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”).
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”).
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.
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).
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
