THIS INVESTMENT AGREEMENT (this Agreement), dated as of , 2021, is by and among (i) Live Oak Crestview Climate Acquisition Corp., a Delaware corporation (the SPAC), (ii) LOCC Sponsor, LLC, a Delaware limited liability company (the Sponsor), and (iii) [on behalf of certain of its affiliated investment funds (such investment funds, collectively,]  (Investor).
WHEREAS, in connection with the initial public offering (the IPO) of units of the SPAC, Investor has expressed an interest in acquiring up to 990,000 units in the IPO (the IPO Indication), at a price of $10.00 per unit.
WHEREAS, the parties wish to enter into this Agreement pursuant to which Investor will purchase from the Sponsor shares of Class B common stock, par value $0.0001 per share, of the SPAC (the Founder Shares) for the same value paid by the Sponsor, or approximately $0.003 per share (the Per Share Price).
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1. Sale and Purchase.
(a) In connection with the IPO Indication, and subject to the satisfaction of the conditions set forth in Section 1(b), the Sponsor hereby agrees to sell to Investor 62,500 Founder Shares (such shares, the Transferred Shares) for an aggregate purchase price of $217.39 (the Transfer Price) on the date of the closing of the IPO, and Investor hereby agrees to purchase the Transferred Shares (the Transfer). Concurrently with the Transfer, in consideration for the transfer of the Transferred Shares, Investor shall pay $217.39 to the Sponsor in immediately available funds. The Investor shall not be required to purchase more than the IPO Indication due to any upsizing, overallotment exercise or any other reason without first having the opportunity to purchase additional Founder Shares at the Per Share Price in a manner proportional to any increase in the Investors IPO allocation above the IPO Indication. Sponsor shall not be required to offer any additional Founder Shares to Investor other than the Transferred Shares and may determine to do so in its sole discretion.
(b) Subject to (i) the fulfillment by Investor of the IPO Indication (which shall include the acquisition of 100% of the units of the SPAC allocated to Investor by the underwriters in the IPO, provided such amount is not greater than 4.9% of the units offered in the IPO (exclusive of any units that may be issued pursuant to the underwriters over-allotment option)) and (ii) Investors payment of the Transfer Price as contemplated by Section 1(a) of this Agreement, the Transfer shall occur and be effective upon the closing of the IPO, automatically and without any action of any other party hereto.
(c) Except as contemplated by this Agreement or with the Investors prior written consent, the Transferred Shares shall not be subject to share price vesting triggers, claw-back, cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including (i) transfer of the Transferred Shares to any person, (ii) downsizing of the offering, (iii) failure of the underwriters to exercise their green shoe option, (iv) concessions or earn-out triggers in connection with the negotiation of a Business Combination (as defined below) or