LOAN AND SECURITY AGREEMENT Dated as of October 22, 2024 between INNVENTURE LLC, a Delaware limited liability company, as “Borrower”, and WTI FUND X, INC., a Maryland corporation, and WTI FUND XI, INC., a Maryland corporation, each, as “Lender”Loan and Security Agreement • October 23rd, 2024 • Innventure, Inc. • Blank checks • California
Borrower and each of WTI Fund X, Inc. (“Fund 10”) and WTI Fund XI, Inc. (“Fund 11”) have entered or anticipate entering into one or more transactions pursuant to which each Lender severally and not jointly agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this Agreement by reference. Each Supplement constitutes a supplement to and forms part of this Agreement, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2024 • Innventure, Inc. • Blank checks • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of October 2, 2024 by and between Innventure, Inc. (formerly known as Learn SPAC HoldCo, Inc.), a Delaware corporation (the “Company”), and [Indemnitee] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements, if any, between the Company and the Indemnitee covering indemnification.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • June 18th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Florida
This Aircraft Time Sharing Agreement (“Agreement”) is made as of the 6th day of May, 2024 (“Effective Date”), between Corporate Development Group LLC (“Operator”) and Innventure, LLC (“Time Sharee) (each a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2024 • Innventure, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 2, 2024, is made and entered into by and among Innventure, Inc. (f/k/a Learn SPAC HoldCo, Inc.), a Delaware corporation (the “Company”), Learn CW Investment Corporation, a Cayman Islands exempted company with limited liability (the “SPAC”), CWAM LC Sponsor LLC, a Delaware limited liability company (together with its successors and permitted assigns, the “Sponsor”), and the undersigned parties listed under Existing Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder,” an “Existing Holder”) and the undersigned parties listed under New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively with the Existing Holders, the “Holders”). Capi
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • October 9th, 2024 • Innventure, Inc. • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of October 2, 2024, by and among Learn CW Investment Corporation, a Cayman Islands exempted company (“Learn CW”), Learn SPAC HoldCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of Learn CW (“Holdco”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Stock Company, LLC), a New York limited liability company (the “Warrant Agent” and together with Learn CW and Holdco, collectively as the “Parties” and individually, each a “Party”).
Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions.Technology License and Know-How Agreement • July 24th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
THIS TECHNOLOGY LICENSE AND KNOW-HOW AGREEMENT (“Agreement”) is made and entered into as of May 27, 2022 by and between, on the one hand, Nokia Technologies Oy, a Finnish corporation having an office at Karakaari 7, FI-02610 Espoo, Finland (“Nokia Tech”), Nokia Solutions and Networks Oy, a Finnish corporation having an office at Karakaari 7, FI-02610 Espoo, Finland (“NSN”), Nokia of America Corporation, a Delaware corporation, with offices located at 600 Mountain Avenue, Murray Hill, NJ 07974, United States (“NoAC”), and, on the other hand, Accelsius, LLC a Delaware corporation, with offices located at 6900 Tavistock Blvd., Suite 400, Orlando, FL 32827 (“Licensee”) and, solely for purposes of and solely as specifically set forth in Section 3.04, Section 3.09 and Section 5.06, Innventure, LLC, a Delaware limited liability company with offices located at 6900 Tavistock Blvd., Suite 400, Orlando, FL 32827 (“Innventure”).
AMENDED AND RESTATED CLASS B PREFERRED UNIT PURCHASE AGREEMENTClass B Preferred Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS AMENDED AND RESTATED CLASS B PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of June 27th, 2022, (the “Effective Date”), by and among Innventure LLC, a Delaware limited liability company (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”). Reference is made to that certain Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of April 27, 2022 and attached hereto as Exhibit B (the “LLC Agreement”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the LLC Agreement.
September 24, 2024 Innventure LLCWaiver and Modification of Certain Covenants • September 26th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
In consideration of the mutual agreements contained in this Amendment and other good and valuable consideration the receipts and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Innventure Contractor AgreementContractor Agreement • July 24th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
This Contractor Agreement (“Agreement”) is entered into this 3rd day of June 2019 between WE-Innventure, LLC, a Delaware company (“Innventure”) and 4350 LAAD, Inc., an independent contractor (hereinafter “Contractor”).
PATENT PURCHASE AGREEMENT by and among NOKIA TECHNOLOGIES OY, NOKIA SOLUTIONS AND NETWORKS OY, and ACCELSIUS, LLC Effective Date: May 27, 2022Patent Purchase Agreement • July 24th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • New York
ACCELSIUS HOLDINGS LLC CLASS A SERIES 2 UNIT PURCHASE AGREEMENTClass a Series 2 Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ACCELSIUS HOLDINGS LLC, a Delaware limited liability company (the “Company”), is made and entered into on and as of June 1, 2022 (the “Effective Date”), by and among INNVENTURE LLC, a Delaware limited liability company (“Innventure”), and the Persons whose names, addresses and taxpayer identification numbers are listed on the Information Exhibit attached hereto as Exhibit A from time to time pursuant to the terms of this Agreement. Unless otherwise indicated herein, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit B.
LOAN AGREEMENTLoan Agreement • July 24th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
This LOAN AGREEMENT (this “Agreement”) is dated as of July 1, 2024 (the “Effective Date”), among Innventure LLC, a Delaware limited liability company (the “Lender”) Aeroflexx, LLC, a Delaware limited liability company (the “Borrower”), and AeroFlexx Packaging Company, LLC, a Delaware limited liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”),
CLASS B-1 PREFERRED UNIT PURCHASE AGREEMENTClass B-1 Preferred Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS CLASS B-1 PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of August 25th, 2023 (the “Effective Date”) by and among Innventure LLC, a Delaware limited liability company (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”). Reference is made to that certain Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of April 27, 2022 and attached hereto as Exhibit B (as amended, restated, amended and restated, modified or supplemented from time to time, the “LLC Agreement”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the LLC Agreement.
SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTSecured Convertible Promissory Note and Warrant Purchase Agreement • May 10th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
This Amended and Restated Secured Convertible Promissory Note and Warrant Purchase Agreement (the “Agreement”) is made as of July 31, 2021 (the “Effective Date”) by and among Aeroflexx LLC, a Delaware limited liability company (the “Company”), Innventus ESG Fund I, L.P., a Delaware limited partnership ("Innventus") and the persons and entities named on the Schedule of Purchasers attached hereto (along with Innventus, individually, a “Purchaser” and collectively, the “Purchasers”).
INVESTORS’ RIGHTS AGREEMENT`Investors' Rights Agreement • October 9th, 2024 • Innventure, Inc. • Blank checks • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 2nd day of October, 2024, by and among Innventure, Inc. f/k/a Learn SPAC Holdco, Inc. (“Holdco”), a Delaware corporation, and the undersigned parties listed under Founding Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
AEROFLEXX, LLC SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTSecured Convertible Promissory Note and Warrant Purchase Agreement • May 10th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
This Secured Convertible Promissory Note and Warrant Purchase Agreement (the “Agreement”) is made as of June 3, 2021 (the “Effective Date”) by and among Aeroflexx, LLC, a Delaware limited liability company (the “Company”), and Innventus ESG Fund I, L.P., a Delaware limited partnership (individually, a “Purchaser” and collectively, the “Purchaser”).
DEBT CONVERSION AGREEMENTDebt Conversion Agreement • April 12th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
THIS DEBT CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2023 (the “Effective Date”) by and between Innventure, LLC (formerly known as We-Innventure, LLC), a Delaware limited liability company (the “Company”), and Innventure1 LLC (the “Holder”). The Company and the Holder may be referred to herein, each as a “Party” and collectively as the “Parties.”
Patent and Know How License Agreement Between Air Assist LLC and The Procter & Gamble CompanyPatent and Know How License Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Ohio
This license agreement, effective and binding as of the last date of signing of this agreement (“EFFECTIVE DATE”), is between [Air Assist LLC], a Delaware limited liability company and AFFILIATES (collectively, “LICENSEE”); and The Procter & Gamble Company, an Ohio corporation and AFFILIATES (collectively, “OWNER”).
ENVELOPE RECYCLING PROGRAM SERVICES AGREEMENTEnvelope Recycling Program Services Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This Envelope Recycling Program Services Agreement (“Agreement”) is entered into by and between AeroFlexx LLC, a Delaware limited liability company (hereinafter referred to as “Company”) and TerraCycle (hereinafter referred to as “TerraCycle”) this 1 day of July 2020 (the “Effective Date”). Company and TerraCycle are hereinafter referred to sometimes individually as a “Party” or collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc.
BORROWER: AeroFlexx Packaging Company, LLC, a Delaware limited liability company, which has a principal business address at 8511 Trade Center Drive, Suite 350, West Chester, OH 45011; and
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) effective as of July 1, 2024 (the “Amendment Effective Date”) amends that certain Loan and Security Agreement executed on March 29, 2023 but effective as of March 30, 2023 among Innventure LLC, a Delaware limited liability company (the “Lender”), Accelsius Holdings LLC, a Delaware limited liability company (the “Borrower”), and Accelsius LLC, a Delaware limited liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”), as amended by the FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT executed on December 13, 2023 and the SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT executed on April 10, 2024 (the “Agreement”). Capitalized terms not defined herein shall have the meanings as set forth in the Agreement.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) executed on March 29, 2023 (the “Signing Date”) but effective as of March 30, 2023 (the “Effective Date”), among Innventure LLC, a Delaware limited liability company (the “Lender”), Accelsius Holdings LLC, a Delaware limited liability company (the “Borrower”), and Accelsius LLC, a Delaware limited liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”), provides the terms on which the Lender shall lend to the Borrower and the Borrower shall repay the Lender. The parties agree as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
This SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Amendment”) effective April 10, 2024 amends that certain Loan and Security Agreement executed on March 29, 2023 but effective as of March 30, 2023 among Innventure LLC, a Delaware limited liability company (the “Lender”), Accelsius Holdings LLC, a Delaware limited liability company (the “Borrower”), and Accelsius LLC, a Delaware limited liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”) (the “Agreement”), as amended by the FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (“First Amendment”) executed on December 13, 2023. Capitalized terms not defined herein shall have the meaning as set forth in the Agreement.
GUARANTYGuaranty • April 12th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
This commitment (the “Guaranty”) is made this 22 day of April, 2020, by WE-Innventure LLC (hereinafter “Guarantor”), a company validly organized and existing under the laws of Delaware with offices at 3452 Lake Lynda Drive Building 100, Suite 151 Orlando, Florida 32817, in favor of TOTAL S.A. (hereinafter “Beneficiary”).
CLASS D PREFERRED UNIT PURCHASE AGREEMENTClass D Preferred Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [___], 20 __], by and among [_______], a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
MASTER INTERCOMPANY SERVICES AGREEMENTMaster Intercompany Services Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This MASTER INTERCOMPANY SERVICES AGREEMENT (this “Agreement”), dated as of April 24, 2023, is by and among INNVENTURE LLC, a Delaware limited liability company (the “Company”) and Accelsius, LLC, a Delaware limited liability company (the “Service Recipient”), whereby, subject to the terms, conditions and limitations set forth herein, the Company will provide certain services set forth and described in this Agreement to the Service Recipient. The Company and Service Recipient are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” The Agreement includes services previously provided to include the period from April 1, 2023 through April 24, 2023.
SUPPLEMENT to the Loan and Security Agreement dated as of October 22, 2024 between Innventure LLC (“Borrower”) and WTI Fund X, Inc. (“Fund 10”) and WTI Fund XI, Inc. (“Fund 11”) (each of Fund 10 and Fund 11, as “Lender”)Loan and Security Agreement Supplement • October 23rd, 2024 • Innventure, Inc. • Blank checks
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of October 22, 2024 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and between Borrower and each Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
EQUIPMENT SUPPLY AGREEMENTEquipment Supply Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • New York
THIS EQUIPMENT SUPPLY AGREEMENT (this “Agreement”), dated as of the date last written below (the “Effective Date”), is made by and between AeroFlexx LLC, a Delaware limited liability company (“Company”) and B&B Packaging Technologies, a Wisconsin limited partnership (“Supplier”). Both Company and Supplier may hereinafter be referred to individually as a “Party” or, collectively, as the “Parties.”
FORM OF INVESTMENT AGREEMENT by and among LEARN SPAC HOLDCO, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of October [__], 2024Investment Agreement • October 9th, 2024 • Innventure, Inc. • Blank checks
This INVESTMENT AGREEMENT (this “Agreement”), dated as of October [__], 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.
WAIVER AND CONSENTWaiver and Consent • October 9th, 2024 • Innventure, Inc. • Blank checks • Delaware
THIS WAIVER AND CONSENT (this “Waiver”), dated as of October 2, 2024, is made by and among Learn CW Investment Corporation, a Cayman Islands exempted company with limited liability (the “SPAC”), Learn SPAC Holdco, Inc., a Delaware corporation (“Holdco”), and Innventure LLC, a Delaware limited liability company (“Innventure” and, together with the SPAC and Holdco, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the A&R Certificate of Incorporation (as defined below).
MASTER INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This MASTER INTERCOMPANY SERVICES AGREEMENT (this “Agreement”), dated as of April 9th, 2023, is by and among INNVENTURE LLC, a Delaware limited liability company (the “Company”) and AeroFlexx, LLC, a Delaware limited liability company (the “Service Recipient”), whereby, subject to the terms, conditions and limitations set forth herein, the Company will provide certain services set forth and described in this Agreement to the Service Recipient. The Company and Service Recipient are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” The Agreement includes services previously provided to include the period from January 1, 2023 through April 9th, 2023.
DEVELOPMENT, EVALUATION, AND OPTION AGREEMENTDevelopment, Evaluation, and Option Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • New York
THIS DEVELOPMENT, EVALUATION, AND OPTION AGREEMENT (this "Agreement"), dated as of the date last written below (the “Effective Date”), is made by and between AeroFlexx LLC, a Delaware limited liability company (“Company”) and Fameccanica.Data S.p.A., an Italian corporation (“Supplier”). Both Company and Supplier may hereinafter be referred to individually as a “Party” or, collectively, as the “Parties.”
INVESTMENT AGREEMENT by and among INNVENTURE, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of [●], 2024Investment Agreement • August 29th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • New York
This INVESTMENT AGREEMENT (this ”Agreement”), dated as of [●], 2024, is by and among Innventure, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, 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.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AEROFLEXX, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 24th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AeroFlexx, LLC (f/k/a Air Assist, LLC), a Delaware limited liability company (the “LLC”), is made and entered into on and as of November 10, 2021 (the “Effective Date”), by and among the Persons whose names, addresses and taxpayer identification numbers are listed on the Information Exhibit. Unless otherwise indicated herein, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms.
