ATTACHMENT B


 


Bridge Loan


 


BRIDGE
LOAN


PROMISSORY
NOTE


 


FOR
VALUE RECEIVED, the undersigned, Flux Power, Inc., a California corporation (“Maker”), promises to pay to the
order of Esenjay Investments, LLC, or any successor holder (“Holder”) of this note (“Note”),
at Holder’s office, or such other place as Holder may designate the principal amount of Two Hundred and Fifty Thousand Dollars
($250,000) (“Funds”).


 


1.         Interest.
Holder has transferred as good faith or intends to transfer as soon as practical Funds to Maker. Maker hereby agrees that the Funds
will accrue interest at an annual rate of eight (8) percent.


 


2.         Payments.  All
outstanding principal and interest shall be payable on March 7, 2014 (the “Maturity Date”).


 


3.         Prepayment.  Maker
may pay all or any part of the principal owing on this Note at any time or times prior to maturity without payment of any premium
or penalty.


 


4.         Default.  If
Maker defaults in payment of this Note or in the performance of any obligation in any instrument securing or collateral to this
Note, Holder may declare the unpaid principal balance and earned interest on the Note immediately due. Maker and each surety, endorser,
and guarantor waive all demand for payment, presentation for payment, notice of intention to accelerate maturity, notice of acceleration
of maturity, protest, and notice of protest, to the extent permitted by law.


 


Maker
also promises to pay reasonable attorney’s fees and court and other costs if this note is placed in the hands of an attorney
to collect or enforce the Note. These expenses will bear interest from the date of advance at the annual interest rate on matured,
unpaid amounts. These payments and interest will become part of the Note and will be secured by any security for payment.


 


5.         Collection
Costs.  Upon the occurrence of any default, Maker agrees to pay Holder, upon demand, any and all costs, expenses
and fees, including without limitation, reasonable attorneys' fees incurred before or after suit is commenced in order to enforce
payment hereof, and in the event suit is brought to enforce payment hereof, that such costs, expenses and fees shall be determined
by a court proceeding without a jury.


 


6.         Waiver.  Maker
hereby acknowledges and agrees that the failure by Holder to insist upon Maker's strict performance of this Note or the failure
by Holder to exercise its remedies hereunder shall not be deemed a waiver of such default, and shall not be a waiver by Holder
of any of Holder's rights or remedies hereunder or at law or in equity.


 



    	 



    	 



    

 


7.         Transfer.  This
Note is not transferable by the Holder without the express written permission of Maker which shall not be unreasonably withheld.


 


8.         Governing
Law.  All amounts payable hereunder are payable in lawful money of the United States of America.  This
Note shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts
of laws principles.


 


9.         Representations
and Warranties of Maker.  Maker hereby represents and warrants to Holder as follows:


 


(a)           Maker
has full power, authority and capacity to issue this Note and to perform and comply with all covenants and obligations contained
herein.


 


(b)           This
Note has been duly executed and delivered by Maker and constitutes the legal, valid and binding obligations of Maker, enforceable
against Maker in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally.


 


IN
WITNESS WHEREOF, this Note has been duly executed to be effective as of the 7th day of March, 2012.


 


	Holder:	 	Maker:
	 ESENJAY INVESTMENTS, LLC	 	FLUX POWER, INC.
	 500 N. Water, Suite 1100S	 	2240 Auto Park Way
	Corpus Christi, TX 78471	 	Escondido, CA 92029
	 	 	 
	/s/Michael E. Johnson	 	/s/Chris Anthony
	 Name:  Michael Johnson, Member	 	Name: Chris Anthony, CEO


 


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