Innventure, Inc.

On March 25, 2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with

Yorkville in connection with our issuance and sale to Yorkville of convertible debentures, convertible into shares of

Common Stock subject to certain conditions and limitations, in the aggregate principal amount of up to $30.0 million (the

“Convertible Debentures”). On April 14, 2025, pursuant to the Securities Purchase Agreement, we sold and issued to

Yorkville a Convertible Debenture in the principal amount of $20.0 million. Yorkville will purchase and we will issue an

additional $10.0 million in principal amount of Convertible Debentures (the “Second Convertible Debenture”) after both (i)

a registration statement is filed with the SEC registering the resale of the Conversion Shares and is declared effective by the

SEC and (ii) the Company has received approval of this Proposal 4 either through affirmative votes for this Proposal 4 at

the Annual Meeting or irrevocable proxies to do the same by a majority of the voting power of the Company.

The Convertible Debentures bear interest at an annual rate of 0.0%, and have a maturity date of July 14, 2026,

which may be extended at the option of Yorkville. The interest rate will increase to an annual rate of 18.0% upon the

occurrence and during the continuance of an event of default (as defined in the Convertible Debentures). The Convertible

Debentures provide a conversion right, at Yorkville’s option, in which any portion of the principal amount of the debt,

together with any interest or other amounts outstanding under the Convertible Debentures, may be converted at any time

and from time to time into the Common Stock at a conversion price equal to $10.00 (the “Conversion Price”), provided

that, on each of October 14, 2025 and January 14, 2026 (each, a “Reset Date”), the Conversion Price shall be adjusted

(downwards only) to the lower of (i) the Conversion Price then in effect, or (ii) the average VWAP of the Common Stock

during the ten consecutive trading days immediately preceding the applicable Reset Date. The Conversion Price is subject

to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with

respect to the Common Stock.

The Convertible Debentures may not be converted into shares of Common Stock to the extent such conversion

would result in Yorkville and its affiliates having beneficial ownership of more than 4.99% of the then outstanding shares

of Common Stock after giving effect to such conversion; provided that this limitation may be waived by Yorkville upon

not less than 65 days’ prior notice to us. Additionally, in compliance with our obligations under the rules and regulations of

Nasdaq, the aggregate number of shares of Common Stock that we may issue in a transaction is 9,415,549 shares of

Common Stock, or 19.99% of the shares of Common Stock outstanding as of the date of the Securities Purchase

Agreement (the “Convertible Debentures Exchange Cap”). The Convertible Debentures Exchange Cap will not apply under

certain circumstances, including if our stockholders have approved issuances in excess of the Convertible Debentures

Exchange Cap in accordance with the rules of Nasdaq or we obtain a written opinion from an outside law firm that such

approval is not required.

The Convertible Debentures provide us, subject to certain conditions, with an optional redemption right pursuant

to which we, upon 10 trading days’ prior written notice to Yorkville (the “Redemption Notice”), may redeem in cash, in

whole or in part, so long as (i) the Redemption Notice is delivered to Yorkville after the close of trading hours on a trading

day, and (ii) the VWAP of the Common Stock was less than the Conversion Price on the day the Redemption Notice was

given, any of the outstanding principal and interest thereon at a redemption price equal to (a) the principal amount being

redeemed, (b) all accrued and unpaid interest under the applicable Convertible Debenture as of the date of such redemption

and (c) a redemption premium of 5% of the principal amount being redeemed on or before the twelve-month anniversary of

the issuance date of the Convertible Debentures (the “Issuance Date”), and 10% of the principal amount being redeemed

after the twelve-month anniversary of the Issuance Date.

The Convertible Debentures include a monthly repayment schedule of installment dates (the “Repayment

Schedule”) on which the Company shall repay a portion of the outstanding balance of the Convertible Debentures equal to

(i) the installment principal amount set forth on the Repayment Schedule, (ii) a 5% payment premium (of the principal

amount being paid) and (iii) any accrued and unpaid interest as of each installment date.

On April 14, 2025, we and Yorkville entered into a registration rights agreement (the “Registration Rights

Agreement”) pursuant to which we are required to file a registration statement registering the resale by Yorkville of any

shares of Common Stock issuable upon conversion of the Convertible Debentures. We filed the registration statement on

April 15, 2025 and received notice of effectiveness on April 23, 2025.

Additional information concerning the Securities Purchase Agreement, Registration Rights Agreement and

Convertible Debentures is contained in our Current Reports on Form 8-K filed with the SEC on March 26, 2025 and April

14, 2025, which are incorporated by reference herein.