION, SUBSCRIPTION AND SOFTWARE
CONTRIBUTION AGREEMENT

Maison AI Hong Kong Company

Dated as of July 22, 2026

Page 1

PARTIES

1.	MAISON SOLUTIONS INC., a Delaware corporation, with its principal office at 127 N Garfield Ave, Monterey Park, CA 91754 (“MSS”).

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Acquisition Agreement

BY AND AMONG

Connectm Technology Solutions, Inc.;

Blue Ribbon Ice Inc.

AND

Scott ‘Avery’ Wilson

Table of Contents

Article I. Definitions and Interpretation		1
Section 1.01	Defined Terms	1
Section 1.02	Interpretation	5

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: $30,000	Dated as of July 24, 2026

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AMENDMENT TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 4 (this “Amendment”), dated as of [*], 2026, to the Investment Management Trust Agreement (as defined below) is made by and between Keen Vision Acquisition Corporation, a British Virgin Island corporation (the “Company”), and Continental Stock Transfer& Trust Company, a New York limited liability trust company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated July 24, 2023 (the “Trust Agreement”); and it was amended on October 25, 2024, July 23, 2025, and January 22, 2026; and

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Polar Power, Inc., a Delaware corporation (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

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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

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(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

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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

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POLAR POWER, INC.

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Warrant Shares: 150,915	Issue Date: July 21, 2026

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CONSENT, ACKNOWLEDGMENT AND FIRST AMENDMENT

TO CONVERTIBLE PROMISSORY NOTE

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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

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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

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POLAR POWER, INC.

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Warrant Shares: 83,841	Issue Date: July 21, 2026

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BUSINESS CONSULTANT AGREEMENT

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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:

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**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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