Reference is made to that certain Sponsor Support Agreement (the “
Agreement”), dated as of October 24, 2023, by and among
Learn CW Investment Corporation, a Cayman Islands exempted company (the “
Parent”), CWAM LC Sponsor LLC, a Delaware limited liability company (the “
Sponsor”), and Innventure LLC, a
Delaware limited liability company (the “
Company”, and together with the Parent and the Sponsor, the “
Parties”). Unless the context requires otherwise, capitalized terms used but not defined herein shall have the respective meanings
given to such terms in the Agreement.
In accordance with
Section 3.7 (Amendment) of the Agreement, the Parties hereby acknowledge and agree that, notwithstanding anything to the contrary in the
Agreement, the officers of the Parties, being duly authorized, have determined to (i) acknowledge and agree that “
Draw #1”, in the amount of US$20,000,000.00 as further described in that certain
Non-Binding Term Sheet (the “
Non-Binding Term Sheet”) for a financing (the “
WTI Financing”) by WTI Fund X/ WTI Fund XI, Inc., and/or its affiliates and assigns (“
WTI”) of the
Company, dated on or about August 14, 2024, between the Company and
Western Technology Investment, an affiliate of WTI, is deemed
to constitute
an Additional Financing as contemplated by the Agreement, (ii) acknowledge and agree that “
Draw #2”, in the amount of US$15,000,000.00 as further described in the
Non-Binding
Term Sheet (“
Draw 2”), is deemed
to constitute an Additional Financing as contemplated by the Agreement;
provided, that either (x) WTI funds Draw 2 or (y)
the
Company satisfies the conditions for WTI to fund Draw 2 on or prior to the end of the applicable availability period set forth in the definitive agreements for the WTI Financing and the Company has not requested that WTI fund Draw 2 prior to the
end of such period, (iii) acknowledge and agree that “
Draw #3”, in the amount of US$15,000,000.00 as further described in the
Non-Binding Term Sheet (“
Draw 3”),
is deemed
to constitute an Additional Financing as contemplated by the Agreement;
provided, that either (x) WTI funds Draw 3 or (y) the Company satisfies the conditions for WTI to fund Draw 3
on or prior to the end of the applicable availability period set forth in the definitive agreements for the WTI Financing and the Company has not requested that WTI fund Draw 3 prior to the end of such period;
provided,
further,
that, the amount of any Additional Financing attributed to subparts (ii) and (iii) of this paragraph shall equal the amount WTI funds or for which the conditions to fund have been met, with respect to such draw, (iv) agree that, subject to, and
upon or following the
Closing, the Sponsor may assign all of its rights, title, interest and obligations under the Agreement to the permitted transferee of its
Subject
Securities, (v) acknowledge and agree that, for the avoidance of doubt, each of the Glockner Promissory Note and the Scott Promissory Note (each as defined in the Business Combination Agreement) shall constitute an Additional Financing for purposes
of the Agreement, (vi) as of the date hereof, deem the VWAP Completion Event to have been satisfied in full, without any further action by any person, for purposes of Section 1.10(c) of the Agreement (but, for the avoidance of doubt, not for any
other purpose, including Section 1.11(c)(ii) of the Agreement), and (vii) acknowledge and agree that the At Risk Sponsor Shares shall refer to the shares of Holdco Common Stock (received by the Sponsor in exchange for its Parent Class B Ordinary
Shares in the LCW Merger).