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”),
WARRANT ASSUMPTION AGREEMENTWarrant Assumption Agreement • July 24th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • New York
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 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.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”).
Innventure Contractor AgreementInnventure Contractor 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
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.
