PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 23rd, 2024 • VivoPower International PLC • Electric & other services combined • New York
VivoPower International Plc The Scalpel, 18th Floor, 52 Lime Street London EC3M 7AF United Kingdom Attention: Kevin ChinPlacement Agent Agreement • August 2nd, 2022 • VivoPower International PLC • Electric & other services combined • New York
This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as the sole placement agent (“Placement Agent”), and VivoPower International Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of ordinary shares (the “Shares”), nominal value, $0.012 per share (the “Ordinary Shares”), pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”) and Series A warrants to purchase Ordinary Shares (the “Series A Warrants,” and collectively with the Shares and the Pre-Funded Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Shares and Pre-Funded Warrants shall be offered and sold under the Company’s registration statement on Form F-3
Vivopower International PLC Up to $20,000,000 of Ordinary Shares Equity Distribution AgreementEquity Distribution Agreement • November 12th, 2021 • VivoPower International PLC • Electric & other services combined • New York
Vivopower International PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell through A.G.P./Alliance Global Partners (the “Agent”), as sales agent, ordinary shares, nominal value $0.012 per share (“Ordinary Shares”), of the Company having an aggregate offering price of up to $20,000,000 on terms set forth herein (the “Shares”). The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.
PURCHASE WARRANT VIVOPOWER INTERNATIONAL PLCSecurity Agreement • June 13th, 2023 • VivoPower International PLC • Electric & other services combined
THIS PURCHASE WARRANT (the “Warrant”) certifies that, for value received, the ASEAN Foundation 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 [ ], 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2029 (the “Termination Date”), but not thereafter, to subscribe for and purchase from VivoPower International PLC, a public limited company incorporated under the law of England and Wales (the “Company”), up to 869,411 ordinary shares, nominal value $0.012 (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is to purchase Ordinary Shares (the “Warrants”) pursuant to that certain Subscription Agreement, dated as of June 9, 2023 (the “Subscription Date”) by and between the Company and investors party thereto.
Vivopower International PLC Up to $50,000,000 of Ordinary Shares Equity Distribution AgreementEquity Distribution Agreement • December 11th, 2020 • VivoPower International PLC • Electric & other services combined • New York
Vivopower International PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, ordinary shares, nominal value $0.012 per share (“Ordinary Shares”), of the Company having an aggregate offering price of up to $50,000,000 on terms set forth herein (the “Shares”). The Shares consist entirely of authorized but unissued Ordinary Shares to be issued and sold by the Company.
VIVOPOWER INTERNATIONAL PLC UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2020 • VivoPower International PLC • Electric & other services combined • New York
The undersigned, VivoPower International PLC., a public limited company incorporated under the laws of England and Wales (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;”), for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”), an aggregate of ____________ Ordinary Shares, nominal value $0.012 per share (the “Firm Shares”) of the Company (“Ordinary Shares”), and, at the election of the Representative, up to an additional _____________ Option Shares (as defined herein and collectively with the Firm Shares, the “Shares”). The offering and sale of the securities contemplated by this Agreement is referred to herein as the “Offering.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 26th, 2024 • VivoPower International PLC • Electric & other services combined • New York
This Securities Purchase Agreement (this “Agreement”), dated as of [●], 2024, is by between VivoPower International PLC, a company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • October 10th, 2023 • VivoPower International PLC • Electric & other services combined • New York
This Ordinary Share Purchase Agreement (this “Agreement”) is entered into effective as October 6, 2023 (the “Execution Date”), by and between Vivopower International PLC, a public limited company organized under the laws of England and Wales (the “Company”), and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).
COMPANY SHAREHOLDER AND INVESTOR SUPPORT AGREEMENTCompany Shareholder and Investor Support Agreement • September 5th, 2024 • VivoPower International PLC • Electric & other services combined
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • September 5th, 2024 • VivoPower International PLC • Electric & other services combined
This Lock-Up Agreement (the “Agreement”) is dated as of [●], 2024 and is between Tembo Group B.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Pubco”), and each of the Pubco shareholders identified on Exhibit A hereto, and the other Pubco shareholders who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with Pubco in order to become a party for purposes of this Agreement (each a “Locked-Up Party” and collectively, the “Locked-Up Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG CACTUS ACQUISITION CORP. 1 LIMITED, VIVOPOWER INTERNATIONAL PLC, TEMBO GROUP B.V., TEMBO EUV INVESTMENT CORPORATION LIMITED, AND TEMBO E-LV B.V. DATED AS OF AUGUST 29, 2024Business Combination Agreement • September 5th, 2024 • VivoPower International PLC • Electric & other services combined • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 29, 2024, is made by and among Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), VivoPower International plc, a public limited company organized under the laws of England and Wales (“Parent”), Tembo Group B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), Tembo EUV Investment Corporation Limited, a Cayman Islands exempted company (“Merger Sub”) and Tembo e-LV B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”). CCTS, Parent, the Company, Holdco and Merger Sub shall be referred to herein from time to time individually as a “Party,” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1 o
Secondment AgreementSecondment Agreement • July 12th, 2019 • VivoPower International PLC • Electric & other services combined • England and Wales
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among VIVOPOWER US-NC-31 LLC and VIVOPOWER US-NC-47 LLC as Sellers and NES US NC-31 LLC and NES US NC-47 LLC as Buyers dated as of May 25, 2018Membership Interest Purchase Agreement • July 18th, 2018 • VivoPower International PLC • Electric & other services combined • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of May 25, 2018 (this “Agreement”), is made and entered into by and among NES US NC-31 LLC, a Delaware limited liability company (“NC-31 Buyer”), NES US NC-47 LLC, a Delaware limited liability company (“NC-47 Buyer,” and together with NC-31 Buyer, “Buyers”), VivoPower US-NC-31 LLC, a Delaware limited liability company (“NC-31 Seller”) and VivoPower US-NC-47 LLC, a Delaware limited liability company (“NC-47 Seller,” and together with NC-31 Seller, “Sellers”). Each of NC-31 Buyer, NC-47 Buyer, NC-31 Seller and NC-47 Seller is referred to individually as a “Party,” and collectively as the “Parties.”
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between INNOVATIVE SOLAR SYSTEMS, LLC and IS-47 HOLDINGS, LLC Dated as of August 29, 2016Membership Interest Purchase Agreement • October 3rd, 2016 • VivoPower International PLC • Electric & other services combined • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2016 (the “Effective Date”), is entered into by and between:
SOLAR POWER FACILITY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT by and between INNOVATIVE SOLAR 31, LLC and GRUPO GRANSOLAR, LLC Dated as of July 29, 2016Engineering, Procurement and Construction Agreement • August 24th, 2016 • VivoPower International PLC • North Carolina
This SOLAR POWER FACILITY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT (this “Agreement”), dated as of July 29, 2016 (the “Effective Date”), is entered into by and between Grupo Gransolar, LLC, a Delaware limited liability company (“Contractor”), and Innovative Solar 31, LLC, a North Carolina limited liability company (“Owner”), with reference to the following matters:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 2nd, 2022 • VivoPower International PLC • Electric & other services combined • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 29, 2022, between VivoPower International PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED & RESTATED OPERATING AGREEMENT OFOperating Agreement • August 1st, 2017 • VivoPower International PLC • Electric & other services combined • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Innovative Solar Ventures I LLC, a Delaware limited liability company (the “Company”), is made and entered into as of April 17, 2017 (the “Effective Date”), by and among the Company and the members set forth on Schedule A attached hereto (the “Members”).
Loan Agreement Arowana International Limited (ABN 83 103 472 751) (Lender) VivoPower USA LLC (Borrower)Loan Agreement • August 24th, 2016 • VivoPower International PLC • New South Wales
Notice details C/- Corporations Service Company 2711 Centerville Road, Suite 400 Wilmington, New Castle County Delaware 19808 United States of America Facsimile: N/A
July 29, 2016 INNOVATIVE SOLAR 31, LLC and VIVOPOWER USA LLCDevelopment Services Agreement • August 24th, 2016 • VivoPower International PLC • New York
SUBSCRIPTION AGREEMENT between VIVOPOWER INTERNATIONAL PLC (Investor) FD 4X4 AUTOMOTIVE B.V. (Automotive)Subscription Agreement • October 9th, 2020 • VivoPower International PLC • Electric & other services combined
the parties set out above under number (1) through (7) are hereinafter jointly referred to as the Parties and individually as a Party; the parties set out above under number (4) through (5) are hereinafter jointly referred to as the Founders and individually as a Founder.
Loan AgreementLoan Agreement • August 24th, 2016 • VivoPower International PLC • New South Wales
SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 2023 • VivoPower International PLC • Electric & other services combined • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of November 13, 2023, between VivoPower International PLC, a public limited company organized under the laws of England and Wales (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between INNOVATIVE SOLAR SYSTEMS, LLC and IS-31 HOLDINGS, LLC Dated as of June 14, 2016Membership Interest Purchase Agreement • August 24th, 2016 • VivoPower International PLC • New York
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 14, 2016 (the “Effective Date”), is entered into by and between:
VivoPower International Services Limited and Philip CombergService Agreement • August 24th, 2016 • VivoPower International PLC • England and Wales
INVESTOR SUPPORT AGREEMENTInvestor Support Agreement • September 5th, 2024 • VivoPower International PLC • Electric & other services combined
This INVESTOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on August 29, 2024, by and among (i) Cactus Acquisition Corp. 1 Limited, a Cayman Islands exempted company (“CCTS”), (ii) Tembo Group B.V, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), (iii) Tembo e-LV B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the “Company”), (iv) VivoPower International plc, a public limited company organized under the laws of England and Wales (“Parent”), (v) Cactus Healthcare L.P. (“Cactus Healthcare”) and (vi) ARWM Inc PTE. LTD. (“ARWM”) (each of (v) and (vi), an “Investor”, collectively, the “Investors” and, together with CCTS, Holdco, Parent and the Company, the “Parties”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2016 • VivoPower International PLC • New York
This Employment Agreement (“Agreement”) is made this 13th day of July 2016 between VivoPower USA, LLC (the “Company”), a Delaware Limited Liability Company, having a mailing address at 140 Broadway, 28th Floor, New York, New York 10005 and Carl Weatherley-White an individual (the “Employee”), having a mailing address at 49 East 96th street, New York NY 10128.
DATED 23 JUNE 2023Advance Subscription Agreement • October 2nd, 2023 • VivoPower International PLC • Electric & other services combined
This agreement is made with the mutual understanding and agreement of both parties to supersede and replace in its entirety the Advance Subscription Agreement executed by the parties on 13 January 2023 (the “Previous Agreement”). The parties mutually agree and affirm that the Previous Agreement is hereby rescinded, voided, and of no further effect, and that all rights, duties, and obligations arising therefrom are extinguished.
LOAN AGREEMENTLoan Agreement • July 18th, 2018 • VivoPower International PLC • Electric & other services combined • New York
This Loan Agreement (this “Agreement” or the “Loan Agreement”) dated as of January 25, 2018 (the “Effective Date”), is made and executed by and between Vivo Power USA LLC, a Delaware limited liability company (“Borrower”) and SolarTide, LLC, a Delaware limited liability company (“Lender”) (Borrower and Lender are collectively referred to here as the “Parties” and each a “Party.”)
AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 29th, 2022 • VivoPower International PLC • Electric & other services combined • New York
This AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT (this “Amendment”) dated as of July 29, 2022, by and between VivoPower International PLC (the “Company”) and A.G.P./Alliance Global Partners (the “Agent”). Each of the Company and the Agent shall be referred to collectively as the “Parties” and individually as a “Party.”
BRIDGE LOAN AGREEMENT by and between VIVOPOWER USA LLC a Delaware limited liability company (“Borrower”) and NEW ENERGY SOLAR US CORP. a Delaware corporation (“Lender”) Dated as of May 25, 2018Bridge Loan Agreement • July 18th, 2018 • VivoPower International PLC • Electric & other services combined • New York
THIS BRIDGE LOAN AGREEMENT (this “Agreement”), is made as of May 25, 2018 (the “Effective Date”) by and between VIVOPOWER USA LLC, a Delaware limited liability company (the “Borrower”) and NEW ENERGY SOLAR US CORP., a Delaware corporation (the “Lender”).
AMENDMENT NO. 1 TO PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 30th, 2024 • VivoPower International PLC • Electric & other services combined
This Amendment No. 1 to Placement Agency Agreement (this “Amendment”), dated as of September 26, 2024, is by and between VivoPower International PLC, a company incorporated under the laws of England and Wales (the “Company”), and Chardan Capital Markets, LLC (“Chardan” or the “Placement Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2016 • VivoPower International PLC • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made this 3rd day of February, 2016 between VIVOPOWER USA, LLC (the “Company”), a Delaware Limited Liability Company, having a mailing address at 140 Broadway, 28th Floor, New York, New York 10005 and DAVID PILOTTE an individual (the “Employee”), having a mailing address at 4545 Crosstimber Drive, Plano, Texas 75093.
SERIES A PURCHASE WARRANT VIVOPOWER INTERNATIONAL PLCPurchase Agreement • August 2nd, 2022 • VivoPower International PLC • Electric & other services combined
THIS SERIES A PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 February 2, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 2, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Vivopower International PLC, a public limited company incorporated under the law of England and Wales (the “Company”), up to ordinary shares, nominal value $0.012 (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is one of the Warrants to purchase Ordinary Shares (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of July 29, 2022 (the “Subscription Date”) by and between the Company and investors party thereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 15th, 2023 • VivoPower International PLC • Electric & other services combined • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of December 12, 2023, between VivoPower International PLC, a public limited company organized under the laws of England and Wales (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).
AT THE MARKET OFFERING AGREEMENT April 5, 2024At the Market Offering Agreement • April 5th, 2024 • VivoPower International PLC • Electric & other services combined • New York
Vivopower International PLC, a corporation organized under the laws of England and Wales (the “Company”), confirms its agreement (this “Agreement”) with Chardan Capital Markets LLC (the “Sole Manager” or “Manager”)
