IPW · iPower Inc. · Debt

B. The Company has authorized (a) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $26,184,024, substantially in the form attached hereto as **Exhibit A** (the “**Series A Notes**”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Series A Conversion Shares**”), in accordance with the terms of the Notes and (b) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $1,815,976, substantially in the form attached hereto as **Exhibit B** (the “**Series B Notes**”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Conversion Shares**”), in accordance with the terms of the Series B Notes.

Issuer evidence: This **SECURITIES PURCHASE AGREEMENT** (the “**Agreement**”), dated as of December 22, 2025, is by and among iPower Inc., a Nevada corporation with offices located at 8798 9th Street, Rancho Cucamonga, CA 91730 (the “**Company**”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “**Buyer**” and collectively, the “**Buyers**”).

Supporting evidence: B. The Company has authorized (a) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $26,184,024, substantially in the form attached hereto as **Exhibit A** (the “**Series A Notes**”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Series A Conversion Shares**”), in accordance with the terms of the Notes and (b) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $1,815,976, substantially in the form attached hereto as **Exhibit B** (the “**Series B Notes**”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Conversion Shares**”), in accordance with the terms of the Series B Notes.

Supporting evidence: B. The Company has authorized (a) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $26,184,024, substantially in the form attached hereto as **Exhibit A** (the “**Series A Notes**”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Series A Conversion Shares**”), in accordance with the terms of the Notes and (b) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $1,815,976, substantially in the form attached hereto as **Exhibit B** (the “**Series B Notes**”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Conversion Shares**”), in accordance with the terms of the Series B Notes.

B. The Company has authorized (a) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $26,184,024, substantially in the form attached hereto as **Exhibit A** (the “**Series A Notes**”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Series A Conversion Shares**”), in accordance with the terms of the Notes and (b) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $1,815,976, substantially in the form attached hereto as **Exhibit B** (the “**Series B Notes**”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Conversion Shares**”), in accordance with the terms of the Series B Notes.

Issuer evidence: This **SECURITIES PURCHASE AGREEMENT** (the “**Agreement**”), dated as of December 22, 2025, is by and among iPower Inc., a Nevada corporation with offices located at 8798 9th Street, Rancho Cucamonga, CA 91730 (the “**Company**”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “**Buyer**” and collectively, the “**Buyers**”).

Supporting evidence: B. The Company has authorized (a) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $26,184,024, substantially in the form attached hereto as **Exhibit A** (the “**Series A Notes**”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Series A Conversion Shares**”), in accordance with the terms of the Notes and (b) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $1,815,976, substantially in the form attached hereto as **Exhibit B** (the “**Series B Notes**”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Conversion Shares**”), in accordance with the terms of the Series B Notes.

Supporting evidence: B. The Company has authorized (a) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $26,184,024, substantially in the form attached hereto as **Exhibit A** (the “**Series A Notes**”), which Series A Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series A Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Series A Conversion Shares**”), in accordance with the terms of the Notes and (b) a new series of senior secured convertible notes of the Company, in the aggregate original principal amount of $1,815,976, substantially in the form attached hereto as **Exhibit B** (the “**Series B Notes**”), which Series B Notes shall be convertible into shares of Common Stock (as defined below) (the shares of Common Stock issuable pursuant to the terms of the Series B Notes, including, without limitation, upon conversion or otherwise, collectively, the “**Conversion Shares**”), in accordance with the terms of the Series B Notes.