MASTER INTERCOMPANY SERVICES AGREEMENTMaster Intercompany Services Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This MASTER INTERCOMPANY SERVICES AGREEMENT (this “Agreement”), dated as of April 24, 2023, is by and among INNVENTURE LLC, a Delaware limited liability company (the “Company”) and Accelsius, LLC, a Delaware limited liability company (the “Service Recipient”), whereby, subject to the terms, conditions and limitations set forth herein, the Company will provide certain services set forth and described in this Agreement to the Service Recipient. The Company and Service Recipient are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” The Agreement includes services previously provided to include the period from April 1, 2023 through April 24, 2023.
ACCELSIUS HOLDINGS LLC CLASS A SERIES 2 UNIT PURCHASE AGREEMENTSeries 2 Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ACCELSIUS HOLDINGS LLC, a Delaware limited liability company (the “Company”), is made and entered into on and as of June 1, 2022 (the “Effective Date”), by and among INNVENTURE LLC, a Delaware limited liability company (“Innventure”), and the Persons whose names, addresses and taxpayer identification numbers are listed on the Information Exhibit attached hereto as Exhibit A from time to time pursuant to the terms of this Agreement. Unless otherwise indicated herein, capitalized words and phrases in this Agreement shall have the meanings set forth in the Glossary of Terms attached hereto as Exhibit B.
CLASS B-1 PREFERRED UNIT PURCHASE AGREEMENTPreferred Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS CLASS B-1 PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of August 25th, 2023 (the “Effective Date”) by and among Innventure LLC, a Delaware limited liability company (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”). Reference is made to that certain Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of April 27, 2022 and attached hereto as Exhibit B (as amended, restated, amended and restated, modified or supplemented from time to time, the “LLC Agreement”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the LLC Agreement.
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, 2022How 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”).
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.”
AMENDED AND RESTATED CLASS B PREFERRED UNIT PURCHASE AGREEMENTClass B Preferred Unit Purchase Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS AMENDED AND RESTATED CLASS B PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of June 27th, 2022, (the “Effective Date”), by and among Innventure LLC, a Delaware limited liability company (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”). Reference is made to that certain Fifth Amended and Restated Limited Liability Company Agreement of the Company dated as of April 27, 2022 and attached hereto as Exhibit B (the “LLC Agreement”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the LLC Agreement.
Patent and Know How License Agreement Between Air Assist LLC and The Procter & Gamble CompanyLearn SPAC HoldCo, Inc. • January 26th, 2024 • Ohio
This license agreement, effective and binding as of the last date of signing of this agreement (“EFFECTIVE DATE”), is between [Air Assist LLC], a Delaware limited liability company and AFFILIATES (collectively, “LICENSEE”); and The Procter & Gamble Company, an Ohio corporation and AFFILIATES (collectively, “OWNER”).
ENVELOPE RECYCLING PROGRAM SERVICES AGREEMENTEnvelope Recycling Program Services Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This Envelope Recycling Program Services Agreement (“Agreement”) is entered into by and between AeroFlexx LLC, a Delaware limited liability company (hereinafter referred to as “Company”) and TerraCycle (hereinafter referred to as “TerraCycle”) this 1 day of July 2020 (the “Effective Date”). Company and TerraCycle are hereinafter referred to sometimes individually as a “Party” or collectively as the “Parties.”
LOAN AGREEMENTLoan Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc.
BORROWER: AeroFlexx Packaging Company, LLC, a Delaware limited liability company, which has a principal business address at 8511 Trade Center Drive, Suite 350, West Chester, OH 45011; and
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
This LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) executed on March 29, 2023 (the “Signing Date”) but effective as of March 30, 2023 (the “Effective Date”), among Innventure LLC, a Delaware limited liability company (the “Lender”), Accelsius Holdings LLC, a Delaware limited liability company (the “Borrower”), and Accelsius LLC, a Delaware limited liability company (the “Guarantor” and together with the Borrower, the “Loan Parties”), provides the terms on which the Lender shall lend to the Borrower and the Borrower shall repay the Lender. The parties agree as follows:
GUARANTYLearn SPAC HoldCo, Inc. • April 12th, 2024 • 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”).
CLASS D PREFERRED UNIT PURCHASE AGREEMENTLimited Liability Company Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [___], 20 __], by and among [_______], a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
EQUIPMENT SUPPLY AGREEMENTEquipment Supply Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • New York
THIS EQUIPMENT SUPPLY AGREEMENT (this “Agreement”), dated as of the date last written below (the “Effective Date”), is made by and between AeroFlexx LLC, a Delaware limited liability company (“Company”) and B&B Packaging Technologies, a Wisconsin limited partnership (“Supplier”). Both Company and Supplier may hereinafter be referred to individually as a “Party” or, collectively, as the “Parties.”
Innventure Contractor AgreementInnventure Contractor Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • 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”).
CLASS B PREFERRED UNIT PURCHASE AGREEMENTLimited Liability Company Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • Delaware
THIS CLASS B PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of January 7th, 2022, by and among Innventure LLC, a Delaware limited liability company (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”). Reference is made to that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company dated as of September 23, 2021 and attached hereto as Exhibit B (the “LLC Agreement”). Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the LLC Agreement.
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
DEVELOPMENT, EVALUATION, AND OPTION AGREEMENTDevelopment, Evaluation, and Option Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • New York
THIS DEVELOPMENT, EVALUATION, AND OPTION AGREEMENT (this "Agreement"), dated as of the date last written below (the “Effective Date”), is made by and between AeroFlexx LLC, a Delaware limited liability company (“Company”) and Fameccanica.Data S.p.A., an Italian corporation (“Supplier”). Both Company and Supplier may hereinafter be referred to individually as a “Party” or, collectively, as the “Parties.”
Innventure Management Services AgreementInnventure Management 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”).
