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
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”).
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”.
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”).
