Exhibit
10.1


 


LOAN
CONVERSION AGREEMENT


 


This LOAN CONVERSION
AGREEMENT (this “Agreement”), dated September 3, 2015 (the “Effective Date”), is made and entered into
by and between Flux Power Holdings, Inc., a Nevada corporation (“Flux Holdings”), Flux Power, Inc., a California corporation
(“Flux Power” and together with Flux Holdings, the “Company”) and Esenjay Investments, LLC (“Esenjay”).
In this Agreement, the pronoun “it” means “he,” “she,” or “it,” as appropriate.
The Company and Esenjay are collectively referred to as the “Parties.”


 


RECITALS


 


WHEREAS, Esenjay has
previously provided loans to the Company pursuant to the Secondary Revolving Promissory Note, the Bridge Loan Promissory Note and
the Unrestricted Line of Credit (collectively, the “Loans”);


 


WHEREAS, the total
principal amount outstanding under the Loans as of September 3, 2015 is $2,000,000, plus $46,841 in accrued interest, and such
amounts represents all of the outstanding amounts owed and due to Esenjay as of the Effective Date (the “Debt”);


 


WHEREAS, the Loans
are all due on December 31, 2015 (“Maturity Date”);


 


WHEREAS, as a result
of the Debts, the Company is highly leveraged and has a total stockholders’ deficit of approximately $1,289,000 at March
31, 2015;


 


WHEREAS, the foregoing
and the approaching Maturity Date have continued to negatively impact the Company's ability to attract investors;


 


WHEREAS, the Company
has requested that Esenjay to convert all of its Debt into common stock (“Common Stock”), of the Flux Holdings as set
forth herein;


 


WHEREAS, to induce
Esenjay to convert the Debt into Common Stock now, the Company is willing to reduce the conversion rate from $0.30 to $0.04, which
is the 20 trading days average trading price of the Common Stock at September 2, 2015;


 


WHEREAS, Esenjay desires
to convert the Debt into shares of Common Stock at the reduced conversion rate of $0.04 per share, resulting in issuance of a total
of 51,171,025 shares of Common Stock.


 


NOW, THEREFORE, in
consideration of the promises and of the mutual representations, warranties, covenants, and agreements set forth in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:


 


SECTION 1


DEBT CONVERSION


 


1.1Debt Conversion.
Esenjay hereby agrees to convert the all of the principal and accrued interest on its Loans into shares of Common Stock (“Shares”)
at a conversion price of $0.04 per share (“Debt Conversion”).


 






     


     


    

 


1.2Closing.
Upon delivery of this executed Agreement, the Company will cause the cancellation of the Debt to be reflected in the books and
record of the Company, and will deliver to Esenjay, at the address set forth on the signatory page, a stock certificate representing
the number of Shares to which Esenjay is entitled to as a result of the Debt Conversion.


 


SECTION 2


REPRESENTATION AND WARRANTIES


 


2.Representations and Warranties
of Esenjay. Esenjay hereby represents and warrants to the Flux Holdings as follows


 


2.1Organization,
Authority. Esenjay is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization with the requisite corporate or partnership or other power and authority to enter into and to consummate the transactions
contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The acquisition by Esenjay
of the Shares hereunder has been, duly authorized by all necessary corporate, partnership or other action on the part of Esenjay.
This Agreement has been duly executed and delivered by Esenjay and constitutes the valid and binding obligation of Esenjay, enforceable
against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 


2.2Investment
Representations. In connection with the acquisition of the Shares, Esenjay, makes the following representations:


 


(a)               
Investment for Own Account. Esenjay is acquiring the Shares for its own account, not as nominee or agent, and not with a
view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended (the “Securities Act”). Esenjay has no present intention of selling, granting any participation
in, or otherwise distributing the Shares. Esenjay does not have any contract, undertaking, agreement or arrangement with any person
to sell, transfer or grant participation in any of the Shares to such person or to any third person.


 


(b)              
SEC Documents. The Company has made available to Esenjay through the SEC’s EDGAR system, true and complete copies
of the Flux Holdings’ most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2014 and Form 10-Qs for the
quarter ended September 30, 2014, December 31, 2014, and March 31, 2015, and all other reports filed by Flux Holdings pursuant
to the Exchange Act since the filing of the Form 10-Q for the quarter ended March 31, 2015, and prior to the date hereof (collectively,
the “SEC Documents”). Esenjay has received, read and fully understands the SEC Documents. In making its decision to
acquire the Shares, Esenjay acknowledges that it has made its own independent decision and has not relied upon any representations
made by any other person. Esenjay recognizes that an investment in the Shares involves substantial risks and is fully cognizant
of and understands all of the risk factors related to the acquisition of the Shares, including but not limited to, those risks
set forth in the section of the SEC Documents entitled “RISK FACTORS.”


 


(c)               
Esenjay Status. At the time Esenjay was offered the Shares and at the date hereof, it was an “accredited investor”
as defined in Rule 501(a) under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a)
under the Securities Act. Esenjay is not a registered broker dealer registered under Section 15(a) of the Exchange Act, or a member
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or an entity engaged in the business of being a broker
dealer. Esenjay is not affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a member of FINRA
or an entity engaged in the business of being a broker dealer.


 






     


     


    

 


(d)              
Representations and Reliance. Esenjay understands that the Shares are being offered and sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that Flux Holdings is
relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Esenjay
set forth herein and in Esenjay Suitability Questionnaire, as previously provided to Flux Holdings to which there is not material
change (“Suitability Questionnaire”), to determine the applicability of such exemptions and the suitability of Esenjay
to acquire the Shares. All information which Esenjay has provided to Flux Holdings, including but not limited to all information
given herein and in Esenjay Suitability Questionnaire or otherwise, concerning itself, Esenjay status, address, residence, financial
position and knowledge and experience of financial and business matters are correct and complete, and that if there should be any
material change in such information Esenjay will immediately provide Flux Holdings with such information. Esenjay will promptly
notify the Flux Holdings of any material fact or circumstance that would cause any of the foregoing representations to be untrue,
incomplete, or misleading.


 


(e)               
Restricted Securities. Esenjay understands that the Shares Esenjay is acquiring are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from Flux Holdings in a transaction not involving a public
offering and that under such laws and regulations such securities may be resold without registration under the Securities Act only
in certain limited circumstances. Esenjay is familiar with Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act. Esenjay also acknowledges that Flux Holdings was a former “shell company”
(as defined in Rule 12b-2 under the Exchange Act) and as Esenjay understands Rule 144 is not currently available for the sale of
the Shares and may never be so available.


 


(f)               
Transfer Restrictions; Legends. Esenjay understands that (i) the Shares have not been registered under the Securities Act;
(ii) the Shares are being offered and sold pursuant to an exemption from registration, based in part upon Flux Holdings’
reliance upon the statements and representations made by Esenjay, and that the Shares must be held by Esenjay indefinitely, and
that Esenjay must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from such registration; and (iii) each Certificate representing the Shares will
be endorsed with a legend substantially in the following form until the earlier of (1) such date as the Shares have been registered
for resale by Esenjay or (2) the date the Shares are eligible for sale under Rule 144.


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
UNLESS SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES


 


ACT, THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


(g)               
No Public Market. Esenjay understands and acknowledges that although the Flux Holdings is currently traded on the OTC, no
public market now exists for any of the Shares and that the Flux Holdings has made no assurances that a public market will ever
exist for the Shares.


 






     


     


    

 


(h)              
No Transfer. Esenjay covenants not to dispose of any of the Shares other than in conjunction with an effective registration
statement under the Securities Act or in compliance with Rule 144 or pursuant to another exemption from registration or to an entity
affiliated with Esenjay and other than in compliance with the applicable securities regulations laws of any state.


 


(i)                
Investment Experience. Esenjay acknowledges that it is able to bear the economic risk of Esenjay’s investment, including
the complete loss thereof. Esenjay has a preexisting personal or business relationship with the Company or one or more of its officers,
directors or other persons in control of the Company, and Esenjay has such knowledge and experience in financial or business matters
that it is capable of evaluating the merits and risks of the investment in the Shares.


 


(j)                
General Solicitation. Esenjay is not acquiring the Shares as a result of any advertisement, article, notice or other communication
regarding the Shares published in any newspaper, magazine or similar media or broadcast over the television or radio or presented
at any seminar or any other general solicitation or general advertisement. Esenjay will not issue any press release or other public
statement with respect to the transactions contemplated by this Agreement without the prior written consent of Flux Holdings. Other
than to other parties to this Agreement, Esenjay has maintained and will continue to maintain the confidentiality of all disclosures
made to Esenjay in connection with this transaction, including the existence and terms of this transaction.


 


2.3No Investment,
Tax or Legal Advice. Esenjay understands that nothing in the SEC Documents, this Agreement, or any other materials presented
to Esenjay in connection with the acquisition and sale of the Shares constitutes legal, tax or investment advice. Esenjay has consulted
such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its
acquisition of Shares.


 


2.4Disclosure
of Information. Esenjay understands that no United States federal or state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Shares. Esenjay has reviewed the documents publicly filed by Flux
Holdings with the SEC and has read and understands the risk factors disclosed therein. Esenjay has received all the information
it considers necessary or appropriate for deciding whether to acquisition the Shares. Esenjay is solely responsible for conducting
its own due diligence investigation of the Company.


 


2.5Additional
Acknowledgement. Esenjay acknowledges that it has independently evaluated the merits of the transactions contemplated by this
Agreement, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying on any
advice from or evaluation by any other person. Esenjay acknowledges that, if it is a client of an investment advisor registered
with the SEC, Esenjay has relied on such investment advisor in making its decision to acquisition Shares pursuant hereto.


 


2.6No Short Position
As of the date hereof, and from the date hereof through the date of the Closing, Esenjay acknowledges and agrees that it does not
and will not (between the date hereof and the date of the Closing) engage in any short sale of the Flux Holdings’ voting
stock or any other type of hedging transaction involving the Flux Holdings’ securities (including, without limitation, depositing
shares of the Flux Holdings’ securities with a brokerage firm where such securities are made available by the broker to other
customers of the firm for purposes of hedging or short selling the Flux Holdings’ securities).


 


2.7. Debt.
As of the date hereof, the Debt set forth on Exhibit A represents all amounts owed to Esenjay by the Company under the Loans.


 






     


     


    

 


SECTION 3


RELEASE; INDEMNIFICATION


 


3.1General Release. In consideration
of the conversion of the Debt into the Shares, Esenjay hereby releases and forever discharges Company, their respective assigns,
partners, shareholders, subsidiaries, related entities, predecessors, successors, officers, directors, trustees, managers, agents,
employees, and affiliates, from any and all claims, suits, demands, actions, causes of action, obligations, liabilities, expenses,
costs, attorneys’ fees, liens of any kind or nature, and losses or damages whatsoever of any kind which in any way relate
to or arise out of the Loans in connection with the Debt.


 


3.2Indemnification.
Esenjay agrees to indemnify and hold the Company and any person, if any, who controls the Company, within the meaning of Section
15 of the Securities Act, and the Company’s officers, general partners, managers, partners, directors, agents, attorneys,
and affiliates harmless from and against all damages, losses, costs and expenses, including reasonable attorneys’ fees and
expenses reasonably incurred in the investigation or preparation in defense of any litigation commenced or threatened or any claim
whatsoever, which they may incur by reason of the failure by Esenjay to comply with the terms and conditions of this Agreement,
or by reason of any misrepresentation or breach of any warranty or covenant made by Esenjay herein, or in any document provided
by Esenjay to the Company in connection with the conversion of the Debt. Esenjay further agrees that the provisions of this Section
will survive (a) the sale, transfer or any attempted sale or transfer of all or a portion of the Shares and (b) the death of Esenjay.


 


SECTION 4


MISCELLANEOUS


 


4.1Governing
Law. This Agreement shall be governed in all respects by the laws of California, without regard to the body of conflicts of
law. Esenjay hereby agrees that any suit, action, or proceeding arising out of or relating to this Agreement, any amendments or
any replacements hereof, and any transactions or agreements relating hereto will be brought in the courts of, or the Federal courts
in, the State of California, County of San Diego, and Esenjay hereby irrevocably consents and submits to the jurisdiction of such
courts for the purposes of any such suit, action or proceeding, and Esenjay agrees that service of process on Esenjay in such suit,
action or proceeding may be made in the same way as is prescribed by this Agreement for other notices. Esenjay hereby waives, and
agrees not to assert against the Company or any assignee thereof, by way of motion, as a defense, or otherwise, in any such suit,
action or proceeding, (a) any claim that it is not personally subject to the jurisdiction of the above named courts or that its
property is exempt or immune from setoff, execution or attachment, either prior to judgment or in execution thereof, and (b) to
the extent permitted by applicable law, any claim that such suit, action or proceeding is brought in an inconvenient forum or that
the venue of suit, action or proceeding is improper or that this subscription agreement or any amendments or any replacements hereof
may not be enforced in or by such courts. Venue for such actions as set forth above is intended to be inclusive.


 


4.2Survival.
The representations, warranties, covenants and agreements made herein shall survive any investigation made by Esenjay and the closing
of the transactions contemplated hereby.


 


4.3Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.


 






     


     


    

 


4.4Entire Agreement;
Amendment. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the
subjects hereof and thereof. This Agreement may only be amended or waived by a writing signed by all parties to this Agreement.


 


4.5Notices,
Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to Esenjay, at the address
set forth on the signature page, or at such other address as Esenjay shall have furnished to the Company in writing, or (b) if
to the Company, one copy should be sent to its address set forth on the signature page hereto, or at such other address as the
Company shall have furnished to Esenjay. If notice is provided by mail, notice shall be deemed to be given upon proper deposit
in the mail (and if outside the United States, sent by airmail).


 


4.6Waiver.
Any failure of any party to this Agreement to comply with any of its obligations, agreements, or conditions hereunder may be waived
in writing by the party to whom such compliance is owed. The failure of any party to this Agreement to enforce at any time any
of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or a waiver of the right
of such party thereafter to enforce each and every such provision. No waiver of any breach of or noncompliance with this Agreement
shall be held to be a waiver of any other or subsequent breach or noncompliance.


 


4.7Expenses.
The Company and Esenjay shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby.


 


4.8Counterparts.
This Agreement may be executed in any number of counterparts, all of which together shall constitute one instrument.


 


4.9Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall
be effective if it materially changes the economic benefit of this Agreement to any party.


  


 








	ESENJAY:	 	COMPANY:
	 	 	 	 	 
	Esenjay Investments, LLC	 	Flux Power Holdings Inc.
	 	 	 	 	 
	By:	/s/ Michael Johnson	 	By:	/s/ Ron Dutt
	Name: 	Michael Johnson, Manager	 	Name: 	Ron Dutt
	 	 	 	Title:	CEO
	 	 	 	 	 
	 	 	 	Flux Power, Inc.
	 	 	 	 	 
	Address:  	500 N. Water Street, Suite 1100S	 	By:	/s/ Ron Dutt
	 	Corpus Christi, Texas 78401	 	Name: 	Ron Dutt
	 	 	 	Title:	CEO