PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this Agreement), is entered into by and between Live Oak Crestview Climate Acquisition Corp., a Delaware corporation (the Company), and LOCC Sponsor, LLC, a Delaware limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate a public offering of the Companys units (the Public Offering), each unit consisting of one share of the Companys Class A common stock, par value $0.0001 per share (a Share), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Companys registration statement on Form S-1 related to the Public Offering (the Registration Statement); and
WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 5,500,000 warrants (or up to 6,000,000 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Sponsor Warrants), each Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants.
A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.
B. Purchase and Sale of the Sponsor Warrants.
(i) As payment in full for the 5,500,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $8,250,000 (the Purchase Price), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the Trust Account) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the Initial Closing Date (as defined below).
(ii) In the event that the over-allotment option is exercised in full or in part, Purchaser shall purchase up to an additional 500,000 Sponsor Warrants (the Additional Sponsor Warrants), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.50 per Additional Sponsor Warrant, up to an aggregate amount of $750,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.