0001144204-12-035294 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry • Nevada

This Indemnification Agreement (this “Agreement”) is effective as of June 14, 2012, (the “Effective Date”) by and between Flux Power Holdings, Inc., a Nevada corporation (the “Company”), and Chris Anthony (“Indemnitee”) and the parties hereby agree as follows:

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Amendment No. 1 to the Securities Exchange Agreement
Securities Exchange Agreement • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry

This Amendment No. 1 to the Securities Exchange Agreement (“Amendment”) is entered into on June 14, 2012 by and among Flux Power Holdings, Inc., formerly Lone Pine Holdings, Inc., a Nevada corporation (the “Corporation”), Flux Power, Inc., a California corporation (“Flux Power”) and its shareholders, Mr. Christopher Anthony, Esenjay Investments LLC, and Mr. James Gevarges (collectively the “Flux Shareholders”), pursuant to which the parties hereby agree to amend Section 2.3 of that certain Securities Exchange Agreement dated as of May 18, 2012 by and among the Corporation, Flux Power and the Flux Shareholders, to read in its entirety as follows:

AMENDED AND RESTATED OF TERMS OF EMPLOYMENT
Terms of Employment • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry • California

This Amended and Restated of Terms of Employment (the "Agreement") is made effective on this 1st day of January, 2010 (the "Effective Date") by and among Flux Power, Inc, a California based Corporation (the “Company”) located at 2755 Dos Aarons Way Suite #A Vista, CA 92081 and Chris Anthony (“Employee and/or I”), with a home address of 13209 Avenida Grande, San Diego, CA 92129.

Prototype Agreement
Prototype Agreement • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry • California

This prototype agreement and related Schedules (the “Agreement”) is entered into effective as of February 6, 2012 ("Effective Date") by and between Flux Power, Inc. (“Flux”), with a principal place of business located at 2240 Auto Park Way Escondido, CA 92029, and NACCO Materials Handling Group, Inc. (“NMHG”), with a principal place of business located at 4000 N.E. Blue Lake Road Fairview OR 97024, hereinafter referred together as (“Parties”).

June 14, 2012
Consulting Agreement • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry • New York

This letter agreement (“Agreement”) serves to confirm the agreement entered into between us whereby Flux Power Holdings, Inc., a Nevada corporation (“Flux” or the “Company”) retains Baytree Capital Associates LLC, a Delaware limited liability company, (the “Consultant”) as the Company’s non-exclusive financial advisor for a period of twenty-four (24) months to perform business and financial consulting services for the Company, unless terminated pursuant to the terms of this Agreement This Agreement is intended to be executed at the closing of the acquisition of Flux Power, Inc. (“Flux”) by Flux Power Holdings, Inc., (formerly known as Lone Pine Holdings, Inc.). As part of its duties, the Consultant shall, use its best efforts to provide advice and guidance in the following areas

TERMS OF EMPLOYMENT
Employment Agreement • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry • California

This Employment Agreement (the "Agreement") is made effective on this 12th day of January, 2012 (the "Effective Date") by and among Flux Power, Inc, a California based Corporation (the “Company”) located at 2240 Auto Park Way, Escondido, CA 92029 and Steve Jackson (“Employee and/or I”), with a home address of 5105 Benton Place San Diego, CA 92116.

MANUFACTURING IMPLEMENTATION AGREEMENT
Manufacturing Agreement • June 18th, 2012 • Flux Power Holdings, Inc. • Forestry • California

This DEVELOPMENT AGREEMENT (hereinafter referred to as this “Agreement”) is entered into this 1st day of August, 2009 (hereinafter referred to as “Effective Date”), by and between LHV Power Corporation (hereinafter referred to as “LHV”), a California corporation having its principal place of business at 10221 Buena Vista Santee, CA 92071, and Flux Power Inc., a California corporation with offices at 2240 Auto Pkwy Escondido CA 92029 (hereinafter referred to as “Flux”).

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