UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 20,000,000 Units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used her
Re: Securities Subscription AgreementSecurities Subscription Agreement • March 29th, 2021 • Learn CW Investment Corp • New York
Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of CWAM LC Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), to purchase 7,187,500 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”), of which up to 937,500 Shares are subject to complete or partial forfeiture by you if the underwriter of the initial public offering (“IPO”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell, and the Subscriber is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 7, 2021, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and [*] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2021, is made and entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), CWAM LC Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto, (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Learn CW Investment Corporation 1755 Wilshire Blvd. Suite 2320 Los Angeles, California 90025Underwriting Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the C
WARRANT AGREEMENT LEARN CW INVESTMENT CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated October 12, 2021Warrant Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 12, 2021, is by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 12, 2021, is entered into by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and CWAM LC Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 24th, 2023 • Learn CW Investment Corp • Blank checks
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 24, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LEARN SPAC HOLDCO, INC., a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination Agreement, dated as of October 24, 2023 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, Learn CW Investment Corporation, a Cayman Islands exempted company with limited liability (“Parent”), LCW Merger Sub, Inc., a Delaware corporation (“LCW Merger Sub”), Innventure LLC, a Delaware limited liability company (“Innventure”), and Innventure Merger Sub, LLC, a Delaware limited liability company (“Innventure Merger Sub”), pursuant
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 12, 2021 by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
Learn CW Investment CorporationUnderwriting Agreement • October 14th, 2021 • Learn CW Investment Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including 3,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the C
September 24, 2024 Innventure LLCWaiver and Modification of Certain Covenants • September 26th, 2024 • Learn CW Investment Corp • Blank checks
MEMBER SUPPORT AGREEMENTMember Support Agreement • October 24th, 2023 • Learn CW Investment Corp • Blank checks • Delaware
This Member Support Agreement (this “Agreement”) is made as of October 24, 2023, by and among (i) Learn CW Investment Corporation, a Cayman Islands exempted company with limited liability (“Parent”), Learn SPAC Holdco, Inc. (“Holdco”), a Delaware corporation and a wholly owned subsidiary of Parent, (iii) Innventure LLC, a Delaware limited liability company (the “Company”), and (iv) the undersigned Company Members (the “Company Members” and each a “Company Member”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 1st, 2024 • Learn CW Investment Corp • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of April 25, 2024, by and between Learn CW Investment Corporation, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
September 24, 2024 Innventure LLCSponsor Support Agreement • September 26th, 2024 • Learn CW Investment Corp • Blank checks
BUSINESS COMBINATION AGREEMENT BY AND AMONG LEARN SPAC HOLDCO, INC., LEARN CW INVESTMENT CORPORATION, LCW MERGER SUB, INC., INNVENTURE MERGER SUB, LLC AND INNVENTURE LLC DATED AS OF OCTOBER 24, 2023Business Combination Agreement • October 24th, 2023 • Learn CW Investment Corp • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of October 24, 2023 (the “Signing Date”) by and among Learn SPAC HoldCo, Inc. (“Holdco”), a Delaware corporation, Learn CW Investment Corporation (the “Parent”), a Cayman Islands exempted company with limited liability, LCW Merger Sub, Inc. (“LCW Merger Sub”), a Delaware corporation, Innventure LLC (the “Company”), a Delaware limited liability company, and Innventure Merger Sub, LLC (“Innventure Merger Sub” and, together with LCW Merger Sub, the “Merger Subs”), a Delaware limited liability company. Holdco, Parent, LCW Merger Sub, the Company and Innventure Merger Sub are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
TERMINATION AGREEMENTTermination Agreement • September 26th, 2024 • Learn CW Investment Corp • Blank checks
This TERMINATION AGREEMENT (this “Agreement”), dated as of September 20, 2024 (the “Effective Date”), is by and among Innventure LLC, a Delaware limited liability company (the “Company”), Michael Otworth and John Scott (together with Michael Otworth, the “Purchasers”). For purposes of this Agreement, the Purchasers and the Company may each be referred to herein as a “Party” and collectively, the “Parties”.
September 24, 2024 Innventure LLCBusiness Combination Agreement • September 26th, 2024 • Learn CW Investment Corp • Blank checks
INVESTMENT AGREEMENT by and among LEARN SPAC HOLDCO, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of September 24, 2024Investment Agreement • September 26th, 2024 • Learn CW Investment Corp • Blank checks • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of September 24, 2024, is by and among Learn SPAC HoldCo, Inc., a Delaware corporation (which shall be renamed “Innventure, Inc.” upon consummation of the Transaction, the “Company”), and the several Purchasers listed from time to time on Schedule I attached hereto (each a “Purchaser” and collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 24th, 2023 • Learn CW Investment Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of October 24, 2023 (the “Effective Date”), by and among Learn CW Investment Corporation, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Parent”), the Persons set forth on Schedule I to this Agreement (the “Parent Support Parties”), and Innventure LLC, a Delaware limited liability company (the “Company”). The Parent, the Company and the Parent Support Parties are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the respective meanings given to such terms in the Business Combination Agreement (as defined below).
Re: Lock-Up Agreement for Company SharesLock-Up Agreement • October 24th, 2023 • Learn CW Investment Corp • Blank checks
This letter (this “Lock-Up Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (as amended or modified from time to time, the “Business Combination Agreement”) entered into by and among Learn SPAC Holdco, Inc. (the “Company”), Learn CW Investment Corporation (“Parent”), LCW Merger Sub, Inc. (“LCW Merger Sub”), Innventure LLC (“Innventure”) and Innventure Merger Sub, Inc. (“Innventure Merger Sub”), pursuant to which, among other things, LCW Merger Sub will merge with and into Parent with Parent being the surviving company (the “LCW Merger”) and Innventure Merger Sub will merge with and into Innventure with Innventure being the surviving company (the “Innventure Merger”), and with the surviving companies resulting from the LCW Merger and the Innventure Merger being wholly-owned direct subsidiaries of the Company (collectively, the “Transactions”).
