UNDERWRITING AGREEMENT [•] Shares iPower Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • New York
iPower Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”) an aggregate of [•] shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [•] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
This Employment Agreement (the “Agreement”) is entered into as of the 29th day of January, 2021, by and between iPower Inc., a Nevada corporation (the “Company”), and Kevin Vassily, an individual residing at the address set forth on Schedule A hereto (the “Executive”).
RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • April 15th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of October 20, 2020 by and between iPower Inc., a Nevada corporation (the “Company”), and Chenlong Tan (“Purchaser”).
MANAGEMENT CONSULTING AGREEMENTManagement Consulting Agreement • April 15th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENTAssignment and Assumption • October 14th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of October 7, 2022, is entered into by and among iPOWER INC., a Nevada corporation (the “Company” and together with any other Person that joins the Credit Agreement as a Borrower in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party hereto, the Lenders described below, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined) as amended hereby.
STANDARD INDUSTRIAL MULTI-TENANT LEASE – MODIFIED GROSSLease Agreement • January 11th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
This Lease ("Lease"), dated September 1, 2020, is made by and between Rexford Industrial – Nelson, LLC, a Delaware limited liability company (“Landlord”), and the Tenant named below (collectively the “Parties,” or individually a “Party”).
ContractiPower Inc. • February 1st, 2021 • Retail-building materials, hardware, garden supply • California
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
AMENDED & RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT among GLOBAL SOCIAL MEDIA LLC and THE MEMBERS NAMED HEREIN dated as of February 10, 2022 AMENDED & RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • February 14th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
This Amended & Restated Limited Liability Operating Agreement (“Agreement”) of Global Social Media LLC (fka Global Social Marketing LLC), a Nevada limited liability company (the “Company”), is entered into as of February 10, 2022 (the “Effective Date”) by and among the Company, iPower Inc., a Nevada corporation (“IPW”), Bro Angel LLC, a Nevada limited liability company (“Bro Angel”), and each other Person who after the date hereof becomes a Member of the Company and becomes a party to this Agreement by executing a Joinder Agreement, a form of which is attached hereto as Schedule B.
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 21st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
This Equity Purchase Agreement (this “Agreement”), dated as of May 18, 2021, is entered into between Chenlong Tan, an individual (“Seller”), and iPower Inc., a Nevada corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENTCredit Agreement • May 16th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • California
THIS FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2022 (“First Amendment Date”), is entered into by and among iPOWER INC., a Nevada corporation (the “Company” and together with any other Person that joins the Credit Agreement as a Borrower in accordance with the terms thereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party hereto, the Lenders described below, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined) as amended hereby.
Indemnification AgreementIndemnification Agreement • May 5th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
This Indemnification Agreement (this “Agreement”) is entered into by and between iPower, Inc., a Nevada corporation having its principal place of business at 2399 Bateman Avenue, Duarte, California 91010 (the “Company”) on the one hand, and D.A. Davidson & Co., with a place of business listed on the signature page hereto (“D.A. Davidson”), Roth Capital Partners, LLC, with a place of business listed on the signature page hereto, and US Tiger Securities, Inc., with a place of business listed on the signature page hereto (individually an “Underwriter” and together “the Underwriters”) on the other hand effective as of April 26, 2021 (“Effective Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
Subscription. The undersigned (sometimes referred to herein as the “Investor” or “Holder”) hereby subscribe for and agree to purchase the Convertible Notes and Warrants (as defined below) for the purchase price (the “Purchase Price”) set forth on the signature page hereto of iPower, Inc., a Nevada corporation (the “Company”), on the terms and conditions described herein and in Exhibits A, B, C, D, E and F hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company seeks to raise a minimum of $3,000,000 (the “Minimum Offering Amount”) and maximum of $5,000,000 (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $500,000. All references to $ means United States dollars.
iPower, Inc. WARRANT TO PURCHASE COMMON STOCKThese Warrants And • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • New York
iPower, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ____________________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Company Class A common stock, par value $0.001 (“Common Stock”) (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), such number (subject to adjustment as provided herein) of fully paid and non-assessable shares of Common Stock equal to _____ of the shares of Company common stock into which the Company’s Convertible Notes dated January 27,
JOINT VENTURE AGREEMENTJoint Venture Agreement • January 20th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • Delaware
This Joint Venture Agreement (“Agreement”), dated as of January 13, 2022, is entered into by and among Titanium Plus Autoparts, Inc., a [California] corporation ( “TPA”), Tony Chiu (the “TPA Stockholder”), Bin Xiao (“Bin”), and iPower Inc., a Nevada corporation (“IPW”). TPA, the TPA Stockholder, Bin and IPW are hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
LEASE AGREEMENT (Multi-Tenant Industrial Facility)Lease Agreement • August 2nd, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
JOINT VENTURE AGREEMENTJoint Venture Agreement • February 14th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
This Joint Venture Agreement (“Agreement”), dated as of February 10, 2022, is entered into by and among Bro Angel LLC, a Nevada limited liability company ( “Bro Angel”), Jie Shan, an individual (“Shan”), Bing Luo, an individual (“Luo” and together with Shan, the owners of one hundred percent (100%) of the issued and outstanding membership interests of Bro Angel, the “Bro Angel Members”), and iPower Inc., a Nevada corporation (“IPW”). Bro Angel, the Bro Angel Members, and IPW are hereinafter sometimes individually referred to as a “Party” and collectively, as the “Parties.”
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
This Exclusive Business Cooperation Agreement, dated September 4, 2020 (the “Agreement”), is made and entered into by and between the following parties in California, United States of America.
Amended and Restated Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • January 11th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
This Amended and Restated Exclusive Business Cooperation Agreement, dated October 26, 2020 (the “Agreement”), is amending and restating the Exclusive Business Agreement made and entered into by and between the following parties on March 1, 2020 in California, United States of America.
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • Kansas
This Receivables Purchase Agreement is dated November 16, 2020 and is entered into between the Client identified in the Term Sheet and WFC Fund, LLC (“Factor”). Client desires to sell Receivables to Factor and Factor desires to purchase certain Receivables from Client. The parties therefore agree as follows:
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • New York
This Loan and Security Agreement is dated May 3, 2019, and is entered into between the Borrower identified in the Term Sheet and WFC Fund, LLC (“Lender”). Borrower has requested and, subject to the terms and conditions of this Agreement, Lender has agreed to extend, certain Loans to Borrower. The parties therefore agree as follows:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 24th, 2020 • iPower Inc. • Retail-building materials, hardware, garden supply • California
BETWEEN: BizRight, LLC (the "Company"), a company organized and existing under the laws of the State of California, with its head office located at:
FORM OF STOCK PLEDGE AND CONTRIBUTION AGREEMENTForm of Stock Pledge and Contribution Agreement • April 9th, 2024 • iPower Inc. • Retail-building materials, hardware, garden supply • California
THIS STOCK PLEDGE AND CONTRIBUTION AGREEMENT (this “Agreement”), effective as of [ ], 2024, is by and between Chenlong Tan (“Tan”) and Allan Huang (“Huang”) (with Tan and Huang together referred to as the “Debtors”) and iPOWER INC., a Nevada corporation (the “Company” or the “Creditor”), with reference to the following facts:
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Employment ContractEmployment Contract • February 22nd, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply
This Employment Contract (this “Contract”) is entered into by and between the following parties on February 15, 2022, in the city of Shenzhen, the People’s Republic of China (the “PRC”).
LICENSE AGREEMENTLicense Agreement • January 20th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • California
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of the 13th day of January 2022 by and among Titanium Plus Autoparts, Inc., a [California] corporation (“TPA”) Bin Xiao, an individual (“Xiao”), Tony Chiu, an individual (“Chiu”) and Box Harmony, LLC, a Delaware limited liability company (“Licensee”) and (together, the “Parties”).
AMENDMENT NUMBER ONE TO SUBORDINATION AGREEMENTSubordination Agreement • October 14th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply
THIS AMENDMENT NUMBER ONE TO SUBORDINATION AGREEMENT (this “Amendment”) is made and entered into as of October 7, 2022, by White Cherry Limited, an exempted company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Subordinated Creditor”), in favor of the Lenders party to the Credit Agreement (as defined in the Subordination Agreement) and JPMORGAN CHASE BANK, N.A. (in its capacity as administrative agent for the Lenders under the Credit Agreement and its successors and permitted assigns in such capacity, “Administrative Agent”) and acknowledged and agreed to by iPower Inc., a Nevada corporation (the “Company”), the other Loan Parties under the Credit Agreement and the Administrative Agent.
LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENTLoan Authorization and Agreement • November 24th, 2020 • iPower Inc. • Retail-building materials, hardware, garden supply
CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan.
indemnification and lock-up agreementUnderwriting Agreement • May 5th, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • New York
J R ;tt}9 l ¥flt,} } i,J (. Equity Interest Pledge Agreement *JR cr "* "> r n - =f 2 m 1 12 15 Ba $$ A j¾ . f 000 Crl $ " $ 00 " ) : ljilm i - T : This Exclusive Interest Pledge Agreement (this "Agreement") is executed by and among the following...iPower Inc. • February 22nd, 2022 • Retail-building materials, hardware, garden supply
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
Subscription. I (sometimes referred to herein as the “Investor”) hereby subscribe for and agree to purchase the Shares (as defined below) for the purchase price (the “Purchase Price”) set forth on the signature page hereto of iPower, Inc., a Nevada corporation (the “Company”), on the terms and conditions described herein and in Exhibits A, B, C and D hereto (collectively, the “Offering Documents”). Terms not defined herein are as defined in the Offering Documents. The Company seeks to raise a minimum of $250,000 (the “Minimum Offering Amount”) and maximum of $2,000,000] (the “Maximum Offering Amount”) in this Offering. The minimum amount of investment required from any one subscriber to participate in this Offering is $25,000. All references to $ means United States dollars.
EMPLOYMENT AGREEMENT CHIEF EXECUTIVE OFFICEREmployment Agreement Chief Executive Officer • February 1st, 2021 • iPower Inc. • Retail-building materials, hardware, garden supply • California
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 1, 2020 by and between BZRTH INC., a Nevada corporation (the “Company”), and CHENLONG TAN, an individual (the “Executive”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • February 14th, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • Nevada
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is made and entered into as of the 10th day of February 2022 by and among Bro Angel LLC, a Nevada limited liability company (“Bro Angel” or “Licensor”) and Global Social Media LLC, a Nevada limited liability company (“GSM” or “Licensee” and together with Licensor, the “Parties”).
AMENDMENTiPower Inc. • February 22nd, 2022 • Retail-building materials, hardware, garden supply
This Amendment, dated February 16, 2022 is delivered pursuant to Section 4.4 of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Amendment may be attached to that certain Pledge and Security Agreement, dated November 12, 2021, between the undersigned and the other Loan Parties, as the Grantors, and JPMorgan Chase Bank, N.A., as the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Security Agreement”) and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in the
SHARE TRANSFER FRAMEWORK AGREEMENT By and among iPOWER INC. White Cherry Limited Anivia Limited Fly Elephant Limited Dayou Renzai (Shenzhen) Technology Co., Ltd.Share Transfer Framework Agreement • February 22nd, 2022 • iPower Inc. • Retail-building materials, hardware, garden supply • Hong Kong
This Share Transfer Framework Agreement (this “Agreement”) is entered into on February 15, 2022 (the “Execution Date”) in Hong Kong by and among:
iPower, Inc. WARRANT TO PURCHASE PREFERRED STOCKiPower Inc. • February 1st, 2021 • Retail-building materials, hardware, garden supply • New York
iPower, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boustead Securities, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, Series A convertible preferred Company stock, par value $0.001 (“Preferred Stock”), (including any Warrants to purchase shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the date hereof, to the extent permitted by the applicable SEC and FINRA rules, but not after 11:59 p.m., Eastern Time, on the Expiration Date (as defined below), 2,415 (subject to adjustment as provided herein) fully paid and non-assessable shares of Preferred Stock (the “Warrant Shares”). Notwithstanding anything to the contrary herein, upon conversion of the
