** **

**Exhibit 3.1**

** **

**CERTIFICATE OF INCORPORATION**

**OF POLAR POWER, INC.**

** **

**ARTICLE I**

 

The name of the corporation is Polar Power,Inc. (the “Corporation”).

 

**ARTICLE II**

 

The address of the Corporation’s registeredoffice in the State of Delaware is 3500 South Dupont Highway in the city of Dover, County of Kent, Delaware 19901. The name ofthe registered agent of the Corporation at such address is GKL Registered Agents of DE, Inc.

 

**ARTICLE III**

 

The nature of the business or purposes tobe conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organizedunder the General Corporation Law of the State of Delaware (“DGCL”).

 

**ARTICLE IV**

 

The name and mailing address of the incorporatoris Loretta Smith, 5 Park Plaza, Suite 1400, Irvine, California 92614-2545.

 

**ARTICLE V**

 

Section 1.  This Corporation isauthorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock.”The total number of shares of stock that the Corporation shall have authority to issue is 55,000,000 shares, of which 50,000,000shares are Common Stock, $0.0001 par value per share, and 5,000,000 shares are Preferred Stock, $0.0001 par value per share.

 

Section 2.   Each share of CommonStock shall entitle the holder thereof to one vote. Each share of Common Stock shall be equal in all respects to every other shareof Common Stock. Each holder of record of issued and outstanding Common Stock shall be entitled to one vote on all matters foreach share so held. Subject to the rights and preferences, if any, of the holders of Preferred Stock, each issued and outstandingshare of Common Stock shall entitle the record holder thereof to receive dividends and distributions out of funds legally availabletherefor, when, as and if declared by the Board of Directors, in such amounts and at such times, if any, as the Board of Directorsshall determine, ratably in proportion to the number of shares of Common Stock held by each such record holder. Upon any voluntaryor involuntary liquidation, dissolution or winding up of the Corporation, after there shall have been paid to or set aside forthe holders of any class of capital stock having preference over the Common Stock in such circumstances the full preferential amountsto which they are respectively entitled, the holders of the Common Stock, and of any class or series of capital stock entitledto participate in whole or in part therewith as to the distribution of assets, shall be entitled, after payment or provision forthe payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution,in cash or in kind, ratably in proportion to the number of shares of Common Stock held by each such holder.

 

 

 

Section 3.   The Preferred Stockmay be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adoptedby the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directorsis further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers,preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of PreferredStock, including, without limitation, authority to fix by resolution or resolutions the dividend rights, dividend rate, conversionrights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidationpreferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of theforegoing. The Board of Directors is further authorized to increase (but not above the total number of authorized shares of theclass) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series,the number of which was fixed by it, subject to the powers, preferences and rights, and the qualifications, limitations and restrictionsthereof stated in this Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number ofshares of such series.

 

Section 4.   The number of authorizedshares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding)by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of the Corporation entitledto vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), voting togetheras a single class, without a separate vote of the holders of shares of the class or classes the number of authorized shares ofwhich are being increased or decreased, unless a vote by any holders of one or more series of Preferred Stock is required by theexpress terms of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Section 3 of thisArticle V (or any certificate of designation with respect thereto). Except as otherwise required by law or provided in thisSection 4, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (includingany certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one ormore outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together asa class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation(including any certificate of designation filed with respect to any series of Preferred Stock).

 

**ARTICLE VI**

** **

Subject to the rights of holders of PreferredStock, the number of directors that constitutes the entire Board of Directors of the Corporation shall be fixed solely by resolutionof the majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board”shall mean the total number of authorized directors whether or not there exist any vacancies in the previously authorized directorships.At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the next annual meetingof stockholders and until their successors have been duly elected and qualified or until their earlier resignation or removal;except that if any such meeting shall not be so held, such election shall take place at a stockholders’ meeting called andheld in accordance with the DGCL or by written consent in lieu of an annual meeting pursuant to Section 211(b) of the DGCL andArticle IX hereof.

 

 

** **

**ARTICLE VII**

 

Except as otherwise provided for or fixedby or pursuant to the provisions of Article V hereof in relation to the rights of the holders of Preferred Stock to electdirectors under specified circumstances or as provided by resolution of the Board of Directors, newly created directorships resultingfrom any increase in the number of directors, created in accordance with the Bylaws of the Corporation, and any vacancies on theBoard of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmativevote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by asole remaining director, and not by the stockholders. A person so elected by the Board of Directors to fill a vacancy or newlycreated directorship shall hold office until the next election of the class for which such director shall have been chosen untilhis or her successor shall have been duly elected and qualified, or until such director’s earlier death, resignation or removal.No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

 

**ARTICLE VIII**

 

Section 1.   The Corporation isto have perpetual existence.

 

Section 2.   The business andaffairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers andauthority expressly conferred upon them by statute or by this Certificate of Incorporation or the Bylaws of the Corporation, theBoard of Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or doneby the Corporation.

 

Section 3.   In furtherance andnot in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, alter, amend orrepeal the Bylaws of the Corporation. The affirmative vote of at least a majority of the Whole Board shall be required in orderfor the Board of Directors to adopt, amend, alter or repeal the Corporation’s Bylaws. The Corporation’s Bylaws mayalso be adopted, amended, altered or repealed by the stockholders of the Corporation. Notwithstanding the above or any other provisionof this Certificate of Incorporation, the Bylaws of the Corporation may not be amended, altered or repealed except in accordancewith Article X of the Bylaws. No Bylaw hereafter legally adopted, amended, altered or repealed shall invalidate any prioract of the directors or officers of the Corporation that would have been valid if such Bylaw had not been adopted, amended, alteredor repealed.

 

Section 4.   The election of directorsneed not be by written ballot unless the Bylaws of the Corporation shall so provide.

 

 

 

Section 5.   No stockholder willbe permitted to cumulate votes at any election of directors.

 

**ARTICLE IX**

 

Section 1.   Any action requiredor permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting if a consent or consentsin writing, setting forth the action so taken, shall be signed by holders of record on the record date (established in the mannerprovided in Section 2 of this Article IX) of outstanding shares of the Corporation having not less than the minimumnumber of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereonwere present and voted, but only if such action is taken in accordance with the provisions of this Article IX, the Bylawsof the Corporation and applicable law; provided, however, that in the case of the election or removal of directorsby written consent, such consent shall be effective only if signed by the holders of all outstanding shares entitled to vote forthe election of directors.

 

Section 2.   In order that theCorporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directorsmay fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adoptedby the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixingthe record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or takecorporate action by written consent shall, by written notice to the attention of the Secretary of the Corporation, request theBoard of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the dateon which such a request is received, adopt a resolution fixing the record date (unless a record date has previously been fixedby the Board of Directors pursuant to the first sentence of this Section 2 of Article IX). If no record date hasbeen fixed by the Board of Directors within ten days of the date on which such a request is received, the record date for determiningstockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directorsis required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposedto be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal placeof business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholdersare recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is requiredby applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meetingshall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

 

**ARTICLE X**

 

Section 1.   Special meetingsof stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution adopted by a majorityof the Whole Board, and any power of stockholders to call a special meeting of stockholders is specifically denied. Only such businessshall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.

 

 

 

Section 2.   Advance notice ofstockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholdersof the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

 

**ARTICLE XI**

 

Section 1.   To the fullest extentpermitted by the DGCL as the same exists or as may hereafter be amended from time to time, a director of the Corporation shallnot be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, thenthe liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as soamended.

 

Section 2.   The Corporation shallindemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a partyor is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a

director, officer, employee or agent of the Corporation or isor was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (includingattorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connectionwith any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding (or part thereof)initiated by such person only if the Proceeding (or part thereof) was authorized by the Board of Directors.

 

Section 3.   The Corporation shallhave the power to indemnify, to the extent permitted by applicable law, any employee or agent of the Corporation who was or isa party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer,employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee oragent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employeebenefit plans, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually andreasonably incurred by such person in connection with any such Proceeding.

 

Section 4.   Neither any amendmentnor repeal of any Section of this Article XI, nor the adoption of any provision of this Certificate of Incorporation orthe Bylaws of the Corporation inconsistent with this Article XI, shall eliminate or reduce the effect of this ArticleXI in respect of any matter occurring, or any cause of action, suit, claim or proceeding accruing or arising or that, but forthis Article XI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

 

 

**ARTICLE XII**

 

Meetings of stockholders may be held withinor outside of the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provisioncontained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by theBoard of Directors or in the Bylaws of the Corporation.

 

**ARTICLE XIII**

 

Unless the Corporation consents in writingto the selection of an alternative forum and to the fullest extent permitted by law, the Court of Chancery of the State of Delaware(or, if such court lacks jurisdiction, any other state or federal court located within the State of Delaware) shall be the soleand exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceedingasserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporationor the Corporation’s stockholders, (C) any action or proceeding asserting a claim arising pursuant to any provision of theDGCL or the Corporation’s Certificate of Incorporation or Bylaws, or (D) any action or proceeding asserting a claim governedby the internal affairs doctrine; in all cases subject to the court’s having personal jurisdiction over the indispensableparties named as defendants.

 

**ARTICLE XIV**

 

The Corporation shall not be governed bythe provisions of Section 203 of the DGCL.

 

**ARTICLE XV**

 

The Corporation reserves the right to amendor repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delawareand all rights conferred upon stockholders are granted subject to this reservation.

 

I, the undersigned,being the incorporator, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate of Incorporation,hereby acknowledging, declaring, and certifying that the foregoing Certificate of Incorporation is my act and deed and that thefacts herein stated are true, and have accordingly hereunto set my hand this 6th day of December, 2016.