Innventure, Inc.

On October 24, 2023, we entered into the SEPA with Yorkville. Pursuant to the SEPA, we have the right, but not

the obligation, to sell to Yorkville up to $75.0 million (the “Commitment Amount”) of shares of Common Stock at our

request any time during the 36 months following the Closing of the Business Combination. At our option, the shares would

be purchased at a purchase price determined by multiplying the market price of the shares of Common Stock by either (i)

95% of the daily VWAP (as defined below) during the applicable one-day pricing period (the “Option 1 Pricing Period”) or

(ii) 97% of the lowest daily VWAP during the applicable three consecutive trading day pricing period (the “Option 2

Pricing Period”). We may also specify a certain minimum acceptable price per share in each sale that we request under the

SEPA (an “Advance”) below which we will not be obligated to make any sales to Yorkville. “VWAP” means, for any

trading day, the daily volume weighted average price of the Common Stock for such date on Nasdaq as reported by

Bloomberg L.P. during regular trading hours or, for a specified period, the volume weighted average price of the Common

Stock on Nasdaq, for such period as reported by Bloomberg L.P. through its “AQR” function.

Each Advance may be for the greater of (i) 100% of the aggregate daily trading volume of the Common Stock

during the five trading days preceding the Advance notice or (ii) $10.0 million.

We may not issue shares of Common Stock to Yorkville pursuant to the SEPA to the extent that, as a result of

previous issuances and sales of shares of Common Stock to Yorkville under the SEPA, it would result in Yorkville and its

affiliates having beneficial ownership of more than 9.99% of the then outstanding shares of Common Stock. Moreover,

under the applicable Nasdaq Listing Rules and pursuant to the SEPA, Yorkville may not purchase more than 9,899,582

shares of Common Stock under the SEPA without obtaining stockholder approval, or 19.99% of the shares of Common

Stock outstanding as of the date of the Closing of the Business Combination (the “SEPA Exchange Cap”). The SEPA

Exchange Cap will not apply under certain circumstances, including if our stockholders have approved issuances in excess

of the SEPA Exchange Cap in accordance with the rules of Nasdaq or the average price of all applicable sales of Common

Stock under the SEPA equals or exceeds certain minimum prices.

As consideration for Yorkville’s commitment to purchase shares of Common Stock at our direction upon the

terms and subject to the conditions set forth in the SEPA, we paid Yorkville certain fees, including a commitment fee in an

amount equal to $375,000.

Yorkville’s obligation to purchase shares of Common Stock pursuant to the SEPA is subject to a number of

conditions, including that a registration statement be filed with the SEC, registering the shares to be issued pursuant to an

Advance under the Securities Act, and that the Registration Statement is declared effective by the SEC. We filed the

registration statement on November 4, 2024, and received notice of effectiveness on November 12, 2024. Furthermore, we

filed a post-effective amendment to the registration statement on April 15, 2025, which was declared effective on April 23,

In connection with the entry into the Securities Purchase Agreement (as defined below), we agreed that for so long

as any amounts remain outstanding under the Convertible Debentures, if we request an Advance then, unless otherwise

agreed by Yorkville, (1) we may only request an Option 2 Pricing Period in such Advance, and, (2) all of the proceeds from

such Advance shall be used as an Advance Payment (as defined in the Convertible Debentures), provided that, if all the

following conditions have been satisfied with respect to any Advance, then then the proceeds of such Advance shall be

paid to us: (A) the Commitment Amount remaining available (after taking into account the subject Advance) exceeds 110%

of the aggregate principal amount outstanding under the Convertible Debentures, (B) all monthly payments under the

Convertible Debentures that have come due and that are coming due within 31 calendar days following the closing of the

subject Advance shall have been repaid, (C) the market value of the number of shares of Common Stock that remain

available for issuance under the Convertible Debenture Exchange Cap (as defined below) is at least 200% of the aggregate

principal amount outstanding under the Convertible Debentures, and (D) the market value of the number of shares of

Common Stock issuable under the SEPA that remain registered for resale by Yorkville pursuant to an effective registration

statement is at least 200% of the aggregate principal amount outstanding under the Convertible Debentures.

Additional information concerning the SEPA is contained in our 2024 Annual Report and is incorporated by

reference herein.

Reasons for Seeking Stockholder Approval

Under Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance of securities in

connection with a transaction (or a series of related transactions) other than a public offering involving the sale, issuance or

potential issuance of Common Stock (or securities convertible into or exercisable for Common Stock) equal to 20% or

more of the shares of Common Stock or 20% or more of the voting power outstanding before the issuance at a price that is

less than the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the

signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the Common Stock (as reflected on

Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement (the “Minimum Price”).

On October 23, 2023, the date immediately preceding the date of the execution of the SEPA, our Common Stock was not

yet trading on Nasdaq.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the

issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a

change in control of a company may be deemed to occur for this purpose; however, Nasdaq suggests in its guidance that a

change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of

investors) would own or have the right to acquire 20% or more of a company’s then-outstanding capital stock.

Until this Proposal 3 is approved by our stockholders, Yorkville may not purchase more than 9,899,582 shares of

Common Stock pursuant to the SEPA, representing 19.99% of the shares of Common Stock outstanding as of the date of

the Closing of the Business Combination. Stockholder approval of this Proposal 3 will constitute stockholder approval for

purposes of Nasdaq Listing Rules 5635(d) and 5635(b).

Our Board has determined that the SEPA and our ability to issue the shares of Common Stock thereunder in

excess of the SEPA Exchange Cap are in the best interests of the Company and its stockholders because the ability to sell

shares of Common Stock to Yorkville provides us with a reliable source of capital for general corporate purposes, which

may include, but are not limited to, funding working capital, capital expenditures and operating expenses, including the

expenses for the Innventure Companies and, together with the subsidiary companies that we may found, fund, and operate

going forward, the “Operating Companies”.

We cannot predict the price of the Common Stock at any future date, and therefore cannot predict the number of

shares of Common Stock to be issued under the SEPA or whether the applicable price for any such shares will be greater

than the Minimum Price under the applicable Nasdaq Listing Rules.

Therefore, we are seeking stockholder approval under this Proposal 3 to issue shares of Common Stock in excess

of the SEPA Exchange Cap, if necessary, to Yorkville under the terms of the SEPA. The failure of our stockholders to

approve this Proposal 3 will prevent us from selling, at less than the Minimum Price, shares of Common Stock to Yorkville

in excess of the SEPA Exchange Cap. However, it would be possible to sell shares to Yorkville in excess of the SEPA

Exchange Cap if the sale of shares covered by any Advance is equal to or greater than the Minimum Price for such

Advance. As of the close of business on the Record Date, the price of the Common Stock was $4.42 per share.