Common use of Conversion Limitations Clause in Contracts

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures to the extent that, upon the Conversion of such Debentures, the number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder's determination of whether Debentures are convertible pursuant to the terms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Company.

Conversion Limitations. In (A) Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of 19.99% of the number of Ordinary Shares outstanding on the Trading Day immediately preceding the Original Issue Date, less the number of Ordinary Shares issued prior to the applicable Conversion Date upon exercise of any Warrants issued pursuant to the Purchase Agreement and the Original Purchase Agreement and the conversion of any debentures pursuant to the Purchase Agreement and the Original Purchase Agreement (such number of shares, the "ISSUABLE MAXIMUM"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no event longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of Ordinary Shares that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable law or applicable rules and regulations of the Principal Market (or any successor entity), if any (the "SHAREHOLDER APPROVAL"), then the Company shall issue to the Holder requesting a conversion a number of Ordinary Shares equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of Ordinary Shares in excess of such Holder's pro-rata portion (which shall be permitted calculated pursuant to the terms hereof) of the Issuable Maximum (the "EXCESS PRINCIPAL"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any Debentures portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent thatthat after giving effect to such conversion, upon the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion; PROVIDED, HOWEVER, such percentage shall be 9.99% for purposes of a Forced Conversion under Section 4(b)(iv) only. For purposes of such Debenturesthe foregoing sentence, the number of shares of Common Stock Ordinary Shares beneficially owned by such the Holder (other than shares and its affiliates shall include the number of Common Stock Ordinary Shares issuable upon conversion of this Debenture with respect to which the determination of such Debentures or sentence is being made, but shall exclude the number of Ordinary Shares which would otherwise be deemed issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned except for being by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other convertible debentures or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 94(a)(ii), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and the rules thereunderAct. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)section applies, the Company may rely on the Holder's determination of whether Debentures are this Debenture is convertible pursuant (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the terms hereof, Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company having shall have no obligation whatsoever to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company's most recent Form 20-F, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the submission Holder the number of a Conversion Notice Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder shall be deemed to be or its affiliates since the Holder's representation that the Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right date as of a Holder to convert Debentures at which such time as the Conversion thereof will not violate the provisions number of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Companyoutstanding Ordinary Shares was reported.

Conversion Limitations. (a) In no event shall a Holder be permitted to convert any Debentures to Preferred Shares in excess of the extent thatnumber of such shares, upon the Conversion of such Debentureswhich, the number of shares of Common Stock beneficially owned by Conversion Shares to be issued pursuant to such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9)Conversion, when added to the number of shares of Common Stock issuable upon issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Conversion Warrants, to the extent the issuance of such Debenturesthe Warrants is deemed to constitute issuance of a security exchangeable for the Common Stock at a price less than the greater of book or market value for purposes of Nasdaq Marketplace Rule 4350, by the Holders thereof, would exceed 4.99% of the maximum number of shares of Common Stock issuable by the Corporation without Stockholder Approval (as defined below) in compliance with the continued listing requirements of the Nasdaq National Market to the extent such requirements are applicable to the Corporation (the "Cap Amount"); ---------- provided, however, if and whenever any Holder's Cap Allocation Amount (as defined below) represents less than one hundred and seventy-five percent (175%) of (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible or exercisable at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into which such Holder has previously ---- converted Preferred Shares or such Holder's ability to convert all or any portion of the Preferred Shares owned by such Holder is otherwise limited as a result of such Cap Amount, the Corporation shall seek such Stockholder Approval by means of a special meeting of stockholders to be held as soon as practicable following the first (1st) Business Day upon which such Holder's ability to convert all or any portion of the Preferred Shares is so limited, but in any case within ninety (90) days following such first Business Day, and the Corporation shall recommend such approval to its stockholders at such special meeting. To the extent any Holder's ability to convert all or any portion of the Preferred Shares is limited by such requirements of Nasdaq National Market and until the Stockholder Approval is obtained, no Holder shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares held by the Holder and the denominator of which is the aggregate amount of all of the Preferred Shares with respect to which the Cap Amount applies (the "Cap Allocation Amount"). In the event that --------------------- any Holder shall sell or otherwise transfer any of its Preferred Shares, the transferee shall be allocated a pro rata portion of such Holder's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder. For purposes of these Articles of Amendments, "Stockholder Approval" -------------------- means authorization by the stockholders of the Corporation of the issuance of shares of Common Stock upon conversion of the Preferred Shares pursuant to the terms hereof in the aggregate in excess of twenty percent (20%) of the outstanding shares of Common Stock and, if necessary, the elimination of any prohibitions under the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Corporation or any of its securities on the Corporation's ability to issue shares of Common Stock in excess of the Cap Amount and outstandingfor all other purposes. (b) Notwithstanding anything to the contrary contained herein, each Preferred Share shall not be convertible into Common Stock by the Holder to the extent (but only to the extent) that, if convertible by the Holder, the Holder would be the beneficial owner of more than 4.99% of the shares of Common Stock. As used hereinFor the purposes of this Section 5(b), beneficial ownership and all determinations and calculations shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the all applicable rules and regulations thereunder. To For clarification, it is expressly a term of the extent Preferred Shares that the limitation limitations contained in this paragraph applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Section 5(b) shall apply to each successive Holder's determination of whether Debentures are convertible pursuant to the terms hereof, the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation restriction contained in this paragraph shall cease to apply to Section 5(b) may not be altered, amended, deleted or changed in any manner whatsoever unless the holders of a Holder upon sixty-one (61) days' prior written notice from majority of the outstanding shares of Common Stock and the Holders of a majority of the outstanding Preferred Shares approve such Holder to the Companyalteration, amendment, deletion or change.

Conversion Limitations. In (A) Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of (1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued to Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no event longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company’s shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder’s pro-rata portion (which shall be permitted calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Principal”), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any Debentures portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent thatthat after giving effect to such conversion, upon the Conversion Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such Debenturesconversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder (other than and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or which would otherwise be deemed beneficially owned except for being the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 94(a)(ii), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and the rules thereunderAct. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)section applies, the Company may rely on the Holder's determination of whether Debentures are this Debenture is convertible pursuant (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the terms hereof, Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company having shall have no obligation whatsoever to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the submission Holder the number of a Conversion Notice shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder shall or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be deemed to be waived by the Holder upon, at the election of the Holder's representation that the Debentures specified therein are convertible pursuant , not less than 61 days’ prior notice to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate Company, and the provisions of this paragraph. The limitation contained in this paragraph Section 4(a)(ii)(B) shall cease continue to apply to a Holder upon sixty-one until such 61st day (61) days' prior written or such later date, as determined by the Holder, as may be specified in such notice from such Holder to the Companyof waiver).

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures (A) Notwithstanding anything herein to the extent thatcontrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Conversion of such Debentures, in the aggregate, in excess of 19.999% of the number of Ordinary Shares outstanding on the Trading Day immediately preceding the Original Issue Date, less the number of shares of Common Stock issued prior to the applicable Conversion Date upon exercise of any Warrants issued pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of Ordinary Shares that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable law or applicable rules and regulations of the Principal Market (or any successor entity), if any (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a conversion a number of Ordinary Shares equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of Ordinary Shares in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such conversion; provided, however, such percentage shall be 9.99% for purposes of a Forced Conversion under Section 4(b)(iv) only. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by such the Holder (other than shares and its affiliates shall include the number of Common Stock Ordinary Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or which would otherwise be deemed beneficially owned except for being the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 94(a)(ii), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and the rules thereunderAct. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)section applies, the Company may rely on the Holder's determination of whether Debentures are this Debenture is convertible pursuant (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the terms hereof, Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company having shall have no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Company.such

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures to Preferred Shares in excess of the extent thatnumber of such shares, upon the Conversion of which: (a) the number of Conversion Shares to be issued pursuant to such DebenturesConversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares and all prior exercises of the Warrants by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without stockholder approval in compliance with the continued listing requirements of the Nasdaq SmallCap Market (the "Cap Amount"), except that such limitation shall not apply in the event that (i) the Corporation obtains the approval of the holders of a majority of the Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder whose Cap Allocation Amount (as defined below) represents one hundred and seventy-five percent (175%) or less of (A) the number of Conversion Shares and Warrant Shares into which the Preferred Shares and Warrants then held by such Holder are convertible or exercisable at the Conversion Price or the Exercise Price, as the case may be, then in effect (without regard to any restrictions or limitations on such conversion or exercise) plus (B) the number of Conversion Shares and Warrant Shares into which such Holder has previously converted Preferred Shares and exercised the Warrants, respectively, shall have the right to require the Corporation, upon written notice to such effect, to seek such approval by means of a special meeting of stockholders to be held as soon as practicable following the Corporation's receipt of such notice, but in any case within ninety (90) days following such receipt, and to recommend such approval to its stockholders at such special meeting) or (ii) the Holders of a majority of the number of Preferred Shares then outstanding (or, if no Preferred Shares are outstanding, the holders of Warrants exercisable into majority of the Warrant Shares then issuable) obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is not required. Until such approval or opinion is obtained, no purchaser of Preferred Shares pursuant to the Securities Purchase Agreement (each, a "Purchaser" and together the "Purchasers") shall be issued, upon Conversion of the Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares issued to such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate amount of all of the Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement (the "Cap Allocation Amount"). In the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Preferred Shares or Warrants, the transferee shall be allocated a pro rata portion of such Purchaser's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares and Warrants into a number of Conversion Shares and Warrant Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares and Warrant Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder; or (b) (x) the number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures Preferred Shares or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9paragraph 5(b), when added to ) plus (y) the number of shares of Common Stock issuable upon the Conversion of such DebenturesPreferred Shares, would be equal to or exceed (z) 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company Corporation may otherwise have), the Company Corporation may rely on the Holder's determination of whether Debentures Preferred Shares are convertible pursuant to the terms hereof, the Company Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures Preferred Shares specified therein are convertible pursuant to the terms hereof. This paragraph may be amended by all of the Holders of Preferred Shares then outstanding only with the consent of the holders of a majority of the shares of Common Stock then outstanding. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures Preferred Shares at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Company5(b).

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures (a) Notwithstanding herein to the extent thatcontrary, upon including in the Conversion of such DebenturesCertificate, the number of Company shall not issue to the Purchaser any shares of Common Stock beneficially owned by to the extent such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject after giving effect to a limitation on conversion or exercise analogous to the limitation contained in this Section 9), and when added to the number of shares of Common Stock issued and issuable upon conversion of any shares of Series B Preferred Stock issued pursuant to this Agreement, the Conversion number of such Debenturesshares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, would exceed 4.99Inc., dated October 2, 2024, by and between the Company and WTI FUND X, LLC, and the number of shares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, Inc., dated October 2, 2024, by and between the Company and WTI FUND XI, LLC, would (i) result in the Purchaser (together with the Purchaser’s affiliates) (a) beneficially owning in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (b) controlling in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the date hereof (the “Issuance Cap”), unless and outstanding. As used hereinuntil the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To . (c) For purposes of this Article VII, in determining the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)number of outstanding shares of Common Stock, the Company Purchaser may rely on the Holder's determination number of whether Debentures are convertible pursuant to outstanding shares of Common Stock as reflected in (i) the terms hereofCompany’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company having no obligation whatsoever shall within two Business Days confirm orally and in writing to verify such Purchaser the number of shares of Common Stock then outstanding. (d) If on any attempted conversion of the Series B Preferred Stock, the issuance of the shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or confirm the accuracy of such determinationIssuance Cap, and the submission Company shall not have previously obtained Requisite Stockholder Approval at the time of a Conversion Notice by conversion, then the Holder Company shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant (i) issue to the terms hereof. Nothing contained herein shall Purchaser requesting conversion such number of shares of Common Stock as may be deemed to restrict issued below the right of a Holder to convert Debentures at such time Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the Conversion thereof will not violate case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the provisions Requisite Stockholder Approval. For the avoidance of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder doubt, with respect to the Companyremainder of the aggregate number of shares of Common Stock not then issued, the Series B Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtained.

Conversion Limitations. In (A) Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of (1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock previously issued upon conversion and issuable upon conversion in full of all then outstanding Debentures would otherwise exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor; provided, however, if after October 27, 2003 (December 27, 2003 in the event of a full review by the Commission of the Proxy relating thereto) Shareholder Approval shall not have been obtained, at the election of the Holder, the Company shall pay the Holder within 3 Trading Days of notice from the Holder, in cash, the Mandatory Prepayment Amount with respect to such Holder's pro-rata share of the Excess Principal (less the 30% default premium in the case of (i)(A) therein). This Debenture shall thereafter be unconvertible until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. (B) The Holder be permitted shall not have the right to convert any Debentures portion of this Debenture, pursuant to Section 4(a)(i), Section 5b) or otherwise, to the extent thatthat after giving effect to such conversion, upon the Conversion Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such Debenturesconversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder (other than and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or which would otherwise be deemed beneficially owned except for being the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 94(a)(ii), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and the rules thereunderAct. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)section applies, the Company may rely on the Holder's determination of whether Debentures are this Debenture is convertible pursuant (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the terms hereof, Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company having shall have no obligation whatsoever to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the submission Holder the number of a Conversion Notice shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder shall or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be deemed to be waived by the Holder upon, at the election of the Holder's representation that the Debentures specified therein are convertible pursuant , not less than 61 days' prior notice to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate Company, and the provisions of this paragraph. The limitation contained in this paragraph Section 4(a)i) shall cease continue to apply to a Holder upon sixty-one until such 61st day (61) days' prior written or such later date, as determined by the Holder, as may be specified in such notice from such Holder to the Companyof waiver).

Conversion Limitations. In (A) Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of (1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued to Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no event longer hold the Debenture(s), then such Holder’s remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company’s shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder’s pro-rata portion (which shall be permitted calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Principal”), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any Debentures portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent thatthat after giving effect to such conversion, upon the Conversion Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such Debenturesconversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder (other than and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or which would otherwise be deemed beneficially owned except for being the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 94(a)(ii), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and the rules thereunderAct. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)section applies, the Company may rely on the Holder's determination of whether Debentures are this Debenture is convertible pursuant (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the terms hereof, Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company having shall have no obligation whatsoever to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-QSB or Form 10-KSB, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the submission Holder the number of a Conversion Notice shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder shall or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be deemed to be waived by the Holder upon, at the election of the Holder's representation that the Debentures specified therein are convertible pursuant , not less than 61 days’ prior notice to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate Company, and the provisions of this paragraph. The limitation contained in this paragraph Section 4(a)(ii)(B) shall cease continue to apply to a Holder upon sixty-one until such 61st day (61) days' prior written or such later date, as determined by the Holder, as may be specified in such notice from such Holder to the Companyof waiver).

Conversion Limitations. In (A) Notwithstanding anything herein to the contrary, if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the aggregate, in excess of (1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no event longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of shares of Common Stock that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be permitted calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. Additionally, this Debenture is subject to that certain letter agreement by and among the initial Holders of the Debentures and the Company relating to the restriction on the issuance of shares of Common Stock until the Company obtains approval of the transaction from the Principal Market. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any Debentures portion of this Debenture, pursuant to Section 4(a)(i), Section 5b) or otherwise, to the extent thatthat after giving effect to such conversion, upon the Conversion Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such Debenturesconversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such the Holder (other than and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or which would otherwise be deemed beneficially owned except for being the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 94(a)(ii), when added to the number of shares of Common Stock issuable upon the Conversion of such Debentures, would exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act and the rules thereunderAct. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)section applies, the Company may rely on the Holder's determination of whether Debentures are this Debenture is convertible pursuant (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the terms hereof, Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Company having shall have no obligation whatsoever to verify or confirm the accuracy of such determination. For purposes of this Section 4(a)(ii), in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the Holder, the Company shall within two Trading Days confirm orally and in writing to the submission Holder the number of a Conversion Notice shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Debenture, by the Holder shall or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be deemed to be waived by the Holder upon, at the election of the Holder's representation that the Debentures specified therein are convertible pursuant , not less than 61 days' prior notice to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate Company, and the provisions of this paragraph. The limitation contained in this paragraph Section 4(a)i) shall cease continue to apply to a Holder upon sixty-one until such 61st day (61) days' prior written or such later date, as determined by the Holder, as may be specified in such notice from such Holder to the Companyof waiver).

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures to Preferred Shares in excess of the extent thatnumber of such shares, upon the Conversion of such Debentures, which: (a) the number of shares Conversion Shares to be issued pursuant to such Conversion, prior Conversions of Common Stock beneficially owned Preferred Shares by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which the Holders thereof, would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to exceed the limitation contained in this Section 9), when added to the maximum number of shares of Common Stock issuable upon by the Corporation without stockholder approval in compliance with the continued listing requirements of either the Nasdaq National or SmallCap Market (the "Cap --- Amount"), except that such limitation shall not apply in the event that (i) the ------ Corporation obtains the approval of the holders of a majority of the Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder whose Cap Allocation Amount (as defined below) represents less than (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into ---- such Holder has previously converted Preferred Shares shall have the right to require the Corporation, upon written notice to such effect, to seek such approval by means of a special meeting of stockholders to be held as soon as practicable following the Corporation's receipt of such Debenturesnotice, would exceed 4.99% but in any case within ninety (90) days following such receipt, and to recommend such approval to its stockholders at such special meeting) or (ii) the Holders of a majority of the number of shares Preferred Shares then outstanding obtain an opinion of Common Stock then issued and outstandingcounsel reasonably satisfactory to the Corporation that such approval is not required. As used hereinUntil such approval or opinion is obtained, beneficial ownership shall be determined in accordance with Section 13(d) no purchaser of the Exchange Act and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder's determination of whether Debentures are convertible Preferred Shares pursuant to the terms hereofExchange Agreement (each, a "Purchaser" and together the --------- "Purchasers") shall be issued, upon Conversion of the Preferred Shares, ---------- Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the Company having no obligation whatsoever numerator of which is the number of Preferred Shares ----- issued to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible Purchaser pursuant to the terms hereofExchange Agreement and the denominator of which is the aggregate amount of all of the Preferred Shares issued to the Purchasers pursuant to the Exchange Agreement (the "Cap Allocation Amount"). Nothing contained herein In --------------------- the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Preferred Shares, the transferee shall be deemed to restrict the right allocated a pro rata portion of a Holder to convert Debentures at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Company.Purchaser's Cap

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures to Preferred Shares in excess of the extent thatnumber of such shares, upon the Conversion of which: (a) the number of Conversion Shares to be issued pursuant to such DebenturesConversion, when added to the number of shares of Common Stock issued pursuant to all prior Conversions of Preferred Shares by the Holders thereof, would exceed the maximum number of shares of Common Stock issuable by the Corporation without stockholder approval in compliance with the continued listing requirements of either the Nasdaq National or SmallCap Market (the "Cap --- Amount"), except that such limitation shall not apply in the event that (i) the ------ Corporation obtains the approval of the holders of a majority of the Corporation's Common Stock for the issuance of Common Stock in excess of the Cap Amount (it being understood that any Holder whose Cap Allocation Amount (as defined below) represents less than (A) the number of Conversion Shares into which the Preferred Shares then held by such Holder are convertible at the Conversion Price then in effect (without regard to any restrictions or limitations on such conversion) plus (B) the number of Conversion Shares into ---- which such Holder has previously converted Preferred Shares shall have the right to require the Corporation, upon written notice to such effect, to seek such approval by means of a special meeting of stockholders to be held as soon as practicable following the Corporation's receipt of such notice, but in any case within ninety (90) days following such receipt, and to recommend such approval to its stockholders at such special meeting) or (ii) the Holders of a majority of the number of Preferred Shares then outstanding obtain an opinion of counsel reasonably satisfactory to the Corporation that such approval is not required. Until such approval or opinion is obtained, no purchaser of Preferred Shares pursuant to the Exchange Agreement (each, a "Purchaser" and together the --------- "Purchasers") shall be issued, upon Conversion of the Preferred Shares, ----------- Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Preferred Shares ----- issued to such Purchaser pursuant to the Exchange Agreement and the denominator of which is the aggregate amount of all of the Preferred Shares issued to the Purchasers pursuant to the Exchange Agreement (the "Cap Allocation Amount"). In --------------------- the event that any Purchaser shall sell or otherwise transfer any of such Purchaser's Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser's Cap Allocation Amount. In the event that any Holder converts all of such Holder's Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Cap Allocation Amount, then the difference between such Holder's Cap Allocation Amount and the number of Conversion Shares actually issued to such Holder shall be allocated to the respective Cap Allocation Amounts of the remaining Holders of Preferred Shares on a pro rata basis in proportion to the number of Preferred Shares then held by each such Holder; or (b) (x) the number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures Preferred Shares or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9paragraph 5(b), when added to ) plus (y) the number of shares of Common Stock issuable upon the ---- Conversion of such DebenturesPreferred Shares, would be equal to or exceed (z) 4.99% of the number of shares of Common Stock then which would be issued and outstandingoutstanding upon such conversion. As used herein, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company Corporation may otherwise have), the Company Corporation may rely on the Holder's determination of whether Debentures Preferred Shares are convertible pursuant to the terms hereof, the Company Corporation having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures Preferred Shares specified therein are convertible pursuant to the terms hereof. This paragraph may be amended by all of the Holders of Preferred Shares then outstanding only with the consent of the holders of a majority of the shares of Common Stock then outstanding. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures Preferred Shares at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Company5(b).

Conversion Limitations. In no event shall a Holder The Company and the Purchasers agree that so long as Section 4310 (c)(25)(H)(i) of the Nasdaq Marketplace Rules continues to be permitted to convert any Debentures applicable to the extent thatCompany, upon and unless and until the Conversion approval of such Debenturesthe Company's stockholders (the "Approval") or a waiver from The Nasdaq Stock Market is obtained as hereinafter set forth, the total number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9), when added to the number of shares of Common Stock Conversion Shares and Warrant Shares issued and issuable upon the Conversion conversion of such Debentures, would the Preferred Stock and/or exercise of the Warrants shall not exceed 4.9919.99% of the number of shares of Common Stock then outstanding as of the Closing Date. The Company agrees that it shall include a resolution for approval at a meeting of stockholders for the purpose of approving below market price issuances of Common Stock to the Purchasers equal to or in excess of 20% of the number of shares of Common Stock outstanding as of the Closing Date as required by Section 4310 (c)(25)(H)(i) of the Nasdaq Marketplace Rules, or such other similar requirement. In the event that the aforementioned proposal is not ratified by the stockholders and the number of shares issued and outstandingpotentially issuable under the Certificate of Designation and/or upon exercise of the Warrants exceeds in the aggregate 19.99% of the number of shares of Common Stock outstanding as of the Closing Date, the Company will use its best efforts to obtain a waiver from The Nasdaq Stock Market (or other applicable market or exchange) to permit such issuances. As used hereinThe Company further agrees that it will file the preliminary proxy statement relating to the Approval with the SEC on or before thirty (30) days after the Closing Date (the "Proxy Filing Date"). The Company further agrees to obtain Approval no later than ninety (90) days after the Closing Date ("Approval Date"). If the Company fails to file the proxy statement on or before the Proxy Filing Date or fails to obtain the Approval on or before the Approval Date, beneficial ownership shall be determined then the Company will pay to the Purchasers (pro rated on a daily basis), as liquidated damages for such failure and not as a penalty, two percent (2%) of the Purchase Price for every thirty (30) day period thereafter until the proxy statement has been filed and/or Approval obtained, provided that, such demand is made by the Purchasers in writing within ninety (90) days of the date on which the Company becomes liable for such liquidated damages in accordance with this Section 13(d) 3.17. Such payment of the Exchange Act and liquidated damages shall be made to the rules thereunder. To Purchasers in cash and/or Common Stock, at the extent sole discretion of the Company, promptly upon demand, provided however, that the limitation contained in this paragraph applies (and without limiting any rights payment of such liquidated damages shall not relieve the Company may otherwise have)from its obligations to seek the Approval pursuant to this Section 3.17. Notwithstanding the foregoing, this Section 3.17 will not be effective if the Common Stock is deemed not to be issued at a discount under the Nasdaq Marketplace Rules, in which case the Company may rely on the Holder's determination of whether Debentures are convertible pursuant shall give notice to the terms hereof, Purchasers in the Company having no obligation whatsoever to verify or confirm the accuracy of such determination, and the submission of a Conversion Notice by the Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time form attached hereto as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Company.Exhibit G.

Conversion Limitations. In no event shall a Holder be permitted i. [as to convert Debentures issued at First Closing only] Issuable Maximum. Notwithstanding anything herein to the contrary, prior to the date the Charter Amendment is effective, the Company has reserved an aggregate of 225,000,000 shares of Common Stock for issuance (A) in connection with any Debentures issued pursuant to the extent that, upon Purchase Agreement and (B) in connection with any Warrants issued pursuant to the Conversion Purchase Agreement (such number of such Debenturesshares, the “Issuable Maximum”). Prior to the date the Charter Amendment is effective, each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s) and Warrants, then such Holder’s remaining portion of the Issuable Maximum, if any, shall be allocated pro-rata among the remaining Holders. If, on any Conversion Date, (1) the applicable Conversion Price is such that the shares issuable under this Debenture on such Conversion Date, together with the aggregate number of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable that have been issued upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject to a limitation on prior conversion or exercise analogous of the Debentures and Warrants, as applicable, would exceed the Issuable Maximum and (2) the Charter Amendment is not effective, then the Company shall issue to the limitation contained in this Section 9), when added to the Holder requesting a conversion a number of shares of Common Stock issuable upon equal to such Holder’s pro-rata portion (which shall be calculated pursuant to the Conversion of such Debentures, would exceed 4.99% terms hereof) of the number Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures then held by such Holder for which a conversion in accordance with the applicable Conversion Price would result in an issuance of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership in excess of such Holder’s pro-rata portion (which shall be determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder's determination of whether Debentures are convertible calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Principal”), the Company having no obligation whatsoever shall be prohibited from converting such Excess Principal and shall promptly notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to verify or confirm such extent until and unless the accuracy of such determinationCharter Amendment is subsequently approved, but this Debenture shall otherwise remain in full force and the submission of a Conversion Notice by the effect. The Holder shall be deemed entitled, in its sole discretion, to be allocate its pro-rata portion of the Holder's representation that the Issuable Maximum among Debentures specified therein are convertible pursuant to the terms hereof. Nothing contained herein shall be deemed to restrict the right of a Holder to convert Debentures at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder to the Companyand Warrants held by it.]

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures to Series C Preferred Shares in excess of the extent thatnumber of such shares, upon the Conversion of such Debentures, which: (a) the number of shares of Common Stock beneficially owned by Conversion Shares to be issued pursuant to such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 9)Conversion, when added to the number of shares of Common Stock issuable upon issued pursuant to all prior Conversions of Series C Preferred Shares, issuances of Dividend Payment Shares and exercise of the Conversion of such Debentures, Warrants would exceed 4.9919.99% of the number of outstanding shares of Common Stock on the Purchase Date (subject to equitable adjustments from time to time for the events described in Section 5 below) (the "Cap Amount"), except that such limitation shall not apply in the event that (i) the Corporation obtains the approval of its shareholders as required by NASD Rule 4460 (or any successor rule or regulation) for issuances of Common Stock in excess of such amount or (ii) obtains a written opinion from outside counsel to the Corporation that such approval is not required, which opinion shall be reasonably satisfactory to the Holders of a majority of the Series C Preferred Shares then issued and outstanding. As used hereinUntil such approval or written opinion is obtained, beneficial ownership shall be determined in accordance with Section 13(d) no purchaser of the Exchange Act and the rules thereunder. To the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have), the Company may rely on the Holder's determination of whether Debentures are convertible Series C Preferred Shares pursuant to the terms hereofSecurities Purchase Agreement (each, a "Purchaser" and, collectively, the Company having no obligation whatsoever "Purchasers") shall be issued, upon Conversion of the Series C Preferred Shares, Conversion Shares in an amount greater than the product of (A) the Cap Amount times (B) a fraction, the numerator of which is the number of Series C Preferred Shares issued to verify such Purchaser pursuant to the Securities Purchase Agreement and the denominator of which is the aggregate amount of all of the Series C Preferred Shares issued to the Purchasers pursuant to the Securities Purchase Agreement (the "Allocation Amount"). In the event that any Purchaser shall sell or confirm the accuracy otherwise transfer any of such determinationPurchaser's Series C Preferred Shares, the transferee shall be allocated a pro rata portion of such Purchaser's Allocation Amount. In the event that any Holder shall convert all of such Holder's Series C Preferred Shares into a number of Conversion Shares which, in the aggregate, is less than such Holder's Allocation Amount, then the difference between such Holder's Allocation Amount and the submission number of a Conversion Notice by the Shares actually issued to such Holder shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant allocated to the terms hereof. Nothing contained herein shall be deemed to restrict respective Allocation Amounts of the right remaining Holders of Series C Preferred Shares on a Holder to convert Debentures at such time as the Conversion thereof will not violate the provisions of this paragraph. The limitation contained pro rata basis in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder proportion to the Company.number of Series C Preferred Shares then held by each such Holder;

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures (a) Notwithstanding anything to the extent thatcontrary herein, no Holder shall be entitled to receive any shares of Common Stock otherwise deliverable upon conversion of the Conversion Notes to the extent, but only to the extent, that such receipt would cause such Holder to become, directly or indirectly, a “Beneficial Owner” (as defined in the Stockholder Rights Agreement, dated as of March 17, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as amended or supplemented through the date hereof or from time to time (the “Stockholder Rights Agreement”)) of more than 9.99% (or 19.99% in the case of passive stockholders or “13G Investors” as defined in the Stockholder Rights Agreement) of the shares of Common Stock outstanding at such Debenturestime (such restriction, the number “Beneficial Ownership Limit”). Any purported delivery of shares of Common Stock beneficially owned by such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise the Notes shall be deemed beneficially owned except for being subject to a limitation on conversion or exercise analogous void and have no effect to the limitation contained in this Section 9)extent, when added but only to the number extent, that such delivery would result in any Person becoming the Beneficial Owner of shares of Common Stock issuable upon the Conversion of outstanding at such Debentures, would exceed 4.99% time in excess of the number Beneficial Ownership Limit. If any delivery of shares of Common Stock then issued and outstanding. As used herein, beneficial ownership shall be determined in accordance with Section 13(dotherwise owed to any Person (or Persons) upon conversion of the Exchange Act and Notes is not made, in whole or in part, as a result of the rules thereunder. To Beneficial Ownership Limit, the extent Company’s obligation to make such delivery shall not be extinguished and, such Holder may certify to the Company that the limitation contained Person (or Persons) receiving shares of Common Stock upon conversion is not, and would not, as a result of such conversion, become the Beneficial Owner of shares of Common Stock outstanding at such time in this paragraph applies (and without limiting any rights excess of the Beneficial Ownership Limit, after which the Company may shall deliver any such shares of Common Stock withheld on account of the Beneficial Ownership Limit by the later of (i) the date such shares were otherwise have), the Company may rely on the Holder's determination of whether Debentures are convertible pursuant due to the terms hereof, the Company having no obligation whatsoever to verify such Person (or confirm the accuracy Persons) and (ii) two (2) Trading Days after receipt of such determinationcertification; provided, and however, until such time as the submission of a Conversion Notice by the affected Holder gives such notice, no Person shall be deemed to be the Holder's representation stockholder of record with respect to the shares of Common Stock otherwise deliverable upon conversion in excess of the Beneficial Ownership Limit. (b) The Company may, at its option with the approval of the Board of Directors and subject to the applicable listing standards of The New York Stock Exchange, waive the Beneficial Ownership Limit (as to a particular Person or as to all Persons). In the event that the Debentures specified therein are convertible pursuant Company exercises its right to waive the general Beneficial Ownership Limit to all Persons, the Company or, at the Company’s written request and expense, the Trustee, shall deliver or cause to be delivered to each Holder 61 days prior to the terms hereofeffective waiver date an irrevocable notice of such waiver. Nothing contained herein shall be deemed to restrict Neither the right of a Holder to convert Debentures at such time as Trustee nor the Conversion thereof will not violate Agent shall have any obligation to monitor the provisions of this paragraph. The limitation contained in this paragraph shall cease to apply Beneficial Ownership Limit (as to a Holder upon sixty-one (61) days' prior written notice from such Holder particular Person or as to the Companyall Persons).

Conversion Limitations. In no event shall a Holder be permitted to convert any Debentures (a) Notwithstanding herein to the extent thatcontrary, upon including in the Conversion of such DebenturesCertificate, the number of Company shall not issue to the Purchaser any shares of Common Stock beneficially owned by to the extent such Holder (other than shares of Common Stock issuable upon conversion of such Debentures or which would otherwise be deemed beneficially owned except for being subject after giving effect to a limitation on conversion or exercise analogous to the limitation contained in this Section 9), and when added to the number of shares of Common Stock issued and issuable upon conversion of any shares of Series B Preferred Stock issued pursuant to this Agreement, the Conversion number of such Debenturesshares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, would exceed 4.99Inc., dated [_], 2024, by and between the Company and WTI FUND X, LLC, and the number of shares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, Inc., dated [_], 2024, by and between the Company and WTI FUND XI, LLC, would (i) result in the Purchaser (together with the Purchaser’s affiliates) (a) beneficially owning in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (b) controlling in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the date hereof (the “Issuance Cap”), unless and outstanding. As used hereinuntil the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To . (c) For purposes of this Article VII, in determining the extent that the limitation contained in this paragraph applies (and without limiting any rights the Company may otherwise have)number of outstanding shares of Common Stock, the Company Purchaser may rely on the Holder's determination number of whether Debentures are convertible pursuant to outstanding shares of Common Stock as reflected in (i) the terms hereofCompany’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company having no obligation whatsoever shall within two Business Days confirm orally and in writing to verify such Purchaser the number of shares of Common Stock then outstanding. (d) If on any attempted conversion of the Series B Preferred Stock, the issuance of the shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or confirm the accuracy of such determinationIssuance Cap, and the submission Company shall not have previously obtained Requisite Stockholder Approval at the time of a Conversion Notice by conversion, then the Holder Company shall be deemed to be the Holder's representation that the Debentures specified therein are convertible pursuant (i) issue to the terms hereof. Nothing contained herein shall Purchaser requesting conversion such number of shares of Common Stock as may be deemed to restrict issued below the right of a Holder to convert Debentures at such time Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the Conversion thereof will not violate case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the provisions Requisite Stockholder Approval. For the avoidance of this paragraph. The limitation contained in this paragraph shall cease to apply to a Holder upon sixty-one (61) days' prior written notice from such Holder doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series B Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtained. LEARN SPAC HOLDCO, INC. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: President Address: 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxxx 00000 COMMONWEALTH ASSET MANAGEMENT LP By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Address: 00000 Xxxxxxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, XX, 00000 COMMONWEALTH ASSET MANAGEMENT LP, or its assignee 750,000 $7,500,000.00 EXHIBIT A [Attached.] Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Innventure, Inc., a corporation duly organized and validly existing under the State of Delaware (the “Company.”), does hereby submit the following: