Exhibit
10.1


 


THIRD
AMENDMENT TO AMENDED AND RESTATED


SECURED
PROMISSORY NOTE


 


THIS
THIRD AMENDMENT TO AMENDED AND RESTATED SECURED PROMISSORY NOTE (the “Third Amendment”), dated as of June 30,
2020, is entered into by Flux Power, Inc., a California corporation (“Borrower”) and Esenjay Investments, LLC (“Holder”)
(Holder and Borrower each a “Party” and, collectively, the “Parties”).


 


WHEREAS,
in connection with the Second Amended and Restated Credit Facility Agreement, dated October 10, 2019, by and between the Borrower,
Holder, and certain other lenders (the “Credit Facility Agreement”), Borrower and Holder are parties to that certain
Amended and Restated Secured Promissory Note, dated as of March 28, 2019, and as amended on October 10, 2019, and on December
31, 2019 (the “Promissory Note”);


 


WHEREAS,
the maturity date for the Promissory Note is June 30, 2020; and


 


WHEREAS,
the Parties desire to amend the Promissory Note to extend the maturity date from “June 30, 2020” to “December
31, 2020” pursuant to the terms and condition of this Third Amendment.


 


Capitalized
terms used but not defined herein shall have the meaning given to them in the Promissory Note.


 


NOW,
THEREFORE, in consideration of the foregoing premises, the mutual agreements set forth below, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:


 


1.
Amendment to the Promissory Note. It is hereby agreed and understood that the Promissory Note shall be amended as follows:


 


1.1
Maturity Date. Paragraph 2(b) of the Promissory Note is hereby deleted in its entirety and shall, be amended to read in
its entirety as follows:


 


“(b)
Maturity Date. Except as otherwise provided herein, the entire Principal Amount of this Note, together with all accrued
but unpaid interest payable thereon, shall be due and payable in full on the earlier of: (i) December 31, 2020, unless extended
pursuant to the terms of this Note (the “Maturity Date”) or (ii) when such amounts are declared due and payable by
Holder upon or after the occurrence of an Event of Default (as defined below).


 


2.
Accrued Interest to Date. As additional consideration, the Parties agree that all accrued and unpaid interest on the Principal
Amount as of June 30, 2020 shall be converted into the Principal Amount (“Additional Principal Amount”) and shall
earn interest per the Promissory Note.


 



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3. Miscellaneous.


 


3.1
Except as expressly amended and modified by this Third Amendment, the Promissory Note is and shall continue to be in full force
and effect in accordance with the terms thereof.


 


3.2
This Third Amendment may be executed by the parties hereto in counterparts, and all of such counterparts taken together shall
be deemed to constitute one and the same instrument.


 


3.3
This Third Amendment shall be construed in accordance and governed by the internal laws of the state of California.


 


3.4
The headings contained in this Third Amendment are for ease of reference only and shall not be considered in construing this Third
Amendment.


 


[SIGNATURE
PAGE FOLLOWS]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to the Amended and Restated Secured Promissory Note to
be duly executed as of the day and year first written above.


 


	 	BORROWER


 


Flux Power, Inc.,


a California corporation



	 	 	 
	 	By:	/s/
    Ronald F. Dutt
	 	 	Ronald
    Dutt, Chief Executive Officer
	 	 	 
	 	HOLDER


 


Esenjay Investments, LLC



	 	 	 
	 	By:	/s/
    Michael E. Johnson
	 	Name:	Michael
    E. Johnson
	 	Title:	President


 


	Acknowledged:	 
	 	 
	Flux Power Holdings, Inc.,	 
	a Nevada corporation	 
	 	 	 
	By:	/s/ Ronald F. Dutt	 
	 	Ronald Dutt, Chief Executive Officer	 


 






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