Exhibit 4.1


 


THIS
WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.


 


FLUX
POWER HOLDINGS, INC.






 


FORM
OF WARRANT CERTIFICATE


 


	Original Date of Issuance: 	No.: 



 


THIS
WARRANT CERTIFICATE is given in connection with the Credit Facility Agreement dated May 11, 2022 (“Agreement”)
by and among Flux Power Holdings, Inc., a Nevada corporation (the “Issuer”), Cleveland Capital, L.P., and certain
other lenders under the Agreement.


 


This
Warrant Certificate (“Warrant Certificate”) certifies that for value received, _____________, an individual,
or its registered assigns (the “Holder”) is entitled to subscribe for and purchase, during the Term (as hereinafter
defined), the number of Warrants equal to _______(“Warrants”) as determined based on the formula below, each
of which entitles the Holder thereof to purchase during the term, one fully paid and non-assessable share of common stock, $0.001 par
value per share, of the Issuer, at an exercise price per share equal to $2.53 (the “Warrant Price”), as may
be adjusted, subject, however, to the provisions and upon the terms and conditions hereinafter set forth. Capitalized terms used in this
Warrant Certificate and not otherwise defined herein shall have the respective meanings specified in Section 6 hereof.


 


The
number of Warrants that Holder will be entitled to will be based on the following formula:


 


Number
of Warrants = 160,000 x (A/$5,000,000)


 


		A
                                            =	Holder’s
                                            Commitment Amount (as that term is defined in the Agreement).



 


1.
Term. The term of this Warrant Certificate shall commence on the Original Issue Date and shall expire at 6:00 p.m., Eastern
Time, on May 11, 2027 (such period being the “Term”).


 


2. Method
of Exercise; Payment; Issuance of New Warrant Certificate; Transfer and Exchange.


 


(a) Time
of Exercise. The purchase rights represented by this Warrant Certificate may be exercised at any time during the
Term.


 






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(b) Method
of Exercise. Each Warrant shall entitle the Holder to purchase one share of common stock of the Issuer at the Warrant Price. The
Holder hereof may exercise the Warrants, in whole or in part, by the surrender of the Warrant Certificate (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the payment to the Issuer of an amount of consideration
therefor equal to the Warrant Price in effect on the date of such exercise multiplied by the number of shares of Warrant Stock with
respect to which the Warrant Certificate is then being exercised, payable at such Holder’s election by certified or official
bank check or by wire transfer to an account designated by the Issuer.


 


(c)
The Holder may, at its election exercised in its sole discretion, exercise this Warrant and, in lieu of making the cash payment
otherwise contemplated to be made to the Company upon such exercise in payment of the Warrant Price for the Warrant Stock specified
in this Warrant, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock
determined according to the following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


———————


B


 


For
purposes of the foregoing formula:


 


A=
the total number of shares with respect to which this Warrant Certificate is then being exercised.


 


B=
the Closing Price of the Common Stock on the trading day immediately preceding the date of the notification by the Holder to the Company
of a Cashless Exercise.


 


C=
the Warrant Price then in effect at the time of such exercise.


 


(d) Issuance
of Stock Certificates. In the event of any exercise of the Warrants in accordance with and subject to the terms and conditions
hereof, certificates for the shares of Warrant Stock so purchased shall be dated the date of such exercise and delivered to the
Holder hereof within a reasonable time.


 


(e) Transferability
of Warrant. Subject to Section 2(f) hereof, the Warrants may be transferred by a Holder, in whole or in part, without the
consent of the Issuer. If transferred pursuant to this paragraph, the Warrants may be transferred on the books of the Issuer by the
Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant Certificate at the principal office of the
Issuer, properly endorsed (by the Holder executing an assignment in the form attached here to) and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer. This Warrant Certificate is exchangeable at the principal
office of the Issuer for Warrants to purchase the same aggregate number of shares of Warrant Stock, each new Warrant to represent
the right to purchase such number of shares of Warrant Stock as the Holder hereof shall designate at the time of such exchange. All
Warrants issued on transfers or exchanges shall be dated the Original Issue Date and shall be identical with this Warrant
Certificate except as to the number of shares of Warrant Stock issuable pursuant thereto.


 






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(f)
Compliance with Securities Laws.


 


(i)
The Holder of this Warrant Certificate, by acceptance hereof, acknowledges that the Warrants and the shares of Warrant Stock to be
issued upon exercise hereof are being acquired solely for the Holder’s own account and not as a nominee for any other party,
and for investment, and agrees that the Holder will not acquire the Warrant Stock, offer, sell or otherwise dispose of this Warrant
Certificate or any shares of Warrant Stock to be issued upon exercise hereof except pursuant to an effective registration statement,
or an exemption from registration, under the Securities Act and any applicable state securities laws.


 


(ii)
This Warrant Certificate and all certificates representing shares of Warrant Stock issued upon exercise hereof shall be stamped or
imprinted with a legend in substantially the following form:


 


THIS
WARRANT CERTIFICATE, THE WARRANTS, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS
OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.


 


(g) Loss,
Theft, Destruction of Warrants. Upon receipt of evidence satisfactory to the Issuer of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or
security satisfactory to the Issuer or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the
Issuer will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same number of shares of Warrant Stock.


 


(h)
Beneficial Ownership Restrictions. In no event shall the Holder be entitled to exercise any portion of this Warrant if the number of
shares of Common Stock to be issued pursuant to such conversion or exercise, when aggregated with all other shares of Common Stock
owned by the Holder at such time, would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of
the Securities and Exchange Act of 1934, and the rules thereunder) in excess of 9.99% of the then issued and outstanding shares of
Common Stock outstanding at such time; provided, however, that upon the Holder providing the Company with sixty-one (61) days’
notice (the “Waiver Notice”) that the Holder would like to waive this Section 2(h) with regard to any or
all shares of Common Stock issuable upon conversion or exercise of this Warrant, this Section 2(h) shall be of no force or effect
with regard to those shares of Common Stock referenced in the Waiver Notice.


 


3.
Adjustment of Warrant Price and Number of Shares Issuable Upon Exercise. The Warrant Price and the Warrant Share Number shall be
subject to adjustment from time to time as set forth in this Section 3. The Issuer shall give the Holder notice of any event
described below that requires an adjustment pursuant to this Section 3 in accordance with the notice provisions set forth in Section
4.


 



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(a) Recapitalization,
Reorganization, Reclassification, Consolidation, Merger or Sale. In case the Issuer after the Original Issue Date shall do any
of the following (each, a “Triggering Event”): (A) consolidate or merge with or into any other Person and
the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to
consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such
consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or
cash or any other property, or (C) transfer all or substantially all of its properties or assets to any other Person, or (D) effect
a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper
provision shall be made to the Warrant Price and the number of shares of Warrant Stock that may be purchased upon exercise of this
Warrant Certificate so that, upon the basis and the terms and in the manner provided in this Warrant Certificate the Holder of this
Warrant Certificate shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the
extent the Warrants are not exercised prior to such Triggering Event, to receive at the Warrant Price as adjusted to take into
account the consummation of such Triggering Event, in lieu of the Warrant Stock issuable upon such exercise of the Warrants prior to
such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such
Triggering Event if such Holder had exercised the rights represented by this Warrant Certificate immediately prior thereto subject
to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in
this Section 3. Upon the occurrence of a Triggering Event, the Issuer shall notify the Holder in writing of such Triggering
Event and provide the calculations in determining the amount of issuable Securities, cash or property issuable upon exercise of the
new warrant and the adjusted Warrant Price. Upon the Holder’s request, the continuing or surviving corporation as a result of
such Triggering Event shall issue to the Holder a new warrant of like tenor evidencing the right to purchase the adjusted amount of
Securities, cash or property and the adjusted Warrant Price pursuant to the terms and provisions of this Section
3(a)(i).


 


(b) 
Stock Dividends, Subdivisions and Combinations. If at any time the Issuer shall:


 


(i)
make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend
payable in, or other distribution of, shares of Common Stock,


 


(ii)
subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or


 


(iii)
combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,


 


then
(A) the number of shares of Warrant Stock for which this Warrant Certificate is exercisable immediately after the occurrence of any such
event shall be adjusted to equal the number of shares of Warrant Stock which a record holder of the same number of shares of Warrant
Stock for which this Warrant Certificate is exercisable immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (B) the Warrant Price then in effect shall be adjusted to equal (1) the Warrant Price
then in effect multiplied by the number of shares of Warrant Stock for which this Warrant is exercisable immediately prior to the adjustment
divided by (2) the number of shares of Warrant Stock for which this Warrant is exercisable immediately after such adjustment.


 


4. Notice
of Adjustments. Whenever the Warrant Price or Warrant Share Number is adjusted pursuant to Section 3 hereof (for purposes
of this Section 4, each an “Adjustment”), the Issuer shall cause its Chief Financial Officer to
prepare and execute a certificate setting forth, in reasonable detail, the event requiring the Adjustment, the amount of the
Adjustment, the method by which such Adjustment was calculated (including a description of the basis on which the Board made any
determination hereunder), and the Warrant Price and Warrant Share Number after giving effect to such Adjustment, and shall cause
copies of such certificate to be delivered to the Holder of this Warrant Certificate promptly after each Adjustment.


 


5.
Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereof, but in lieu of such
fractional shares, the Issuer shall round the number of shares to be issued upon exercise up to the nearest whole number of
shares.


 






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6. Definitions. For
the purposes of this Warrant Certificate, the following terms have the following meanings:


 


“Board”
shall mean the Board of Directors of the Issuer.


 


“Capital
Stock” means and includes (i) any and all shares, interests, participations or other equivalents of or interests in (however
designated) corporate stock, including, without limitation, shares of preferred or preference stock, (ii) all partnership interests (whether
general or limited) in any Person which is a partnership, (iii) all membership interests or limited liability company interests in any
limited liability company, and (iv) all equity or ownership interests in any Person of any other type.


 


“Closing
Price” means, on any particular date, (a) the last reported closing bid price per share of Common Stock on such date on
the Trading Market, or (b) if there is no such price on such date, the closing bid price on the Trading Market on the date nearest preceding
such date, or (c) if the Common Stock is not then listed or quoted for the Trading Market and if prices for the Common Stock are then
reported in the “pink sheets” published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) if the shares of Common Stock are not
publicly traded, the fair market value of a share of Common Stock as determined by a qualified, independent appraiser selected in good
faith by the Company and reasonably acceptable to the Holder.


 


“Commitment
Amount” shall have the meaning ascribed to it in the Agreement.


 


“Common
Stock” means the common stock, $0.001 par value per share, of the Issuer and any other Capital Stock into which such stock
may hereafter be changed.


 


“Issuer”
means Flux Power Holdings, Inc., a Nevada corporation, and its successors.


 


“Original
Issue Date” means date set forth on face of this Warrant Certificate.


 


“Person”
means an individual, corporation, limited liability company, partnership, joint stock company, trust, unincorporated organization, joint
venture, Governmental Authority or other entity of whatever nature.


 


“Securities”
means any debt or equity securities of any Person, whether now or hereafter authorized, any instrument convertible into or exchangeable
for Securities or a Security, and any option, warrant or other right to purchase or acquire any Security. “Security”
means one of the Securities.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute then in effect.


 


“Term”
has the meaning specified in Section 1 hereof.


 


“Trading
Market” means any nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market on
which the Common Stock is listed or quoted for trading on the date in question.


 


“Warrant
Share Number” means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon
exercise of this Warrant Certificate, after giving effect to all prior adjustments and increases to such number made or required to be
made under the terms hereof.


 






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“Warrant
Stock” means Common Stock issued or issuable upon exercise of any Warrant or Warrants or otherwise issuable pursuant to
any Warrant or Warrants.


 


7.
Amendment and Waiver. Any term, covenant, agreement or condition in this Warrant Certificate may be amended or waived (either
generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Issuer and the
Holder.


 


8.
Governing Law. This Warrant Certificate shall be construed and enforced in accordance with the laws of the State of California without
reference to principles of conflict of law and, in the event of any litigation or other dispute in connection with this Warrant Certificate
or any of the exhibits attached hereto, the venue and jurisdiction of which shall be in Los Angeles County, California.


 


9.
Notices. All notices and other communications given or made pursuant to this Warrant Certificate shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified, (ii) when sent,
if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours,
then on the recipient’s next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt
requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid,
specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties
at the address indicated for such party in the Agreement, or at such other address as such party may designate by ten (10) days advance
written notice to the other party given in the foregoing manner.


 


10.
Successors and Assigns. This Warrant Certificate and the rights evidenced hereby shall inure to the benefit of and be binding
upon the successors and assigns of the Issuer, the Holder hereof and (to the extent provided herein) the holders of Warrant Stock issued
pursuant hereto, and shall be enforceable by any such Holder or holder of Warrant Stock.


 


11.
Modification and Severability. If, in any action before any court or agency legally empowered to enforce any provision contained
herein, any provision hereof is found to be unenforceable, then such provision shall be deemed modified to the extent necessary to make
it enforceable by such court or agency. If any such provision is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this Warrant Certificate, but this Warrant Certificate shall be construed
as if such unenforceable provision had never been contained herein.


 


12.
Titles and Subtitles. The titles and subtitles used in this Warrant Certificate are used for convenience only and are not to be considered
in construing or interpreting this Warrant Certificate.


 


13. Force
Majeure. Neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or
malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or
retrieval systems, labor difficulties, war, or civil unrest.


 






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IN
WITNESS WHEREOF, the Issuer has executed this Warrant Certificate as of the day and year first above written.


 


	 	FLUX
    POWER HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:
    	Ronald
    Dutt
	 	Title:
    	Chief
    Executive Officer


 


	Acknowledged
    and Agreed Upon By:	 
	 	 
	HOLDER	 



 


	 	 
	Name:		 
	Title:		 


 


 



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