PRIVATE WARRANT AGREEMENT
LIVE OAK CRESTVIEW CLIMATE ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of September 22, 2021
THIS WARRANT AGREEMENT (this Agreement), dated as of September 22, 2021, is by and between Live Oak Crestview Climate Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the Warrant Agent, also referred to herein as the Transfer Agent).
WHEREAS, on September 22, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with LOCC Sponsor, LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 4,666,666 warrants (or up to 5,000,000 warrants if the over-allotment option is exercised in full) simultaneously with the closing of the Offering (and the closing of the over-allotment option, if applicable) bearing the legend set forth in Exhibit A hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or affiliates of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants (the Working Capital Warrants and, together with the Private Placement Warrants, the Warrants) at a price of $1.50 per warrant;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Class A Common Stock, par value $0.0001 per share (Common Stock), and one-third of one public warrant (the Units) and, in connection therewith, has determined to issue and deliver up to 6,666,666 warrants (including up to 7,666,666 warrants subject to the Over-allotment Option) to public investors in the Offering;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-253895 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the issuance of the Units, the Warrants and the shares of Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange and exercise of the Warrants;