SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2021 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 22, 2021, between Flux Power Holdings, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BETWEENCommon Stock Purchase Agreement • June 2nd, 2004 • Multi Tech International Corp • Biological products, (no disgnostic substances) • Nevada
Exhibit 99.1 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • September 1st, 2004 • Multi Tech International Corp • Biological products, (no disgnostic substances) • Nevada
COMMON STOCK PURCHASE WARRANT FLUX POWER HOLDINGS, INC.Common Stock Purchase Warrant • September 23rd, 2021 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Flux Power Holdings, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FLUX POWER HOLDINGS, INC. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • July 30th, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Flux Power Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative’s Warrants (as defined below) and the Representative’s Warrant Shares (as defined below) are collectively referred to as the “Securities.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 12th, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Nevada
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of November 9, 2020 (the “Effective Date”) by and among (i) SILICON VALLEY BANK, a California corporation (“Bank”), (ii) FLUX POWER, INC., a California corporation (“Flux”), and (iii) FLUX POWER HOLDINGS, INC., a Nevada corporation (“Holdings”, and together with Flux, individually and collectively, jointly and severally, the “Borrower”) provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Exhibit I SHARE PURCHASE AGREEMENT This Share Purchase Agreement (Agreement) is entered into this 20 day of January 2000, by and between Morningstar Trust and WFO Trust hereinafter referred to as "Purchaser", and Rick Jesky, a resident of the State of...Share Purchase Agreement • January 26th, 2000 • Oleramma Inc • Biological products, (no disgnostic substances) • Nevada
Exhibit 4.1 INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made and effective this 8th day of August 2004, by and between Jeffrey Revell-Reade ("Consultant") and Multi-Tech International, Corp., a Nevada...Independent Contractor Agreement • November 29th, 2005 • Multi Tech International Corp • Biological products, (no disgnostic substances) • Nevada
FIRST AMENDMENT TO AMENDED AND RESTATED CONSULTING AGREEMENTConsulting Agreement • April 12th, 2001 • Bucktv Com Inc • Biological products, (no disgnostic substances) • Louisiana
CONSULTING AGREEMENTConsulting Agreement • April 12th, 2001 • Bucktv Com Inc • Biological products, (no disgnostic substances) • Nevada
CONSULTING SERVICES CONTRACT WITH CRAFTY CREATIONS, INC. This consulting services agreement ("Consulting Agreement") is made as of this 8th day of May, 2003, by and between the undersigned Crafty Creations, Inc. ("Consultant"), with an office located...Consulting Services Contract • May 19th, 2003 • Multi Tech International Corp • Biological products, (no disgnostic substances)
FLUX POWER HOLDINGS, INC. cOMMON STOCK SALES AGREEMENTSales Agreement • December 21st, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Flux Power Holdings, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as follows:
AGREEMENT FOR THE SALE AND PURCHASE OF TIMBER SAWMILLING EQUIPMENT AND SERVICES Agreement This agreement is dated the twentieth day of May, 2004 and is entered into between: Integrated Forest Products Pty Ltd (ABN 520 83521 966 ) a company...Agreement • May 19th, 2005 • Multi Tech International Corp • Biological products, (no disgnostic substances)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 3rd, 2023 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Illinois
This LOAN AND SECURITY AGREEMENT dated as of July 28, 2023 (the “Agreement”), is executed by and among FLUX POWER HOLDINGS, INC., a Nevada corporation (“Holdings”), whose address is 2685 S. Melrose Drive, Vista, California 92081, FLUX POWER, INC., a California corporation (“Flux” and, together with Holdings, individually and collectively, jointly and severally, “Borrower”), whose address is 2685 S. Melrose Drive, Vista, California 92081, and GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company (the “Lender”), whose address is 400 Skokie Boulevard, Suite 375, Northbrook, Illinois 60062.
WITNESSETHLegal Retention Agreement • April 14th, 2004 • Multi Tech International Corp • Biological products, (no disgnostic substances) • New York
3. Duties. Employee is engaged as the Corporate Secretary of the Company. In such capacities, Employee shall exercise detailed supervision over the operations of the Company subject, however, to control by the Board of Directors. The Employee shall...Employment Agreement • April 29th, 1999 • Oleramma Inc
FLUX POWER HOLDINGS, INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE FLUX POWER HOLDINGS, INC. 2021 EQUITY INCENTIVE PLAN (Non-Executive Director)Restricted Stock Unit Award Agreement • October 21st, 2022 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
To encourage your continued service as __________ of Flux Power Holdings, Inc. (the “Company”) or its subsidiary, you have been granted this restricted stock unit award (the “Award”) pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). The Award represents the right to receive shares of common stock (the “Shares”), par value $0.001 per share, of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this “Agreement”).
EXHIBIT 10(b)(i) EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND RICK JESKY DATED OCTOBER 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of the 1st day of October 1998, by and between OLERAMMA, INC., a...Employment Agreement • July 13th, 1999 • Oleramma Inc • Biological products, (no disgnostic substances) • Arizona
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 23rd, 2024 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2024 with an employment date of March 4, 2024 (the “Effective Date”), by and between Flux Power Holdings, Inc., a Nevada corporation with its principal place of business at 2685 S. MELROSE DRIVE, VISTA CA 92081 (the “Company”), and Kevin S. Royal, an individual residing in the state of California (“Employee”). Employee and the Company also referred to herein each as a “party” and collectively as “parties”
CONSULTING AGREEMENTConsulting Agreement • August 17th, 2000 • Bucktv Com Inc • Biological products, (no disgnostic substances) • Nevada
FLUX POWER HOLDINGS, INC. UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • October 7th, 2014 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Nevada
THIS UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between Flux Power Holdings, Inc., a Nevada corporation (the “Company”), and the person or entity executing the Agreement (the “Investor”). In this Agreement, the pronoun “it” means “he, “she,” or “it,” as appropriate.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 9th, 2019 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Nevada
This Indemnification Agreement (this “Agreement”) is effective as of April 4, 2019, (the “Effective Date”) by and between Flux Power Holdings, Inc., a Nevada corporation (the “Company”), and (“Indemnitee”) and the parties hereby agree as follows:
Lock-Up AgreementLock-Up Agreement • July 30th, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
CONSULTING AGREEMENTConsulting Agreement • August 17th, 2000 • Bucktv Com Inc • Biological products, (no disgnostic substances) • Nevada
Exhibit 10.5Business Consultant Agreement • April 14th, 2004 • Multi Tech International Corp • Biological products, (no disgnostic substances)
FLUX POWER HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 21st, 2022 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
Pursuant to the terms and conditions of the Flux Power Holdings, Inc. 2021 Equity Incentive Plan (the “Plan”) and this Incentive Stock Option Agreement, together with the attached Terms and Conditions, which are incorporated herein by reference (the “Agreement”), you have been granted an Incentive Stock Option to purchase __________ shares of common stock (this “Option”) as outlined below.
FLUX POWER HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • December 28th, 2018 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated December [___], 2018, is entered into by and between Flux Power Holdings, Inc., a Nevada corporation (the “Company”), and the person or entity executing the Agreement (the “Investor”). In this Agreement, the pronoun “it” means “he, “she,” or “it,” as appropriate.
Exhibit 10.6Business Consultant Agreement • April 14th, 2004 • Multi Tech International Corp • Biological products, (no disgnostic substances)
SECOND AMENDMENT TO THE SECURED PROMISSORY NOTESecured Promissory Note • January 6th, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
THIS SECOND AMENDMENT TO SECURED PROMISSORY NOTE (the “Second Amendment”), dated as of December 31, 2019, is entered into by Flux Power, Inc., a California corporation (“Borrower”) and ________________ (“Holder”). Holder and Borrower, each a “Party” and collectively, the “Parties”.
R E C I T A L SConsulting Agreement • March 28th, 2000 • Oleramma Inc • Biological products, (no disgnostic substances) • Nevada
Prototype AgreementPrototype Agreement • October 24th, 2012 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This prototype agreement and related Schedules (the “Agreement”) is entered into effective as of February 6, 2012 ("Effective Date") by and between Flux Power, Inc. (“Flux”), with a principal place of business located at 2240 Auto Park Way Escondido, CA 92029, and NACCO Materials Handling Group, Inc. (“NMHG”), with a principal place of business located at 4000 N.E. Blue Lake Road Fairview OR 97024, hereinafter referred together as (“Parties”).
AMENDED AND RESTATED SECURED PROMISSORY NOTESecurity Agreement • April 2nd, 2019 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
This Note is made and delivered by Borrower to Holder pursuant to the terms of the Credit Facility Agreement. Under the Credit Facility Agreement, Holder, at its sole discretion and along with other Lenders (as defined in the Credit Facility Agreement), agreed to advance funds up to a maximum of Seven Million Dollars ($7,000,000) to Borrower, from time to time, to be used by Borrower to purchase inventory and related operational support expenses. All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Credit Facility Agreement.
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • September 4th, 2020 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of August 31, 2020, is by and among Flux Power, Inc., a California corporation (the “Company”), Esenjay Investments, LLC, Cleveland Capital, L.P., Otto Candies, Jr., Paul Candies, Brett Candies, Winn Interest, Ltd., and Tabone Family Partnership (as assignee to the interests, rights and obligations of Helen M. Tabone*), and additional parties that join this Agreement as a secured party pursuant to Section 17(k) (each a “Secured Party,” and collectively, the “Secured Parties”), and Esenjay Investments, LLC, in its capacity as the “Collateral Agent” (as defined in Section 1 herein below).
RADIATA FORESTRY SERVICES LIMITED ACN 106 099 941 ("RFS") AND INTEGRATED FOREST PRODUCTS PTY LIMITED ACN 52083521966 ("Purchaser") PINE LOG SALE AGREEMENTPine Log Sale Agreement • May 19th, 2005 • Multi Tech International Corp • Biological products, (no disgnostic substances) • New South Wales
CONSULTING AGREEMENTConsulting Agreement • February 23rd, 2024 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • California
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of February 22, 2024, by and between Flux Power Holding, Inc., a Nevada corporation (the “Company”), and Charles A. Scheiwe (“Scheiwe”).
