TECHNOLOGY LICENSE AND KNOW-HOW AGREEMENT by and among NOKIA TECHNOLOGIES OY, NOKIA SOLUTIONS AND NETWORKS OY, NOKIA OF AMERICA CORPORATION, and ACCELSIUS, LLC Effective Date: May 27, 2022Technology License and Know-How Agreement • April 12th, 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”).
PATENT PURCHASE AGREEMENT by and among NOKIA TECHNOLOGIES OY, NOKIA SOLUTIONS AND NETWORKS OY, and ACCELSIUS, LLC Effective Date: May 27, 2022Patent Purchase Agreement • April 12th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • New York
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.”
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”).
Innventure Management Services AgreementManagement Services Agreement • April 12th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
This Management Services Agreement (“Agreement”) is entered into this 22 day of January 2021 between Innventure LLC, a Delaware limited liability company (“Innventure”) and L1FE Management Limited, an independent contractor (hereinafter the “Service Provider”).
