Exhibit 10.1
Execution Version
SECURITIES PURCHASE AGREEMENT
This SECURITIES PURCHASE AGREEMENT (this Agreement) is made and entered into as of October 21, 2022 by and among Local
Bounti Corporation, a Delaware corporation (the Company), and each of the Investors identified on EXHIBIT A attached hereto (each an Investor and collectively the
Investors).
WHEREAS, the Company and each Investor is executing and delivering this Agreement in reliance upon the
exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act), and/or Rule 506 of Regulation D (Regulation D) as
promulgated by the U.S. Securities and Exchange Commission (the SEC) under the Securities Act.
WHEREAS, the Investors,
severally and not jointly, wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and subject to the conditions stated in this Agreement, up to an aggregate of $23,300,000 (the Financing
Amount) of shares (the Securities) of the Companys Common Stock, par value $0.0001 per share (the Common Stock).
WHEREAS, contemporaneously with the sale of the Securities, the parties hereto will execute and deliver a Registration Rights Agreement, in
the form attached hereto as Exhibit B (the Registration Rights Agreement), pursuant to which the Company will agree to provide certain registration rights in respect of the Securities under the Securities Act, and the rules
and regulations promulgated thereunder, and applicable state securities laws.
NOW, THEREFORE, in consideration of the mutual promises
made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:
Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more
intermediaries Controls, is controlled by, or is under common Control with, such Person.
Agreement has the meaning set
forth in the Preamble.
Benefit Plan or Benefit Plans shall mean employee benefit plans as defined
in Section 3(3) of ERISA and all other employee benefit practices or arrangements, including any such practices or arrangements providing severance pay, sick leave, vacation pay, salary continuation for disability, retirement benefits, deferred
compensation, bonus pay, incentive pay, stock options or other stock-based compensation, hospitalization insurance, medical insurance, life insurance, scholarships or tuition reimbursements, maintained by the Company or to which the Company is
obligated to contribute for employees or former employee
BHCA has the meaning set forth in
Section 4.36.
Business Day means a day, other than a Saturday or Sunday, on which banks in
New York City are open for the general transaction of business.
CCPA has the meaning set forth in
Section 4.39.
Closing shall mean either the Initial Closing or Second Closing, as
applicable.