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”).
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.
DISTRIBUTION AND RESALE AGREEMENTDistribution and Resale 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”).
MARKETING AGREEMENTMarketing Agreement • September 6th, 2022 • Imperalis Holding Corp. • Services-amusement & recreation services • Arizona
