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
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
