Exhibit 3.1

SECURED PROMISSORY NOTE

PROMISE TO PAY. The above-named Borrower promises to pay to the above-named Holder in lawful money of the United States of America, the principal amount shown above, at the interest rate shown above, until paid in full.

INTEREST CALCULATION METHODOLOGY. Interest shall be computed on a simple basis, starting on the Effective Date, and is furthermore to be computed by applying the Annual Interest Rate against the unpaid principal amount on the following basis (check one):

☐ Annual basis; that is, by applying the Annual Interest Rate every calendar year

☒ Monthly basis; that is, by applying the Annual Interest Rate, divided by twelve, every month

☐ Daily basis; that is, by applying the Annual Interest Rate, divided by 365, every day

With respect to prepayment, interest for partial years or months shall be computed on a pro-rated basis.

PAYMENT. Borrowers will pay this loan as follows:

☒ Balloon payment of principal, to be paid at end, with monthly interest-only payments

☐ Balloon payment of principal and all accrued interest, to be paid entirely upon final payment

☐ Regular payments of fully amortized principal plus interest

Borrower shall make 24 equal payments to Holder, each in the amount of $            . The first payment is due on                     , 2015, and on the 1st day of each calendar month thereafter.

Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs: then to any late charges; then to any accrued unpaid interest; then to any deferred interest; and then to principal.

Borrower will pay Holder at any such place as Holder may designate.

PAYMENT METHOD. Borrower shall pay this Note on a monthly basis. Borrower shall make payments directly to Holder at Holder’s address.

PREPAYMENT. At any time, Borrower may prepay a portion or the entirety of the principal and interest due under this Note, without penalty or fee. Prepayments will be first applied against accrued interest, then principal. Full prepayment will include payment of all principal plus all interest then due (including partial-month accrued interest) as of the payoff date. Partial prepayments will not, unless agreed to by Holder in writing, relieve Borrower of its obligation to continue to make regular payments under the foregoing payment schedule.

LATE FEE. A 5-day grace period exists. If a scheduled payment is not paid by the Borrower within the grace period, then that payment is deemed delinquent and a 5% late fee on the delinquent payment is assessed.

SECURITY INTEREST. This note is secured by a UCC-1 on all assets of Holder.

DEFAULT EVENT / ACCELERATION. If any scheduled payment remains delinquent and unpaid for 15 days or more, then upon failure of Borrower to cure after the expiration of a 10-day written notice from Holder to Borrower of a delinquency, then said failure to cure constitutes a default event of this note (a “Default Event”). The Holder cannot make itself unavailable, or otherwise refuse to take a payment, in order to cause a Default Event to occur; a Default Event must be non-performance on the Note on the part of the Borrower. If a Default Event does occur, then this Note is accelerated, the entire remaining amount under the Note becomes immediately due. Holder’s failure to exercise any of its remedies in this section, or any other remedy provided by law, upon the occurrence of a Default Event, does not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other Default Event.

GENERAL PROVISIONS.

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BORROWER:

ADOMANI, Inc.

APPROVED