Exhibit 10.2


 


AMENDMENT NUMBER ONE TO


SUBORDINATION AGREEMENT


 


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.


 


RECITALS


 


WHEREAS, Subordinated Creditor
previously entered into that certain Subordination Agreement, dated as of March 9, 2022 (the “Subordination Agreement”).


 


1.                 
DEFINITIONS. All terms which are defined in the Subordination Agreement shall have the same definition when used herein
unless a different definition is ascribed to such term under this Amendment, in which case, the definition contained herein shall govern.


 


AMENDMENT. The Subordination
Agreement is amended in the following respects:


 


(a)              
Amend Definition of Payment Conditions. Effective as of the date of this Amendment, the definition of “Payment
Conditions” contained in Section 2 of the Subordination Agreement is amended in its entirety as follows:


 


“Payment
Conditions” shall be deemed to be satisfied in connection with a Permitted Payment if: (a) no Event of Default under the Credit
Agreement or other Loan Documents (as defined in the Credit Agreement) has occurred and is continuing or would result immediately after
giving effect to such Permitted Payment and (b) immediately after giving effect to and at all times during the 30-day period immediately
prior to such Permitted Payment, the Borrowers shall have Excess Availability (as defined in the Credit Agreement) calculated on a pro
forma basis after giving effect to such Permitted Payment of not less than $7,500,000.


 


2.                 
LIMITED EFFECT. Except for the specific amendments contained in this Amendment, the Subordination Agreement shall remain
unchanged and in full force and effect.


 


JURISDICTION; VENUE; JURY
TRIAL WAIVER. The provisions of Sections 19, 20, 21 and 22 of the Subordination Agreement are hereby incorporated by reference, mutatis
mutandis.


 


3.                 
COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute
but one and the same Amendment.


 


[signature page follows]


 


 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this Amendment as of the date first above written.


 


	 	
    WHITE CHERRY LIMITED, an exempted company duly incorporated
and validly existing under the laws of the British Virgin Islands, as Subordinated Creditor 

     

    By: /s/ Li Zanyu                              

    Name: Zanyu Li

    Title: _____________________

     



 


 


 


 


 


 


 


 


 


Amendment Number One to Subordination Agreement


 


 






    	 	 	 



     


    

 


 


 


ACKNOWLEDGED AND
AGREED TO


AS
OF THE DATE FIRST WRITTEN ABOVE:


 


	
    JPMORGAN CHASE BANK, NATIONAL

    ASSOCIATION, as Administrative
    Agent, for itself

    and the other Lenders

     

     

    By: /s/
    C. Hayes Blackwood                        

    Name: C.
    Hayes Blackwood

    Title:
    Authorized Officer



 


 


 


 


 


 


Amendment Number One to Subordination Agreement


 


 






    	 	 	 



     


    

 




 


Each Loan Party hereby acknowledges
receipt of a copy of the foregoing Amendment Number One to Subordination Agreement, waives notice of acceptance thereof by the Administrative
Agent or any other Senior Debt Holder, and agrees to be bound by the terms and provisions thereof, to make no payments or distributions
contrary to the terms and provisions thereof, and to do every other act and thing necessary or appropriate to carry out such terms and
provisions. Each Loan Party further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the
foregoing Amendment Number One to Subordination Agreement.


 


ACKNOWLEDGED AND AGREED
TO 


AS OF THE DATE FIRST
WRITTEN ABOVE:


 


LOAN PARTIES:


 


	
    IPOWER INC.,

    a Nevada corporation

    

    

    By: /s/ Kevin Vassily                               

    Name: Kevin Vassily

    Title: Chief Financial Officer

     

     

	
    GLOBAL PRODUCT MARKETING INC.,

    a Nevada corporation

    

    

    By: /s/ Kevin Vassily                             

    Name: Kevin Vassily 

    Title: Chief Financial Officer

      

     

    E MARKETING SOLUTION INC.,

    a California corporation

    

    

    By: /s/ Kevin Vassily                            

    Name: Kevin Vassily 

    Title: Chief Financial Officer 



 


 


 


 


Amendment
Number One to Subordination Agreement