WARRANT AGENCY AGREEMENTWarrant Agency Agreement • April 19th, 2023 • Imperalis Holding Corp. • Electrical industrial apparatus • New York
This WARRANT AGENCY AGREEMENT, dated as of April __, 2023 (the “Agreement”), between Imperalis Holding Corp., a Nevada corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 13th, 2021 • Imperalis Holding Corp. • Services-amusement & recreation services • Nevada
This Share Exchange Agreement (this “Agreement”), dated as of February 21, 2018, is by and among Imperalis Holding Corp., a Nevada corporation (the “Parent”) and Dollar Shots Club, Inc., a Nevada corporation (the “Company”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
ASSET PURCHASE AGREEMENT (MOBILE WARRIOR TECHNOLOGY)Asset Purchase Agreement • April 24th, 2006 • Coloured (Us) Inc. • Nevada
COLOURED (US) INC. a company incorporated under the laws of State of Nevada and having a registered address at 502 East John Street, Carson City, Nevada 89706
Reseller AgreementReseller Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
THIS AGREEMENT is made the 6th day of August 2003 B E T W E E N :-Employment Agreement • April 24th, 2006 • Coloured (Us) Inc.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • April 24th, 2006 • Coloured (Us) Inc.
EMCOR HOLDINGS INC., a company incorporated under the laws of the State of Nevada and having an address at 10478 Nieretto Court Rancho Cordova, California 95670
Reseller AgreementReseller Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
LOAN AGREEMENTLoan Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
COMMON STOCK PURCHASE WARRANT IMPERALIS HOLDING CORP.Common Stock Purchase Warrant • April 19th, 2023 • Imperalis Holding Corp. • Electrical industrial apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or his, her or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date commencing Ten (10) Trading Days after the shares of Common Stock have begun trading on a Trading Market (the “Initial Exercise Date”) through the date that shall be on the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”; provided, however that if such date is not a Trading Day, the Termination Date shall be the immediately following Trading Day) but not thereafter, to subscribe for and purchase from Imperalis Holding Corp., a Nevada corporation (the “Company”), up to _____ shares of Common Stock, par value $0.001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock
THIS AGREEMENT is made the 1st day of July 2005 BETWEEN:Support Agreement • April 24th, 2006 • Coloured (Us) Inc. • London
SUBSCRIPTION AGREEMENT EMCOR HOLDINGS INCSubscription Agreement • April 24th, 2006 • Coloured (Us) Inc. • Nevada
SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made effective as of the [ 8th ] day of [April], [2005] between EMCOR HOLDINGS INC a Nevada corporation (the "Company") and the undersigned subscriber (the "Subscriber").
DISTRIBUTION AGREEMENTDistribution Agreement • September 6th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services • California
THIS DISTRIBUTION AGREEMENT is entered into this 20 day of May, 2022 (the “Effective Date”) by TURNONGREEN INC. a Nevada corporation (“TurnOnGreen”), its subsidiaries (together with TurnOnGreen, the “Company”), each Company having a principal place of business at 1421 McCarthy Blvd., Milpitas, CA 95035 and CED National Accounts, a Delaware corporation, having a principal place of business at 1920 Westridge Drive, Irving, Texas 75038, with locations in Yorba Linda, CA, Ft. Worth, TX, Nashville, TN, Salt Lake City, UT and Seattle, WA. (“Distributor”).
SECURITIES PURCHASE AGREEMENT by and among IMPERALIS HOLDING CORP., TURNONGREEN, INC.,Securities Purchase Agreement • March 21st, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 20, 2022 is by and among Imperalis Holding Corp, a Nevada corporation (“IMHC”), TurnOnGreen, Inc., a Nevada corporation (the “Company”), and BitNile Holdings, Inc., a Delaware corporation and the sole shareholder of the Company (the “Parent”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
Imperalis Holding Corp., a Nevada Corporation LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 21st, 2023 • Imperalis Holding Corp. • Electrical industrial apparatus • New York
This LOAN AND SECURITY AGREEMENT is entered into with an effective date as of August 15, 2023, by and between Ault Alliance, Inc., a Delaware corporation (“AAI”) and Imperalis Holding Corp., d/b/a TurnOnGreen, Inc., Nevada corporation (“Borrower”).
DEBT SETTLEMENT AGREEMENTDebt Settlement Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
COLOURED INDUSTRY LIMITED company number 4752451 being a company duly incorporated pursuant to the laws of England and having a registered address of 27 New Bond Street, London, W1S 2RH.
TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – MOBILE WARRIOR TECHNOLOGY)Termination and Release Agreement • April 24th, 2006 • Coloured (Us) Inc.
THE MOBILE WARRIOR TECHNOLOGY PARTNERSHIP LLP a limited liability partnership whose principal address is 4 Bedford Row, London, England (the “Licensor”); and
AMENDMENT TO SECURITIES PURCHASE AGREEMENT DATED SEPTEMBER 5, 2022Securities Purchase Agreement • September 6th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services
This amendment (the “Amendment”) to the Securities Purchase Agreement dated March 20, 2022 (the “SPA”), by and among BitNile Holdings, Inc. (“Parent”), Imperalis Holding Corp. (“IMHC”) and TurnOnGreen, Inc. (“TOGI”, and together with BitNile and IMHC, the “Parties”), is dated September 5, 2022. All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the SPA.
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • December 22nd, 2008 • Coloured (Us) Inc. • Services-amusement & recreation services • British Columbia
This Release and Settlement Agreement ("Settlement Agreement") is dated this 12th day of December, 2008 by and between Coloured (US) Inc., a Nevada corporation (“COUS”) and Karada Ltd., a company incorporated in the Republic of the Marshall Islands (“KL”).
TERMINATION AND RELEASE AGREEMENT (AGENCY EXPLOITATION AGREEMENT – COLOURED INDUSTRY TECHNOLOGY)Termination and Release Agreement • April 24th, 2006 • Coloured (Us) Inc.
THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP 2 LLP a limited liability partnership whose principal address is 4 Bedford Row, London WC1R 4DF, England (the “Licensor”); and
PURCHASE AGREEMENTPurchase Agreement • April 12th, 2023 • Imperalis Holding Corp. • Electrical industrial apparatus • New York
THIS PURCHASE AGREEMENT (“Agreement”) is entered into as of ____, 2023 by and between Imperalis Holding Corp., a Nevada corporation (the “Company”), and FAR Holdings International, LLC, a Delaware limited liability company (the “Investor”).
SHARE PURCHASE AGREEMENT dated as of July 25, 2024 by and among Turnongreen, inc. and GCEF OPPORTUNITY FUND LLC EXHIBITSShare Purchase Agreement • July 31st, 2024 • TurnOnGreen, Inc. • Electrical industrial apparatus • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among TurnOnGreen, Inc., a Nevada corporation having a principal place of business at 1421 McCarthy Blvd. Milpitas, CA 95035 (the “Company”) and GCEF Opportunity Fund, LLC, a Delaware Limited Liability Company having a principal place of business at 780 Deltona Blvd, Suite 202, Deltona, FL 32725 (the “Purchaser” and together with the Company and Purchaser, the “Parties”).
DISTRIBUTION AND RESALE AGREEMENTDistribution Agreement • September 6th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services • New York
This Distribution and Resale Agreement (together with any Addenda, Schedules and Exhibits attached hereto, this “Agreement”) is by and among TurnOnGreen Inc., a Nevada corporation (“TOG”, “Supplier”) both with principal offices located at 1421 McCarthy Blvd., Milpitas CA 95008, and Total Energy Solutions Company, LLC an Indiana based Limited Liability Company (“Tesco”, “Distributor”) with principal offices located at 9955 Crosspoint Boulevard, Suite 100, Indianapolis, IN 46256, (each a “Party” and collectively the “Parties”) for the purchase, resale and distribution of Products (as defined hereinafter) identified in Addendum A, Products and Product Categories, hereto. The Parties hereto agree as follows:
ELECTRIC VEHICLE CHARGER SITE LICENSE AGREEMENTElectric Vehicle Charger Site License Agreement • September 6th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services
This Electric Vehicle Charger Site License Agreement (together with any Exhibits attached hereto, this “Agreement”) is entered into this 23 day of May, 2022 (the "Effective Date") by and among TURNONGREEN INC. a Nevada corporation (“TurnOnGreen”), its subsidiaries (together with TurnOnGreen, the "Company"), each Company having a principal place of business at 1421 McCarthy Blvd., Milpitas, CA 95035 and Sunrise Hills Commercial Association, having a principal place of business at 945 Morning Star Drive, Sonora, CA 95370 (“Association”).
Reseller AgreementReseller Agreement • April 24th, 2006 • Coloured (Us) Inc.
Reseller AgreementReseller Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
THE MOBILE WARRIOR TECHNOLOGY PARTNERSHIP LLP - and -Agency Exploitation Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
DATED 6 August 2003 THE COLOURED INDUSTRY TECHNOLOGY PARTNERSHIP - and - COLOURED INDUSTRY LIMITED AGENCY EXPLOITATION AGREEMENT for the commercial exploitation of the Coloured Industry TechnologyAgency Exploitation Agreement • April 24th, 2006 • Coloured (Us) Inc. • England
AMENDMENT #1 TO THE LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 2nd, 2024 • TurnOnGreen, Inc. • Electrical industrial apparatus
This amendment (the “Amendment”) to the Loan Agreement dated August 15, 2023 (the “Agreement”), entered into by and between Hyperscale Data, Inc., a Delaware corporation (formerly, Ault Alliance, Inc.) (“AAI”) and TurnOnGreen, Inc., a Nevada corporation (formerly, Imperalis Holding Corp.) (the “Borrower”), is dated September 26, 2024. All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement.
MARKETING AGREEMENTMarketing Agreement • September 6th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services • Arizona
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 14th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of September 7, 2022, by and between Imperalis Holding Corp., a Nevada corporation (“IMHC” or the “Parent”) and TurnOnGreen, Inc., a Nevada corporation (“TOGI” or the “Subsidiary”). IMHC and TOGI are collectively referred to as the “Constituent Corporations.”
IMPERALIS HOLDING CORP. WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCKWarrant Agreement • April 12th, 2023 • Imperalis Holding Corp. • Electrical industrial apparatus
THIS CERTIFIES THAT, for value received, FAR Holdings International, LLC, a Delaware limited liability company with an address at 502 Carnegie Center, Suite 104, Princeton, NJ 08540 (the “Holder”), is entitled to subscribe for and purchase from Imperalis Holding Corp., a Nevada corporation with an address at 1421 McCarthy Blvd., Milpitas, CA 95035 (the “Company”), one million (1,000,000) shares (the “Warrant Shares”) of the fully paid and nonassessable common stock, par value $0.001 per share, of the Company (the “Common Stock”), at $0.044 per share (the “Exercise Price”).
Director 20 September 2004Agency Exploitation Agreement • April 24th, 2006 • Coloured (Us) Inc.
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • January 4th, 2007 • Coloured (Us) Inc. • Computer peripheral equipment, nec • Nevada
NOW THEREFORE THIS AGREEMENT WITNESSSES that in consideration of the covenants and agreements set forth below the parties agrees as follows:
