FORM OF REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of [ ], 2021, is made and entered into by and among Live Oak Crestview Climate Acquisition Corp., a Delaware corporation (the Company), LOCC Sponsor, LLC, a Delaware limited liability company (the Sponsor), the qualified institutional buyers or institutional accredited investors listed under Anchor Investors on the signature pages hereto (the Anchor Investors), and each of the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, the Anchor Investors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a Holder and collectively the Holders).
WHEREAS, the Sponsor and the Anchor Investors own an aggregate of 5,750,000 shares (the Founder Shares) of the Companys Class B common stock, par value $0.0001 per share;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on [ ], 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,666,666 warrants (or up to 5,000,000 warrants pro rata to the extent that the over-allotment option in connection with the Companys initial public offering is exercised) (the Private Placement Warrants) at a price of $1.50 per warrant, in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering (and the closing of the over-allotment option, if applicable);
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain officers and directors of the Company may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants (Working Capital Warrants) at a price of $1.50 per warrant; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: