Material Agreement Form 8 K

Entry into Side Letters

On September 24, 2024, Learn CW, Innventure, Holdco, LCW Merger Sub and Innventure Merger Sub entered into a side letter to the Business Combination Agreement (the "BCA Side Letter"). The BCA Side Letter waives and modifies certain provisions within the Business Combination Agreement, including (among others): (i) Learn CW's covenants to list its Learn CW Class A Ordinary Shares and Learn CW Public Warrants on the listing exchange; (ii) any breach of Innventure's covenants resulting from its termination of certain purchase agreements by and among Innventure, Michael Otworth and John Scott and its arrangement with Innventure1, in each case, where Innventure agreed to issue Class B-1 Preferred Units to Mr. Otworth, Dr. Scott and Innventure1 in exchange for their shares of PCT's common stock; (iii) the classification of certain cost, fees and expenses as "Parent Transaction Costs" (as defined within the Business Combination Agreement); (iv) any breach of or default under the Business Combination Agreement in respect of certain promissory notes; and (v) required contents of certain pre-closing deliverables relating to payments and share issuances at Closing. The parties subject to the BCA Side Letter also acknowledge and agree (i) that certain financings are to be considered "Additional Financings" (as defined within the Business Combination Agreement) under certain circumstances and (ii) to increase the size of the Learn CW Convertible Promissory Note to $4.8 million.

The foregoing description of the BCA Side Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the BCA Side Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On September 24, 2024, Learn CW, Innventure, Holdco, LCW Merger Sub and Innventure Merger Sub also entered into a side letter to the Sponsor Support Agreement (the "SSA Side Letter"). The SSA Side Letter waives and modifies certain provisions within the Sponsor Support Agreement, including (among others): (i) certain financings are to be considered "Additional Financings" (as defined within the Sponsor Support Agreement) under certain circumstances; (ii) the Sponsor may assign all of its rights, title, interest and obligations under the Sponsor Support Agreement to the permitted transferee of its Subject Securities (as defined in the Sponsor Support Agreement ); and (iii) as of the date of the SSA Side Letter, the VWAP Completion Event (as defined in the Sponsor Support Agreement ) is deemed to have been satisfied in full, without any further action by any person, meaning that there is no longer any lockup on the At Risk Sponsor Shares (as defined in the Sponsor Support Agreement ) received by the Sponsor pursuant to the provisions of the Sponsor Support Agreement.

The foregoing description of the SSA Side Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the SSA Side Letter, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Entry into Series B Preferred Stock Investment Agreement

On September 24, 2024, Holdco entered into an investment agreement (the "Series B Investment Agreement") with Commonwealth Asset Management LP (together with its assignee, the "Series B Investor"), pursuant to which Holdco agrees to issue and sell to the Series B Investor an aggregate of 750,000 shares of Holdco's Series B Preferred Stock, par value $0.0001 per share, (the "Series B Preferred Stock") in a private placement, at a price of $10.00 per share of Series B Preferred Stock (the "Series B Preferred Stock Financing"). The Series B Preferred Stock Financing is expected to close concurrently with the consummation of the Business Combination and is expected to provide Holdco with approximately $7.5 million of gross proceeds before deducting fees and other estimated offering expenses. Additionally, Holdco is currently negotiating with potential investors for the issuance and sale of additional Series B Preferred Stock (the "Additional Preferred Stock Financing") in a private placement. Notwithstanding the foregoing, the Additional Preferred Stock Financing is subject to general economic, industry and market conditions and other events and factors, many of which are beyond Holdco's control. There is no guarantee that the Additional Preferred Stock Financing will close or that Holdco will receive proceeds from such financing.

The Series B Investment Agreement contains customary representations, warranties, and covenants by the parties, including certain indemnification obligations of the Series B Investors. The representations, warranties, and covenants contained in the Series B Investment Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Series B Investment Agreement and are subject to limitations agreed upon by contracting parties. Accordingly, the form of the Series B Investment Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Series B Investment Agreement and not to provide investors with any other factual information regarding Holdco or its business and should be read in conjunction with the disclosures in Holdco's periodic reports and other filings with the Securities and Exchange Commission (the "Commission").

As part of the Series B Investment Agreement, Holdco is required to prepare and file a registration statement with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), covering the resale of the shares of common stock, par value $0.0001 per share ("Holdco Common Stock"), issuable upon conversion of Series B Preferred Stock within 120 days from the original issuance date.

The foregoing description of the Series B Investment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the form of Series B Investment Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The Series B Preferred Stock

Upon the consummation of the Business Combination, Holdco's authorized capital stock will consist of 250,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share. Of the 25,000,000 shares of preferred stock authorized by the Amended and Restated Certificate of Incorporation, the Holdco Board is expected to designate 3,000,000 shares as "Series B Preferred Stock" on the Closing Date. The Certificate of Designation that will be filed with the Delaware Secretary of State for the Series B Preferred Stock (the "Series B Preferred Stock Certificate of Designation") will establish the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the shares of such Series B Preferred Stock, which terms are described in more detail below.

Ranking

With respect to payment of dividends, the Series B Preferred Stock shall rank senior in priority of payment to all Junior Stock and Parity Stock in any liquidation, dissolution, winding up or distribution of Holdco, and junior to any existing or future secured or unsecured indebtedness and other liabilities (including trade payables) of Holdco. With respect to (a) distribution of assets and (b) all other liquidation, winding up, dissolution, dividend and redemption rights, the Series B Preferred Stock shall rank pari passu in priority of payment to all Parity Stock and senior in priority of payment to all Junior Stock in any liquidation, dissolution, winding up or distribution of the Company, and junior to any existing or future secured or unsecured indebtedness and other liabilities (including trade payables) of the Company.

"Junior Stock" means (i) Holdco Common Stock and (ii) any other preferred stock, other than the Series A Preferred Stock, if issued, and any other equity interest of Holdco, in each case which by its terms ranks junior to the Series B Preferred Stock with respect to payment of dividends and/or distribution of assets.

"Parity Stock" means the Series A Preferred Stock, if issued, and any equity interest of Holdco hereinafter created which by its terms ranks pari passu with the Series B Preferred Stock.

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The Series B Preferred Stock will carry an annual 8.0% cumulative dividend, which will be paid prior to and in preference over any Junior Stock or Parity Stock. On the last day of the last quarter in each fiscal year of Holdco such dividends will be made as a payment in kind.

Voting Rights

Per each whole share of Series B Preferred Stock, the holders of Series B Preferred Stock will be entitled to cast the number of votes equal to (i) the Original Issue Price, which is $10.00, divided by (ii) the Minimum Price (which shall have the meaning assigned in Nasdaq Listing Rule 5635(d)) of Holdco Common Stock as of the initial issue date of the Series B Preferred Stock and will vote with the holders of Holdco Common Stock as a single class and on an as-converted basis, except as provided by law or applicable Nasdaq Listing Rules.

Mandatory Conversion at the Company's Option

On the date that is the fifth anniversary of the initial issuance date of the Series B Preferred Stock, all shares of Series B Preferred Stock will be converted into shares of Holdco Common Stock.

Optional Conversion at the Holder's Option

Holders of Series B Preferred Stock may convert all of their respective shares of Series B Preferred Stock into shares of Holdco Common Stock upon the effectiveness of a registration statement to be filed by Holdco providing for the resale of the shares of Holdco Common Stock issuable upon conversion of shares of Series B Preferred Stock.

Conversion Rate

The number of shares of Holdco Common Stock that each holder of Series B Preferred Stock will receive upon conversion of all of such holder's shares of Series B Preferred Stock will be the number of shares equal to the Series B Conversion Rate (as defined below) multiplied by the number of shares of Series B Preferred Stock held by such holder (subject to a threshold amount). No fractional shares shall be issued upon the exercise of any conversion right. Any fractional shares that a holder would otherwise be entitled to will be rounded up to the next whole share.

"Series B Conversion Rate" means a fraction whose numerator is the Original Issue Price, which is $10.00 per share of Series B Preferred Stock, and whose denominator is the lesser of (i) the Reset Conversion Price or (ii) $12.50.

"Reset Conversion Price" means the greater of (a) $5.00 and (b) the 10-trading day volume-weighted average closing price of the Holdco Common Stock.

Adjustments

Holders of Series B Preferred Stock will have rights to certain adjustments for stock dividends stock splits and rights in connection with certain subsequent rights offerings.

The foregoing description of the Series B Preferred Stock does not purport to be complete and is subject to and qualified in its entirety by reference to the form of Series B Preferred Stock Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Termination of Class B-1 Unit Purchase Agreement

On August 25, 2023, Innventure entered into unit purchase agreements ("Purchase Agreements") with each of John Scott, Innventure's Chief Strategy Officer, and Michael Otworth, Innventure's Executive Chairman, (each a "Purchaser" and together the "Purchasers"), who are each members of Innventure1 LLC ("Innventure1"), itself a related party of Innventure. Under the terms of the unit purchase agreements, Innventure agreed to issue the Purchasers Class B-1 Preferred Units upon the release of Mr. Scott and Mr. Otworth's contractual restrictions under lock-up agreements entered into between Mr. Scott and Mr. Otworth and PureCycle Technologies, Inc. On September 20, 2024, Innventure and the Purchasers entered into a Termination Agreement (the "Termination Agreement," which memorialized their determination that it is in their mutual best interests to terminate the Purchase Agreements upon the consummation of the transactions contemplated by the Business Combination Agreement.

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The foregoing description of the Termination Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Termination Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference.