Learn SPAC HoldCo, Inc. Sample Contracts
ContractRegistration Rights Agreement • April 14th, 2025 • Innventure, Inc. • Blank checks
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • March 25th, 2025 • Innventure, Inc. • Blank checks
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of October 24, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and LEARN SPAC HOLDCO, INC., a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination Agreement, dated as of October 24, 2023 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among the Company, Learn CW Investment Corporation, a Cayman Islands exempted company with limited liability (“Parent”), LCW Merger Sub, Inc., a Delaware corporation (“LCW Merger Sub”), Innventure LLC, a Delaware limited liability company (“Innventure”), and Innventure Merger Sub, LLC, a Delaware limited liability company (“Innventure Merger Sub”), pursuant
LOAN AND SECURITY AGREEMENT Dated as of October 22, 2024 between INNVENTURE LLC, a Delaware limited liability company, as “Borrower”, and WTI FUND X, INC., a Maryland corporation, and WTI FUND XI, INC., a Maryland corporation, each, as “Lender”Loan and Security Agreement • October 23rd, 2024 • Innventure, Inc. • Blank checks • California
Borrower and each of WTI Fund X, Inc. (“Fund 10”) and WTI Fund XI, Inc. (“Fund 11”) have entered or anticipate entering into one or more transactions pursuant to which each Lender severally and not jointly agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this Agreement by reference. Each Supplement constitutes a supplement to and forms part of this Agreement, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties.
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2025 • Innventure, Inc. • Blank checks
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 25, 2025, is between INNVENTURE, INC., a company incorporated under the laws of the State of Delaware (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • June 18th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Florida
This Aircraft Time Sharing Agreement (“Agreement”) is made as of the 6th day of May, 2024 (“Effective Date”), between Corporate Development Group LLC (“Operator”) and Innventure, LLC (“Time Sharee) (each a “Party” and collectively, the “Parties”).
INNVENTURE, INC. Convertible DebentureConvertible Security Agreement • May 15th, 2025 • Innventure, Inc. • Blank checks
FOR VALUE RECEIVED, INNVENTURE, INC., a company incorporated under the laws of the State of Delaware (the “Company”), hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the Original Principal Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the “Principal”) and the Payment Premium or the Redemption Premium, as applicable, in each case when due, and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date it commences to accrue pursuant to the terms hereof, until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). The Issuance Date (set forth above) is the date of the first issuance of this Convertible Debenture (as amended, amended and restated, extended
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
ContractGlobal Guaranty Agreement • April 14th, 2025 • Innventure, Inc. • Blank checks • New York
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”).
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.Technology License and Know-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”).
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.
September 24, 2024 Innventure LLCWaiver and Modification of Certain Covenants • September 26th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 18th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
In consideration of the mutual agreements contained in this Amendment and other good and valuable consideration the receipts and sufficiency of which is hereby acknowledged, the Parties agree as follows:
PREFERRED STOCK PURCHASE AGREEMENT by and among INNVENTURE, INC. and THE PURCHASERS LISTED ON SCHEDULE I HERETO Dated as of March [•], 2025Preferred Stock Purchase Agreement • March 25th, 2025 • Innventure, Inc. • Blank checks • New York
This PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March [•], 2025 (the “Effective Date”), is by and among Innventure, Inc., a Delaware corporation (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.
Innventure Contractor AgreementContractor 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
ACCELSIUS HOLDINGS LLC CLASS A SERIES 2 UNIT PURCHASE AGREEMENTClass a Series 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.
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”),
AMENDMENT TO CONVERTIBLE DEBENTURESConvertible Debentures • September 16th, 2025 • Innventure, Inc. • Blank checks
This Amendment to Convertible Debentures (this “Amendment” or “Agreement”) is entered into as of September 15, 2025 by and between Innventure, Inc., a Delaware company (the “Company”) and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), with reference to (i) that certain Convertible Debenture, issued April 14, 2025, as amended from time to time, in an original principal amount of $20,000,000.00 issued by the Company to the Investor and bearing Number INV-1 (the “First Debenture”), and (ii) that certain Convertible Debenture, issued May 15, 2025, as amended from time to time, in an original principal amount of $10,000,000.00 issued by the Company to the Investor and bearing Number INV-2 (the “Second Debenture” and collectively with the First Debenture, the “Convertible Debentures”). Undefined terms herein have the same definitions set forth in the Convertible Debentures.
CLASS B-1 PREFERRED UNIT PURCHASE AGREEMENTClass B-1 Preferred 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.
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • September 16th, 2025 • Innventure, Inc. • Blank checks • New York
This Global Guaranty Agreement (this “Guaranty”) is made as of September 15, 2025 by INNVENTURE LLC, a limited liability company organized under the laws of Delaware (the “Guarantor”), in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of INNVENTURE, INC., a corporation incorporated under the laws of the State of Delaware (the “Debtor”) owed to the Creditor.
SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTSecured Convertible Promissory Note and Warrant Purchase Agreement • May 10th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
This Amended and Restated Secured Convertible Promissory Note and Warrant Purchase Agreement (the “Agreement”) is made as of July 31, 2021 (the “Effective Date”) by and among Aeroflexx LLC, a Delaware limited liability company (the “Company”), Innventus ESG Fund I, L.P., a Delaware limited partnership ("Innventus") and the persons and entities named on the Schedule of Purchasers attached hereto (along with Innventus, individually, a “Purchaser” and collectively, the “Purchasers”).
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”).
AEROFLEXX, LLC SECURED CONVERTIBLE PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENTSecured Convertible Promissory Note and Warrant Purchase Agreement • May 10th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks • Delaware
This Secured Convertible Promissory Note and Warrant Purchase Agreement (the “Agreement”) is made as of June 3, 2021 (the “Effective Date”) by and among Aeroflexx, LLC, a Delaware limited liability company (the “Company”), and Innventus ESG Fund I, L.P., a Delaware limited partnership (individually, a “Purchaser” and collectively, the “Purchaser”).
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.”
Innventure, Inc.Unsecured Convertible Promissory Note • July 1st, 2025 • Innventure, Inc. • Blank checks • Lakes
This letter agreement will confirm the agreement between Innventure, Inc. (“Innventure Parent”), Innventure LLC (“Innventure LLC,” together with Innventure Parent, “Innventure”), Accelsius Holdings LLC (the “Borrower”) and you (“Lender”) that, pursuant to and effective as of the purchase by the Lender of the Claman Note, the parties will be entitled to the rights or subject to the obligations set forth below, as applicable, in addition to any other rights or obligations specifically provided for in the Claman Note.
Patent and Know How License Agreement Between Air Assist LLC and The Procter & Gamble CompanyPatent and Know How License Agreement • January 26th, 2024 • Learn SPAC HoldCo, Inc. • 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
ContractContractor Agreement • April 14th, 2025 • Innventure, Inc. • Blank checks
AMENDMENT TO CONVERTIBLE DEBENTURESConvertible Debentures Amendment • June 4th, 2025 • Innventure, Inc. • Blank checks
This Amendment to Convertible Debentures (this “Amendment” or “Agreement”) is entered into as of June 4, 2025 by and between INNVENTURE, INC. a company incorporated under the laws of the State of Delaware (the “Company”) and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), with reference to (i) that certain Convertible Debenture issued April 14, 2025 in an original principal amount of Twenty Million Dollars ($20,00,000), and (ii) that certain Convertible Debenture issued May 15, 2025 in an original principal amount of Ten Million Dollars ($10,00,000), each delivered by the Company to the Investor (collectively, the “Debentures”). Undefined terms herein have the same definitions set forth in the Debentures.
FORM OF VOTING AGREEMENTVoting Agreement • May 15th, 2025 • Innventure, Inc. • Blank checks
This voting agreement is entered into in connection with Section 4(j)(i) of the Securities Purchase Agreement (the “SPA”) dated as of March 25, 2025 between the Company and YA II PN, Ltd. To the extent permitted by law, this voting agreement is irrevocable and shall continue in full force and effect until the obligations under 4(j)(i) have been met.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 9th, 2024 • Learn SPAC HoldCo, Inc. • Blank checks
This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) effective as of July 1, 2024 (the “Amendment Effective Date”) amends that certain Loan and Security Agreement executed on March 29, 2023 but effective as of March 30, 2023 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”), as amended by the FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT executed on December 13, 2023 and the SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT executed on April 10, 2024 (the “Agreement”). Capitalized terms not defined herein shall have the meanings as set forth in the Agreement.
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: