0001493152-25-016582 Sample Contracts

Flux Power Holdings, Inc [●] Shares of Common Stock Pre-Funded Warrants to Purchase [●] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 2nd, 2025 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

Flux Power Holdings, Inc, a Nevada corporation (the “Company”), proposes to issue and sell to Lake Street Capital Markets, LLC, in its capacity as representative of the several underwriters named in Schedule 1 hereto (the “Representative,” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”), an aggregate of [●] shares (the “Underwritten Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company and, at the option of the Underwriters, up to an additional [●] shares of Common Stock (the “Option Shares”). The Company also proposes to issue and sell to the Underwriters pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of [●] shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.001 per share. The terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached as Annex E hereto. The Underwritten Shares and the Option Shares ar

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Form of Pre-Funded Warrant
Pre-Funded Warrant Agreement • October 2nd, 2025 • Flux Power Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

This Pre-Funded Warrant to Purchase Common Stock (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 ______________, 2025 (the “Initial Exercise Date”) until this Warrant is exercised in full or earlier terminated in accordance with Section 4(d) (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 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 3(b).

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