Local Bounti 8K Entry into a Material Definitive Agreement | LOCL 24 Nov 21

Exhibit 4.3

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER AND ANY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 5.2 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

WARRANT TO PURCHASE STOCK

Company: Local Bounti Corporation, a Delaware corporation

Number of Shares: 294,118, subject to adjustment as provided in this Warrant

Type/Series of Stock: Common Stock, par value $0.0001 per share, subject to adjustment as provided in this Warrant

Warrant Price: $8.50 per share, subject to adjustment as provided in this Warrant

Issue Date: November 19, 2021

Expiration Date: Five years following the Issue Date. See also Sections 1.7(a) and 5.1(a).

Background:

This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Warrant Agreement, dated as of March 22, 2021 (the “Warrant Agreement”) between Local Bounti Corporation and Holder (as defined below)

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, Cargill Financial Services International, Inc. (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”), is entitled to purchase up to the number of fully paid and non-assessable shares (the “Shares”) of the Type/Series of Stock (the “Class”) provided for above of Local Bounti Corporation, a Delaware corporation (the “Company”), at the Warrant Price provided for above, all as set forth in, as adjusted pursuant to, and upon the terms and conditions set forth in this Warrant.

SECTION 1. EXERCISE.

1.1 Vesting. As of the Issue Date of this Warrant set forth above, all of the Shares are vested and exercisable.

1.2 Method of Exercise. Holder may, from time to time, during the Exercise Period (as defined below), exercise this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.3, a check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company for the aggregate Warrant Price for the Shares being purchased.

1.3 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.2 above, but otherwise in accordance with the requirements of Section 1.2, Holder may elect to receive Shares equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:


X =		Y(A-B)/A

where:


X =		the number of Shares to be issued to the Holder;

Y =		the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =		the Fair Market Value (as determined pursuant to Section 1.4 below) of one Share; and

B =		the Warrant Price.

1.4 Fair Market Value. If the Common Stock is then traded on a nationally recognized securities exchange (a “Trading Market”) and the Class is Common Stock, then the fair market value of a Share shall be the closing price or last sale price of a share of the Common Stock reported for the trading day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Common Stock is then traded on a Trading Market and the Class is convertible into Common Stock, then the fair market value of a Share shall be the closing price or last sale price of a share of the Common Stock reported for the trading day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company multiplied by the number of shares of Common Stock into which a Share is then convertible. If the Common Stock is not traded in a Trading Market, then the Board of Directors of the Company (the “Board”) shall determine the fair market value of a Share in its reasonable good faith judgment.

1.5 Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.2 or 1.3 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.6 Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor and amount.

1.7 Mandatory Exercise Transactions; Other Acquisitions.

(a) Mandatory Exercise Transactions. So long as this Warrant is outstanding, if the Company proposes to enter into a Mandatory Exercise Transaction (as defined below), then this Warrant shall automatically be deemed to be Cashless Exercised pursuant to Section 1.3 above as to all Shares effective immediately prior to, and contingent upon, the consummation of such Mandatory Exercise Transaction. In connection with such Cashless Exercise, Holder shall be deemed to have restated each of

the representations and warranties in Section 4 of the Warrant as the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Mandatory Exercise Transaction where the fair market value of one Share as determined in accordance with Section 1.4 above would be less than the Warrant Price in effect immediately prior to such Mandatory Exercise Transaction, then this Warrant will expire immediately prior to the consummation of such Mandatory Exercise Transaction. Notwithstanding anything set forth in Section 1.5, no certificate representing the Shares shall be required to be delivered to the extent that such Mandatory Exercise Transaction will result in all of the outstanding shares of the Class being reclassified, exchanged, combined, substituted, or replaced for, into, with or by securities of a different class and/or series and Holder shall instead participate in such Mandatory Exercise Transaction on the same terms as other holders of outstanding shares of the Class.

(b) Certain Definitions. For the purposes of this Warrant:

(i) “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 Company’s 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 Company’s (or the surviving or successor entity’s or, if the surviving or successor entity is a wholly-owned subsidiary, its parent’s) 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 Company’s then-total outstanding combined voting power; provided, however, that an “Acquisition” shall not include a Qualified SPAC Transaction.

(ii) “Mandatory Exercise Transaction” means the occurrence of any of the following: (x) the consummation of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash (a “Cash Acquisition); or (y) the consummation by the Company of a plan of complete liquidation or dissolution of such the Company.

(c) Treatment on Other Acquisitions. Upon the closing of a Qualified SPAC Transaction or any other Acquisition other than a Cash Acquisition, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

1.8 Stockholder Agreements. As a condition precedent to any exercise of this Warrant into or for the Shares, Holder (or such other person or persons in whose name(s) any certificate(s) representing the Shares shall be issuable upon exercise of this Warrant) shall be required to execute and become a party to any voting agreement, investors’ rights agreement, registration rights agreement, right of first refusal and co-sale agreement of the Company that the holders of the Class who are financial investors are then generally a party thereto, unless such Holder is already a party thereto.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1 Stock Dividends, Splits, Etc. If, on or after the Issue Date, the Company declares or pays a dividend or distribution on the outstanding shares of the Class payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If, on or after the Issue Date, the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If, on or after the Issue Date, the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.

2.2 Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.

2.3 Conversion of Preferred Stock. If the Class is a class and series of the Company’s preferred stock that is convertible into Common Stock, if all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into Common Stock pursuant to the provisions of the Company’s Certificate of Incorporation, including in connection with the Company’s initial, underwritten public offering and sale of Common Stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted (and to the extent a Mandatory Exercise Transaction shall not have occurred), this Warrant shall be exercisable for such number of shares of Common Stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of Common Stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

2.4 Adjustments for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares of Common Stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner as may be set forth in the Company’s Certificate of Incorporation as if the Shares were issued and outstanding on and as of the date of any such required adjustment.

2.5 No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.4 above) of a full Share, less (ii) the then-effective Warrant Price.

2.6 Notice/Certificate as to Determinations and Adjustments. Upon each determination or adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within seven (7) Business Days (as defined in the Credit Agreement) setting forth the determinations or adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such determination or adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such determination or adjustment and the Warrant Price, Class and number of Shares in effect upon the date of such determination or adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(a) All Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number of shares of the Class, Common Stock and other securities as will be sufficient to permit the exercise in full of this Warrant and the conversion of the Shares into Common Stock or such other securities.

(b) If any securities to be reserved for the purpose of exercise of this Warrant require approvals or registrations under applicable state “blue sky” or federal securities laws, the Company will use its commercially reasonable efforts to obtain such approvals or registrations as may be appropriate.

(c) All corporate action required to be taken by the Board and stockholders in order to authorize the Company to enter into this Warrant, and to issue this Warrant and Shares which may be issued upon the exercise of this Warrant acquirable upon exercise hereof, and any securities issuable upon conversion of such Shares, has been taken or will be taken prior to the Issue Date. All action on the part of the officers of the Company necessary for the execution and delivery of this Warrant and the performance of all obligations of the Company hereunder has been taken. This Warrant constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

to which the Company is a party or by which its assets are bound except such defaults as would not reasonably be expected to materially and adversely affect the Company; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

3.2 Notice of Certain Events. If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Class or the Common Stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

(d) effect a Qualified SPAC Transaction or any other Acquisition or to liquidate, dissolve or wind up; or

(e) effect an IPO;

then, in connection with each such event, the Company shall give Holder:

(1) in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto) or for determining rights to vote, if any;

(2) in the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event giving rise to the notice); and

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1 Purchase for Own Account. This Warrant and the securities to be acquired upon exercise of this Warrant and any securities to be acquired upon conversion thereof by Holder are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant or the Shares.

4.2 Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.

4.3 Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof and any securities exercisable upon conversion thereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof and any securities exercisable upon conversion thereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available.

4.6 No Stockholder Rights. Without limiting any term or provision of this Warrant, Holder agrees that, as a Holder of this Warrant, it will not have any rights as a stockholder in respect of the Shares issuable on exercise hereof until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1 Term; Automatic Cashless Exercise Upon Expiration.

(a) Term. Subject to the provisions of Section 1.7 above, this Warrant is exercisable in whole or in part at any time and from time to time on or after Issue Date and on or before 5:00 PM, Central time, on the Expiration Date (such period being the “Exercise Period”) and shall be void after the end of the Exercise Period.

(b) Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.4 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.3 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

5.2 Transfer Procedure. Sections 5 and 6 of the Warrant Agreement shall govern the transfer of all or part of this Warrant by the Holder. In connection with any proposed transfer, the Holder will give the Company notice of the portion of the Warrant proposed to be transferred (which shall be in the form attached hereto as Appendix 2 and shall be accompanied by surrender of this Warrant for reissuance to the transferee(s) (and Holder if applicable)).

5.3 Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (3^rd) Business Day after being mailed by first-class registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.3. All notices to the Holder shall be addressed as follows until the Company receives notice of a change in address:

Cargill Financial Services International, Inc.

Attn: Erik Haugen

9320 Excelsior Boulevard

MS 142

Hopkins, MN 55343

Telephone: 952-984-0574

Facsimile: 952-249-4416

Email: Erik_Haugen@cargill.com

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Local Bounti Corporation

Attn: Kathleen Valiasek

490 Foley Lane

Hamilton, MT 59840

Telephone: (650) 713-7086

Email: kathy@localbounti.com

with a copy to:

Orrick, Herrington & Sutcliffe LLP

Attention: Albert W. Vanderlaan

222 Berkeley St, Suite 2000

Boston, MA 02116

Attention Telephone: (617) 880-2219;

Email: avanderlaan@orrick.com

5.4 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

5.5 Attorneys’ Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

5.6 Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.

5.7 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

5.8 Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

5.9 Definitions; Interpretation. Capitalized terms used and not defined herein have the respective meanings given to such terms in the Warrant Agreement (or, if not specifically defined therein, in the Credit Agreement). In the event that the last day for performance of an act or the exercise of a right hereunder falls on a day other than a Business Day, then the last day for such performance shall be the first Business Day immediately following the otherwise last day for such performance or such exercise.

[Remainder of page left blank intentionally; signature page follows]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


“COMPANY”

LOCAL BOUNTI CORPORATION

By:
Name:
		(Print)
Title:


“HOLDER”

CARGILL FINANCIAL SERVICES INTERNATIONAL, INC.

By:
Name:
		(Print)
Title:

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned Holder hereby exercises its right to purchase ___________ shares of the Common Stock, par value $0.0001 per share, of Local Bounti Corporation (the “Company”) in accordance with the attached Warrant to Purchase Stock, and tenders payment of the aggregate Warrant Price for such shares as follows:


		[ ]		check in the amount of $________ payable to order of the Company enclosed herewith

		[ ]		Wire transfer of immediately available funds to the Company’s account

		[ ]		Cashless Exercise pursuant to Section 1.3 of the Warrant

		[ ]		Other [Describe] __________________________________________

2. Please issue a certificate or certificates representing the Shares in the name specified below:



		Holder’s Name


		(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.


HOLDER:


By:

Name:

Title:

(Date):

Appendix 1

APPENDIX 2

FORM OF TRANSFER

(To be signed only upon transfer of Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _______________________________ the right represented by the attached Warrant to purchase ___________ shares of the Common Stock, par value $0.0001 per share, of Local Bounti Corporation (the “Company”) to which the attached Warrant relates, and appoints ___________ Attorney to transfer such right on the books of the Company, with full power of substitution in the premises.

Dated:____________________


		(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

		Address:
Signed in the presence of:

Appendix 2

WARRANT TO PURCHASE STOCK

Company: Local Bounti Corporation, a Delaware corporation

Number of Shares: 411,765, subject to adjustment as provided in this Warrant

Type/Series of Stock: Common Stock, par value $0.0001 per share, subject to adjustment as provided in this Warrant

Warrant Price: $8.50 per share, subject to adjustment as provided in this Warrant

Issue Date: November 19, 2021

Expiration Date: Five years following the Issue Date. See also Sections 1.7(a) and 5.1(a).

Background: This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Warrant Agreement, dated as of September 3, 2021 (the “Warrant Agreement”), between Local Bounti Corporation and Holder (as defined below)

SECTION 1. EXERCISE.

1.1 Vesting. As of the Issue Date of this Warrant set forth above, all of the Shares are vested and exercisable.


X =		Y(A-B)/A

where:


X =		the number of Shares to be issued to the Holder;

Y =		the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);

A =		the Fair Market Value (as determined pursuant to Section 1.4 below) of one Share; and

B =		the Warrant Price.

1.7 Mandatory Exercise Transactions; Other Acquisitions.

Transaction. In connection with such Cashless Exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon exercise. In the event of a Mandatory Exercise Transaction where the fair market value of one Share as determined in accordance with Section 1.4 above would be less than the Warrant Price in effect immediately prior to such Mandatory Exercise Transaction, then this Warrant will expire immediately prior to the consummation of such Mandatory Exercise Transaction. Notwithstanding anything set forth in Section 1.5, no certificate representing the Shares shall be required to be delivered to the extent that such Mandatory Exercise Transaction will result in all of the outstanding shares of the Class being reclassified, exchanged, combined, substituted, or replaced for, into, with or by securities of a different class and/or series and Holder shall instead participate in such Mandatory Exercise Transaction on the same terms as other holders of outstanding shares of the Class.

(b) Certain Definitions. For the purposes of this Warrant:

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(d) Assuming the accuracy of the Holder’s representations and warranties in Section 4, the execution, delivery and performance of this Warrant will not result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, (i) a default under any law applicable to the Company or any instrument, judgment, order, writ, decree, contract or agreement to which the Company is a party or by which its assets are bound except such defaults as would not reasonably be expected to materially and adversely affect the Company; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

3.2 Notice of Certain Events. If the Company proposes at any time to:

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Class;

(d) effect a Qualified SPAC Transaction or any other Acquisition or to liquidate, dissolve or wind up; or

(e) effect an IPO;

then, in connection with each such event, the Company shall give Holder:

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

The Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

SECTION 5. MISCELLANEOUS.

5.1 Term; Automatic Cashless Exercise Upon Expiration.

Cargill Financial Services International, Inc.

Attn: Erik Haugen

9320 Excelsior Boulevard

MS 142

Hopkins, MN 55343

Telephone: 952-984-0574

Facsimile: 952-249-4416

Email: Erik_Haugen@cargill.com

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Local Bounti Corporation

Attn: Kathleen Valiasek

490 Foley Lane

Hamilton, MT 59840

Telephone: (650) 713-7086

Email: kathy@localbounti.com

with a copy to:

Orrick, Herrington & Sutcliffe LLP

Attention: Albert W. Vanderlaan

222 Berkeley St, Suite 2000

Boston, MA 02116

Attention Telephone: (617) 880-2219;

Email: avanderlaan@orrick.com

5.7 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law.

5.8 Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning of any provision of this Warrant.

[Remainder of page left blank intentionally; signature page follows]

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


“COMPANY”

LOCAL BOUNTI CORPORATION

By:
Name:
		(Print)
Title:


“HOLDER”

CARGILL FINANCIAL SERVICES INTERNATIONAL, INC.

By:
Name:
		(Print)
Title:

APPENDIX 1

NOTICE OF EXERCISE



[	]	check in the amount of $________ payable to order of the Company enclosed herewith

[	]	Wire transfer of immediately available funds to the Company’s account

[	]	Cashless Exercise pursuant to Section 1.3 of the Warrant

[	]	Other [Describe] __________________________________________

2. Please issue a certificate or certificates representing the Shares in the name specified below:



		Holder’s Name


		(Address)

3. By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in Section 4 of the Warrant to Purchase Stock as of the date hereof.


HOLDER:


By:

Name:

Title:

(Date):

Appendix 1

APPENDIX 2

FORM OF TRANSFER

(To be signed only upon transfer of Warrant)

Dated:____________________


		(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

		Address:

Signed in the presence of:

Appendix 2

Local Bounti (LOCL) 8-KEntry into a Material Definitive Agreement