Common use of Conversion Limitations Clause in Contracts

Conversion Limitations. (a) Notwithstanding anything herein to the contrary, including in the Certificate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (B) controlling in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the Effective Date (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (c) For purposes of this Article VII, in determining the number of outstanding shares of Common Stock, Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company shall within two Business Days confirm orally and in writing to such Purchaser the number of shares of Common Stock then outstanding. (d) If on any attempted conversion of the Series C Preferred Stock, the issuance of the shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue to the Purchaser requesting conversion such number of shares of Common Stock as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtained.

Conversion Limitations. (aA) Notwithstanding anything herein to the contrary, including if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the Certificateaggregate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of 19.99(1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately after giving effect preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such issuance Holder on the Original Issue Date by (y) the “Maximum Aggregate Ownership Amount”) or (B) controlling in excess aggregate principal amount of 19.99% all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the total voting power of Issuable Maximum shall be allocated pro-rata among the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote remaining Holders. If on a matter being voted on by holders of the Common Stock any Conversion Date: (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise1) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system Set Price then in effect is such that the shares issuable under this Debenture on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in any Conversion Date together with the aggregate number of shares of Common Stock previously issued exceeding 19.99upon conversion and issuable upon conversion in full of all then outstanding Debentures would otherwise exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor; provided, however, if after October 27, 2003 (December 27, 2003 in the event of a full review by the Commission of the Proxy relating thereto) Shareholder Approval shall not have been obtained, at the election of the Holder, the Company shall pay the Holder within 3 Trading Days of notice from the Holder, in cash, the Mandatory Prepayment Amount with respect to such Holder's pro-rata share of the Excess Principal (less the 30% default premium in the case of (i)(A) therein). This Debenture shall thereafter be unconvertible until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. (B) The Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i), Section 5b) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the outstanding number of shares of the Common Stock as of the date outstanding immediately preceding the Effective Date (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Article VIIDebenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the rules and regulations promulgated thereunder. (c) Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Article VIISection 4(a)(ii), in determining the number of outstanding shares of Common Stock, Purchaser the Holder may rely on the number of outstanding shares of Common Stock as reflected in (ix) the Company’s 's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent 's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaserthe Holder, the Company shall within two Business Trading Days confirm orally and in writing to such Purchaser the Holder the number of shares of Common Stock then outstanding. (d) If on . In any attempted conversion of the Series C Preferred Stockcase, the issuance number of the outstanding shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue be determined after giving effect to the Purchaser requesting conversion or exercise of securities of the Company, including this Debenture, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)i) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance specified in such notice of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtainedwaiver).

Conversion Limitations. (aA) Notwithstanding anything herein to the contrary, including if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the Certificateaggregate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of 19.99(1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately after giving effect preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued to Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such issuance Holder on the Original Issue Date by (y) the “Maximum Aggregate Ownership Amount”) or (B) controlling in excess aggregate principal amount of 19.99% all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the total voting power of Issuable Maximum shall be allocated pro-rata among the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote remaining Holders. If on a matter being voted on by holders of the Common Stock any Conversion Date: (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise1) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system Set Price then in effect is such that the shares issuable under this Debenture on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in any Conversion Date together with the aggregate number of shares of Common Stock issued exceeding 19.99that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company’s shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Principal”), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the outstanding number of shares of the Common Stock as of the date outstanding immediately preceding the Effective Date (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Article VIIDebenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the rules and regulations promulgated thereunder. (c) Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Article VIISection 4(a)(ii), in determining the number of outstanding shares of Common Stock, Purchaser the Holder may rely on the number of outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Quarterly Report on Form 10-Q QSB or Annual Report on Form 10-KKSB, as the case may be, filed with the SEC, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaserthe Holder, the Company shall within two Business Trading Days confirm orally and in writing to such Purchaser the Holder the number of shares of Common Stock then outstanding. (d) If on . In any attempted conversion of the Series C Preferred Stockcase, the issuance number of the outstanding shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue be determined after giving effect to the Purchaser requesting conversion or exercise of securities of the Company, including this Debenture, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 4(a)(ii)(B) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance specified in such notice of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtainedwaiver).

Conversion Limitations. (a) Notwithstanding anything herein to the contrary, including in the CertificateThe Company, the Company shall not issue to Investors and the Purchaser any Placement Agent agree that, unless and until the approval of the Company's stockholders or a waiver from The Nasdaq Stock Market is obtained as hereinafter set forth, the total number of shares of Common Stock issued and issuable upon the conversion of the Preferred Stock issued on the Closing Date pursuant to the extent such shares after giving effect to a conversion would: (i) result in Certificate of Designation and/or upon exercise of the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of Warrants shall not exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (B) controlling in excess of 19.99% as of the total voting power Closing Date. The Company agrees that, upon the written request of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock Required Cap Investors (the “Maximum Aggregate Voting Amount”as hereinafter defined), unless and until the Company obtains the it shall include a resolution for approval by the Company’s stockholders (whether approved through at a special meeting of stockholders for the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements purpose of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares approving below market price issuances of Common Stock issued exceeding 19.99to the Investors equal to or in excess of 20% of the outstanding Common Stock as of the date immediately preceding the Effective Date (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (c) For purposes of this Article VII, in determining the number of outstanding shares of Common Stock, Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstandingoutstanding as of the Closing Date as required by Section 4310(c)(25)(H)(i) of The Nasdaq Marketplace Rules, or other similar requirement. Upon The Company shall, within thirty days after receiving the aforementioned written or oral request request, prepare an appropriate proxy statement for such special meeting and file it with the SEC and shall, as soon as practicable after clearance of a Purchaserthe proxy statement by the SEC, call the Company shall within two Business Days confirm orally special meeting. In the event that the aforementioned proposal is not ratified by the stockholders and the number of shares issued and potentially issuable under the Certificate of Designation and upon exercise of the Warrants exceeds in writing to such Purchaser the aggregate 19.99% of the number of shares of Common Stock then outstanding. (d) If on any attempted conversion outstanding as of the Series C Preferred StockClosing Date, the issuance Company will use its reasonable efforts to obtain a waiver from The Nasdaq Stock Market (or other applicable market or exchange) to permit such issuances. For the purpose of this Agreement, the "Required Cap Investors" shall mean one or more Investors which acquired, in the aggregate, at least 50% of the total number of shares of Series F Preferred Stock originally purchased by all Investors hereunder and each of which Investor has received, prior to the aforementioned written request, on conversion or exercise of the Securities, shares of Common Stock would exceed representing the Maximum Aggregate Ownership Amount, full allocation of such Investor's respective Cap Allocation Amount (as defined in the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time Certificate of conversion, then the Company shall (i) issue to the Purchaser requesting conversion such number of shares of Common Stock as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtainedDesignation).

Conversion Limitations. (aA) Notwithstanding anything herein to the contrary, including if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the Certificateaggregate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of 19.99% of the number of Ordinary Shares outstanding on the Trading Day immediately preceding the Original Issue Date, less the number of Ordinary Shares issued prior to the applicable Conversion Date upon exercise of any Warrants issued pursuant to the Purchase Agreement and the Original Purchase Agreement and the conversion of any debentures pursuant to the Purchase Agreement and the Original Purchase Agreement (such number of shares, the "ISSUABLE MAXIMUM"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such Holder on the Original Issue Date by (y) the aggregate principal amount of all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on any Conversion Date: (1) the applicable Set Price then in effect is such that the shares issuable under this Debenture on any Conversion Date together with the aggregate number of Common Stock Ordinary Shares that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable law or applicable rules and regulations of the Principal Market (or any successor entity), if any (the "SHAREHOLDER APPROVAL"), then the Company shall issue to the Holder requesting a conversion a number of Ordinary Shares equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of Ordinary Shares in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the "EXCESS PRINCIPAL"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of Ordinary Shares outstanding immediately after giving effect to such issuance conversion; PROVIDED, HOWEVER, such percentage shall be 9.99% for purposes of a Forced Conversion under Section 4(b)(iv) only. For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its affiliates shall include the number of Ordinary Shares issuable upon conversion of this Debenture with respect to which the determination of such sentence is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (A) conversion of the “Maximum Aggregate Ownership Amount”) remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) controlling in excess of 19.99% exercise or conversion of the total voting power unexercised or nonconverted portion of any other securities of the Company’s securities outstanding immediately after giving effect Company (including, without limitation, any other convertible debentures or warrants) subject to such issuance that are entitled a limitation on conversion or exercise analogous to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval limitation contained herein beneficially owned by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (Holder or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result its affiliates. Except as set forth in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the Effective Date (the “Issuance Cap”)sentence, unless and until the Company obtains the Requisite Stockholder Approval. (b) For for purposes of this Article VIISection 4(a)(ii), beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the rules and regulations promulgated thereunder. (c) Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Article VIISection 4(a)(ii), in determining the number of outstanding shares of Common StockOrdinary Shares, Purchaser the Holder may rely on the number of outstanding shares of Common Stock Ordinary Shares as reflected in (ix) the Company’s 's most recent Quarterly Report on Form 1020-Q or Annual Report on Form 10-K, as the case may be, filed with the SECF, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent 's Transfer Agent setting forth the number of shares of Common Stock Ordinary Shares outstanding. Upon the written or oral request of a Purchaserthe Holder, the Company shall within two Business Trading Days confirm orally and in writing to such Purchaser the Holder the number of shares of Common Stock Ordinary Shares then outstanding. (d) If on . In any attempted case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Series C Preferred StockCompany, including this Debenture, by the issuance Holder or its affiliates since the date as of the shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue to the Purchaser requesting conversion which such number of shares of Common Stock as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtainedoutstanding Ordinary Shares was reported.

Conversion Limitations. (aA) Notwithstanding anything herein to the contrary, including if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the Certificateaggregate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of 19.99(1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately after giving effect preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued to Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the “Issuable Maximum”). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such issuance Holder on the Original Issue Date by (y) the “Maximum Aggregate Ownership Amount”) or (B) controlling in excess aggregate principal amount of 19.99% all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder’s remaining portion of the total voting power of Issuable Maximum shall be allocated pro-rata among the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote remaining Holders. If on a matter being voted on by holders of the Common Stock any Conversion Date: (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise1) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system Set Price then in effect is such that the shares issuable under this Debenture on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in any Conversion Date together with the aggregate number of shares of Common Stock issued exceeding 19.99that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company’s shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the Principal Market (or any successor entity), if any (the “Shareholder Approval”), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock equal to such Holder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum and, with respect to the remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder’s pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Excess Principal”), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible to such extent until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. (B) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder’s affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the outstanding number of shares of the Common Stock as of the date outstanding immediately preceding the Effective Date (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Article VIIDebenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the rules and regulations promulgated thereunder. (c) Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Article VIISection 4(a)(ii), in determining the number of outstanding shares of Common Stock, Purchaser the Holder may rely on the number of outstanding shares of Common Stock as reflected in (ix) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaserthe Holder, the Company shall within two Business Trading Days confirm orally and in writing to such Purchaser the Holder the number of shares of Common Stock then outstanding. (d) If on . In any attempted conversion of the Series C Preferred Stockcase, the issuance number of the outstanding shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue be determined after giving effect to the Purchaser requesting conversion or exercise of securities of the Company, including this Debenture, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Company, and the provisions of this Section 4(a)(ii)(B) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance specified in such notice of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtainedwaiver).

Conversion Limitations. (aA) Notwithstanding anything herein to the contrary, including if the Company has not obtained Shareholder Approval (as defined below), if required by the applicable rules and regulations of the Principal Market (or any successor entity), then the Company may not issue upon conversion of the Debentures, in the Certificateaggregate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of 19.99(1) 19.999% of the number of shares of Common Stock outstanding on the Trading Day immediately after giving effect preceding the Original Issue Date, (2) less any shares of Common Stock issued as payment of interest or upon exercise of the Warrants issued Holders of the Debentures on the Original Issue Date pursuant to the Purchase Agreement (such number of shares, the "Issuable Maximum"). Each Holder shall be entitled to a portion of the Issuable Maximum equal to the quotient obtained by dividing (x) the aggregate principal amount of the Debenture(s) issued and sold to such issuance Holder on the Original Issue Date by (y) the “Maximum Aggregate Ownership Amount”) or (B) controlling in excess aggregate principal amount of 19.99% all Debentures issued and sold by the Company on the Original Issue Date. If any Holder shall no longer hold the Debenture(s), then such Holder's remaining portion of the total voting power of Issuable Maximum shall be allocated pro-rata among the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote remaining Holders. If on a matter being voted on by holders of the Common Stock any Conversion Date: (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise1) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system Set Price then in effect is such that the shares issuable under this Debenture on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in any Conversion Date together with the aggregate number of shares of Common Stock issued exceeding 19.99% that would then be issuable upon conversion in full of all then outstanding Debentures would exceed the Issuable Maximum, and (2) the Company's shareholders shall not have previously approved the transactions contemplated by the Transaction Documents, as may be required by the applicable rules and regulations of the outstanding Principal Market (or any successor entity), if any (the "Shareholder Approval"), then the Company shall issue to the Holder requesting a conversion a number of shares of Common Stock as equal to such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the date immediately preceding Issuable Maximum and, with respect to the Effective Date remainder of the aggregate principal amount of the Debentures (including any accrued interest) then held by such Holder for which a conversion in accordance with the applicable conversion price would result in an issuance of shares of Common Stock in excess of such Holder's pro-rata portion (which shall be calculated pursuant to the terms hereof) of the Issuable Maximum (the “Issuance Cap”"Excess Principal"), the Company shall be prohibited from converting such Excess Principal, and shall notify the Holder of the reason therefor. This Debenture shall thereafter be unconvertible until and unless Shareholder Approval is subsequently obtained or is otherwise not required, but this Debenture shall otherwise remain in full force and effect. The Company and the Holder understand and agree that shares of Common Stock issued to and then held by the Holder as a result of conversions of Debentures shall not be entitled to cast votes on any resolution to obtain Shareholder Approval pursuant hereto. Additionally, this Debenture is subject to that certain letter agreement by and among the initial Holders of the Debentures and the Company relating to the restriction on the issuance of shares of Common Stock until the Company obtains approval of the Requisite Stockholder Approvaltransaction from the Principal Market. (bB) The Company shall not effect any conversion of this Debenture, and the Holder shall not have the right to convert any portion of this Debenture, pursuant to Section 4(a)(i), Section 5b) or otherwise, to the extent that after giving effect to such conversion, the Holder (together with the Holder's affiliates), as set forth on the applicable Notice of Conversion, would beneficially own in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its affiliates shall include the number of shares of Common Stock issuable upon conversion of this Article VIIDebenture with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, nonconverted portion of this Debenture beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Debentures or the Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(a)(ii), beneficial ownership shall be determined calculated in accordance with Section 13(d) of the Exchange Act Act. To the extent that the limitation contained in this section applies, the determination of whether this Debenture is convertible (in relation to other securities owned by the Holder) and of which a portion of this Debenture is convertible shall be in the sole discretion of such Holder. To ensure compliance with this restriction, the Holder will be deemed to represent to the Company each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the rules and regulations promulgated thereunder. (c) Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Article VIISection 4(a)(ii), in determining the number of outstanding shares of Common Stock, Purchaser the Holder may rely on the number of outstanding shares of Common Stock as reflected in (ix) the Company’s 's most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (iiy) a more recent public announcement by the Company, Company or (iiiz) any other notice by the Company or the Company’s transfer agent 's Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaserthe Holder, the Company shall within two Business Trading Days confirm orally and in writing to such Purchaser the Holder the number of shares of Common Stock then outstanding. (d) If on . In any attempted conversion of the Series C Preferred Stockcase, the issuance number of the outstanding shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue be determined after giving effect to the Purchaser requesting conversion or exercise of securities of the Company, including this Debenture, by the Holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 4(a)(ii) may be waived by the Holder upon, at the election of the Holder, not less than 61 days' prior notice to the Company, and the provisions of this Section 4(a)i) shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance specified in such notice of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtainedwaiver).

Conversion Limitations. (a) Notwithstanding anything herein to the contrary, including in the Certificate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion and when added to the number of shares of Common Stock issued and issuable upon conversion of any shares of Series B Preferred Stock issued pursuant to this Agreement, the number of shares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, Inc., dated October 2, 2024, by and between the Company and WTI FUND X, LLC, and the number of shares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, Inc., dated October 2, 2024, by and between the Company and WTI FUND XI, LLC, would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (Aa) beneficially owning in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (Bb) controlling in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the Effective Date date hereof (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (c) For purposes of this Article VII, in determining the number of outstanding shares of Common Stock, Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company shall within two Business Days confirm orally and in writing to such Purchaser the number of shares of Common Stock then outstanding. (d) If on any attempted conversion of the Series C B Preferred Stock, the issuance of the shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue to the Purchaser requesting conversion such number of shares of Common Stock as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C B Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtained.

Conversion Limitations. (a) Notwithstanding anything herein to the contrary, including in the Certificate, the Company shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion and when added to the number of shares of Common Stock issued and issuable upon conversion of any shares of Series B Preferred Stock issued pursuant to this Agreement, the number of shares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, Inc., dated [_], 2024, by and between the Company and WTI FUND X, LLC, and the number of shares of Common Stock issued and issuable upon exercise of the Warrant to Acquire Securities of Innventure, Inc., dated [_], 2024, by and between the Company and WTI FUND XI, LLC, would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (Aa) beneficially owning in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance (the “Maximum Aggregate Ownership Amount”) or (Bb) controlling in excess of 19.99% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the Effective Date date hereof (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (c) For purposes of this Article VII, in determining the number of outstanding shares of Common Stock, Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Purchaser, the Company shall within two Business Days confirm orally and in writing to such Purchaser the number of shares of Common Stock then outstanding. (d) If on any attempted conversion of the Series C B Preferred Stock, the issuance of the shares of Common Stock would exceed the Maximum Aggregate Ownership Amount, the Maximum Aggregate Voting Amount or the Issuance Cap, and the Company shall not have previously obtained Requisite Stockholder Approval at the time of conversion, then the Company shall (i) issue to the Purchaser requesting conversion such number of shares of Common Stock as may be issued below the Maximum Aggregate Ownership Amount, Maximum Aggregate Voting Amount, or the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance of doubt, with respect to the remainder of the aggregate number of shares of Common Stock not then issued, the Series C B Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtained. LEARN SPAC HOLDCO, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: President Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ COMMONWEALTH ASSET MANAGEMENT LP By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Address: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ COMMONWEALTH ASSET MANAGEMENT LP, or its assignee 750,000 $7,500,000.00 EXHIBIT A [Attached.] Pursuant to Section 151 of the General Corporation Law of the State of Delaware, Innventure, Inc., a corporation duly organized and validly existing under the State of Delaware (the “Company”), does hereby submit the following:

Conversion Limitations. The Company and the Purchasers agree that so long as Section 4310 (ac)(25)(H)(i) Notwithstanding anything herein of the Nasdaq Marketplace Rules continues to be applicable to the contraryCompany, including in and unless and until the Certificateapproval of the Company's stockholders (the "Approval") or a waiver from The Nasdaq Stock Market is obtained as hereinafter set forth, the Company total number of Conversion Shares and Warrant Shares issued and issuable upon the conversion of the Preferred Stock and/or exercise of the Warrants shall not issue to the Purchaser any shares of Common Stock to the extent such shares after giving effect to a conversion would: (i) result in the Purchaser (together with the Purchaser’s affiliates) (A) beneficially owning in excess of exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect as of the Closing Date. The Company agrees that it shall include a resolution for approval at a meeting of stockholders for the purpose of approving below market price issuances of Common Stock to such issuance (the “Maximum Aggregate Ownership Amount”) Purchasers equal to or (B) controlling in excess of 19.9920% of the total voting power of the Company’s securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock (the “Maximum Aggregate Voting Amount”), unless and until the Company obtains the approval by the Company’s stockholders (whether approved through a special meeting of the Company’s stockholders or otherwise) in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635 (or any equivalent rule or requirement of the applicable exchange or automated quotation system on which the Common Stock is then listed or quoted) (the “Requisite Stockholder Approval”); and (ii) result in the aggregate number of shares of Common Stock issued exceeding 19.99% of the outstanding Common Stock as of the date immediately preceding the Effective Date (the “Issuance Cap”), unless and until the Company obtains the Requisite Stockholder Approval. (b) For purposes of this Article VII, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. (c) For purposes of this Article VII, in determining the number of outstanding shares of Common Stock, Purchaser may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, filed with the SEC, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstandingoutstanding as of the Closing Date as required by Section 4310 (c)(25)(H)(i) of the Nasdaq Marketplace Rules, or such other similar requirement. Upon In the written or oral request event that the aforementioned proposal is not ratified by the stockholders and the number of a Purchaser, shares issued and potentially issuable under the Company shall within two Business Days confirm orally and Certificate of Designation and/or upon exercise of the Warrants exceeds in writing to such Purchaser the aggregate 19.99% of the number of shares of Common Stock then outstanding. (d) If on any attempted conversion outstanding as of the Series C Preferred StockClosing Date, the issuance of Company will use its best efforts to obtain a waiver from The Nasdaq Stock Market (or other applicable market or exchange) to permit such issuances. The Company further agrees that it will file the shares of Common Stock would exceed preliminary proxy statement relating to the Maximum Aggregate Ownership Amount, Approval with the Maximum Aggregate Voting Amount SEC on or before thirty (30) days after the Issuance Cap, and Closing Date (the "Proxy Filing Date"). The Company further agrees to obtain Approval no later than ninety (90) days after the Closing Date ("Approval Date"). If the Company shall not have previously obtained Requisite Stockholder fails to file the proxy statement on or before the Proxy Filing Date or fails to obtain the Approval at on or before the time of conversionApproval Date, then the Company shall (i) issue will pay to the Purchaser requesting conversion Purchasers (pro rated on a daily basis), as liquidated damages for such number failure and not as a penalty, two percent (2%) of shares the Purchase Price for every thirty (30) day period thereafter until the proxy statement has been filed and/or Approval obtained, provided that, such demand is made by the Purchasers in writing within ninety (90) days of the date on which the Company becomes liable for such liquidated damages in accordance with this Section 3.17. Such payment of the liquidated damages shall be made to the Purchasers in cash and/or Common Stock, at the sole discretion of the Company, promptly upon demand, provided however, that the payment of such liquidated damages shall not relieve the Company from its obligations to seek the Approval pursuant to this Section 3.17. Notwithstanding the foregoing, this Section 3.17 will not be effective if the Common Stock as may is deemed not to be issued below at a discount under the Maximum Aggregate Ownership AmountNasdaq Marketplace Rules, Maximum Aggregate Voting Amount, or in which case the Issuance Cap, as the case may be and (ii) use reasonable best efforts to seek, as soon as practicable, the Requisite Stockholder Approval. For the avoidance of doubt, with respect Company shall give notice to the remainder of Purchasers in the aggregate number of shares of Common Stock not then issued, the Series C Preferred Stock shall not be convertible until and unless the Requisite Stockholder Approval has been obtained.form attached hereto as Exhibit G.