Exhibit 10.7

MEMORANDUM OF UNDERSTANDING

Polar Power, Inc., a California corporation, located at 22520 Avalon Blvd, Carson, California, USA (“Company”) does hereby promise to pay to Richard J. Ulinski (“Inventor”) at 315 North Canyon Blvd, Monrovia, CA 91016, a total sum of SIX HUNDRED THOUSAND DOLLARS ($600,000) to fully acquire all rights to all control systems and associated products that Mr. Ulinski developed between December 2004 to December 30, 2014 mentioned in Appendix A.

Subject to the terms and conditions set forth in this Agreement, Inventor agrees to transfer, assign, and convey to Company, and Company agrees to acquire from Inventor, the Confidential Information, constituting all his rights, titles, and interests in the Confidential Information. Inventor acknowledges and agrees that all ownership interests in and rights to the Confidential Information as listed in Appendix A shall be the sole and exclusive property of Company. The Confidential Information also includes all documentation including all schematics, production files, Bills of materials, descriptions, specifications, manuals, and other materials pertaining to it.

This agreement made on the 30^th day of December 2014 will supersede and/or nullify the INTELLECTUAL PROPERTY PURCHASE AGREEMENT (“Agreement”) made and entered into as of the 7^th day of July 2012, by and between RICHARD J. ULINSKI, trustee of the Richard J and Kathleen Ulinski trust and Polar Power Inc.

The sum that was paid so far by the Company to the Inventor is as follows

Balance amount of THREE HUNDRED AND ELEVEN THOUSAND TWO HUNDRED FIFTEEN DOLLARS AND 20 CENTS ($311,215.20) is paid in monthly installments of FIFTEEN THOUSAND DOLLARS ($15,000) for TWENTY (20) months and a final payment of ELEVEN THOUSAND TWO HUNDRED FIFTEEN DOLLARS AND 20 CENTS ($11,215.20) in the twenty first month.

Payments will be made in lawful money of the United States, commencing January 1, 2015 and continuing on the first day of each calendar month thereafter until all sums hereunder has been fully paid.

Inventor agrees to support all existing and new projects for the Company and would devote the time and effort necessary to support such projects. Company will cover any reasonable expenses that Inventor incurs during the development of new projects.

Upon signing this agreement, Inventor agrees that Company owns the sole and exclusive right, title and interest in and to the Confidential Information, including any copyright, trademark, and trade secret rights that may exist.

Inventor shall transfer and convey to Company good and marketable title to the Confidential Information, free and clear of any judgments, liens, security interests and pledges.

Inventor agrees that, for a period of five (5) years after the date of this Agreement, he will not sell, license, develop for hire, or in any way (either directly or through any other party) produce control systems and devices, including circuit board layout and related electron c engineering similar to or designed to accomplish the same functions as the Confidential Information sold to Company under this Agreement.

Neither this Agreement nor any term hereof may be waived, amended, discharged, modified, changed or terminated orally; nor shall any waiver of any provision hereof be effective except by an instrument in writing signed by “Company” and “Inventor”.

In the case of the Company going public, or a change in the ownership of the Company due to new investors, this agreement will remain in force.

It is expressly understood and agreed that Company shall not be liable for, nor is Company assuming in any manner, any of the obligations or liabilities of Inventor of any kind or nature, prior to the date of this Agreement.

IN WITNESS WHEREOF, “Company” has executed this agreement as of the date and year written below.

Appendix A

Products developed by Richard Ulinski for Polar Power, Inc from December 2004 to December 30, 2014: