SERIES A PURCHASE WARRANT VIVOPOWER INTERNATIONAL PLCVivoPower International PLC • August 2nd, 2022 • 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.
VivoPower International Plc The Scalpel, 18th Floor, 52 Lime Street London EC3M 7AF United Kingdom Attention: Kevin ChinVivoPower International PLC • August 2nd, 2022 • 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
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”).
