THIS WARRANT AGREEMENT (this Agreement), is made and entered into as of March 22, 2021 (the Effective Date), by and between Local Bounti Corporation, a Delaware corporation (the Company), and Cargill Financial Services International, Inc., a Delaware corporation (Holder).
In order to induce Holder to enter into that certain Credit Agreement, dated as of March 22, 2021 (the Credit Agreement), between the Company, as Borrower, and Holder, as Lender, the Company has agreed to issue to Holder, upon the earliest to occur of a Qualified Equity Financing (as defined below), a Qualified SPAC Transaction (as defined below) or an Acquisition (as defined below), a Warrant (as defined below) to purchase such type/series (the Class) and number of shares of the Company (the Warrant Shares and, together with such Warrant and all shares of Common Stock (as defined below) or other securities, if any, issuable upon conversion of the Warrant, the Securities), and at such exercise price (the Warrant Price), as determined pursuant to this Agreement.
1. Definitions. Terms used in this Agreement and not otherwise defined shall have the meaning given to them in the Credit Agreement. In addition to terms separately defined in this Agreement, as used in this Agreement, the following terms have the following meanings:
Acquisition means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company on a consolidated basis; (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Companys domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Companys (or the surviving or successor entitys or, if the surviving or successor entity is a wholly-owned subsidiary, its parents) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Companys then-total outstanding combined voting power; provided, however, that an Acquisition shall not include a Qualified SPAC Transaction.
Affiliate means with respect to any specified entity, any other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified entity, where the term control, controlled, or controlling as used in this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
Applicable Loan Amount means $2,500,000.
Qualified Equity Financing means an equity financing pursuant to which the Company issues and sells shares of its equity securities to investors in an arms-length transaction for the principal purpose of raising capital and resulting in aggregate gross proceeds to the Company of not less than $35,000,000.
Qualified SPAC Transaction means a SPAC Transaction resulting in minimum cash to the balance sheet of the successor company of the SPAC Transaction, after the payment of transaction costs and expenses, of not less than $35,000,000.