INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Leo Holdings III Corp 24,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 24,000,000 Units (as defined below) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in S
Leo Holdings III Corp Albany Financial Center South Ocean Blvd Suite #507 New Providence, Nassau, The BahamasLeo Holdings III Corp. • February 19th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 13, 2021 by and between Leo Investors III LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 25, 2021, is entered into by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and Leo Investors III LP Limited Partnership, a Cayman Islands exempted limited partnership (the “Purchaser”).
AMENDED AND RESTATED WARRANT AGREEMENT between LEO HOLDINGS III CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 22nd, 2021 • Leo Holdings III Corp. • Agricultural production-crops • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of November 18, 2021, is by and between Leo Holdings III Corp, a Cayman Islands exempted company (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”).
WARRANT AGREEMENT between LEO HOLDINGS III CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 2, 2021, is by and between Leo Holdings III Corp, a Cayman Islands exempted company (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2021, by Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and. Leo Investors III LP Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
February 25, 2021 Leo Holdings III Corp Albany Financial Center South Ocean Blvd Suite #507 New Providence, Nassau, The Bahamas Deutsche Bank Securities Inc. New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities Inc. as representatives (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LEO HOLDINGS III CORP, LONGLEAF MERGER SUB, INC. LONGLEAF MERGER SUB II, LLC and LOCAL BOUNTI CORPORATION Dated as of June 17, 2021Agreement and Plan of Merger • June 21st, 2021 • Leo Holdings III Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated June 17, 2021 (this “Agreement”), is made and entered into by and among Leo Holdings III Corp, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance herewith, “Parent”), Longleaf Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), Longleaf Merger Sub II, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Local Bounti Corporation, a Delaware corporation (the “Company”). Parent, the Merger Subs and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
LOCAL BOUNTI CORPORATION June 5, 2023Employment Agreement • May 26th, 2023 • Local Bounti Corporation/De • Agricultural production-crops • Georgia
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Employee” or “you”) and Local Bounti Corporation, a Delaware corporation, or any of its subsidiaries (the “Company”), sets forth the terms and conditions that shall govern the period of Employee’s employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”) effective as of June 5, 2023 (the “Effective Date”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • Leo Holdings III Corp. • Agricultural production-crops • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of November 19, 2021 by and among Local Bounti Corporation, a Delaware corporation (formerly known as Leo Holdings III Corp, a Cayman Islands exempted company) (including any of its successors or assigns, the “Company”), and the other parties hereto identified as an “Investor” on the signature pages and Schedule A hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively the “Investors”).
CREDIT AGREEMENT dated as of September 3, 2021 between LOCAL BOUNTI COMPANY OPERATING COMPANY LLC and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, and CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., as LenderCredit Agreement • March 28th, 2024 • Local Bounti Corporation/De • Agricultural production-crops • New York
This Agreement is entered into as of September 3, 2021 by and among LOCAL BOUNTI OPERATING COMPANY LLC, a Delaware limited liability company previously known as Local Bounti Corporation, a Delaware corporation (the “Company”), each Subsidiary of the Company identified as a “Borrower” on the signature pages hereto (each such Subsidiary, a “Subsidiary Borrower”; all Subsidiary Borrowers, together with the Company and with any Person subsequently joining in this Agreement as a borrower pursuant to Section 5.14 hereof, collectively, the “Borrowers”), and CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., a Delaware corporation (the “Lender”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2022 • Local Bounti Corporation/De • Agricultural production-crops • Delaware
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”).
LOCAL BOUNTI CORPORATION FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 22nd, 2021 • Leo Holdings III Corp. • Agricultural production-crops • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [____], 2021, by and between Local Bounti Corporation, a Delaware corporation (the “Company”), and [____] (“Indemnitee”).
SUBORDINATED CREDIT AGREEMENT dated as of September 3, 2021 between LOCAL BOUNTI CORPORATION and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, and CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., as LenderSubordinated Credit Agreement • September 3rd, 2021 • Leo Holdings III Corp. • Agricultural production-crops • New York
This Agreement is entered into as of September 3, 2021 by and among LOCAL BOUNTI CORPORATION, a Delaware corporation which, as of the Qualified SPAC Transaction Effective Date (and after giving effect to the mergers contemplated under the SPAC Merger Agreement), will be renamed Local Bounti Operating Company LLC, a Delaware limited liability company (the “Company”), each Subsidiary of the Company identified as a “Borrower” on the signature pages hereto (each such Subsidiary, a “Subsidiary Borrower”; all Subsidiary Borrowers, together with the Company and with any Person subsequently joining in this Agreement as a borrower pursuant to Section 5.14 hereof, collectively, the “Borrowers”), and CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., a Delaware corporation (the “Lender”).
UNIT PURCHASE AND SALE AGREEMENT by and among LOCAL BOUNTI OPERATING COMPANY LLC, LOCAL BOUNTI CORPORATION, BRIAN COOK, BILL FARWELL, REED HOWLETT, GEORGE HERMOSILLO, BALTAZAR GARCIA, CORRIE HUTCHENS, SONJA LOPEZ, AND FORREST SAWLAW, AS SELLERS and...Purchase and Sale Agreement • March 15th, 2022 • Local Bounti Corporation/De • Agricultural production-crops • New York
This Purchase and Sale Agreement (this “Agreement”), dated as of March 14, 2022, is entered into by and among (i) individuals Brian Cook, Bill Farwell, Reed Howlett, George Hermosillo, Baltazar Garcia, Corrie Hutchens, Sonja Lopez, and Forrest Sawlaw (collectively, the “Sellers,” and each, individually, a “Seller”); (ii) Local Bounti Operating Company LLC, a Delaware limited liability company (“Purchaser”); (iii) Local Bounti Corporation, a Delaware corporation (“Parent”); and (iv) Bill Farwell (the “Sellers’ Representative”), solely in his capacity as Sellers’ Representative. Reference is hereby made to that certain Purchase and Sale Agreement (the “Master PSA”) entered into contemporaneously herewith by and among Mosaic Capital Investors I, LP, a Delaware limited partnership; True West Capital Partners Fund II L.P., f/k/a Seam Fund II, L.P., a Delaware limited partnership; Purchaser; Parent; Mosaic Capital Investors LLC, a Delaware limited liability company, solely in its capacity as
EIGHTH AMENDMENT TO CREDIT AGREEMENTSCredit Agreements • January 26th, 2024 • Local Bounti Corporation/De • Agricultural production-crops
This Eighth Amendment to Credit Agreements (this “Amendment”) is entered into as of January 23, 2024 by and among Local Bounti Operating Company LLC, a Delaware limited liability company and successor by merger to Local Bounti Corporation, a Delaware corporation (the “Company”), Local Bounti Corporation, a Delaware corporation formerly known as Leo Holdings III Corp (“Holdings”), and the other Guarantors signatory hereto, the Subsidiary Borrowers signatory hereto, Cargill Financial Services International, Inc., a Delaware corporation (“CFSI”), in its capacity as the Senior Lender (as defined below), and CFSI, in its capacity as the Subordinated Lender (as defined below).
Leo Holdings Corp. II Albany Financial Center South Ocean Blvd Suite #507 New Providence, Nassau, The Bahamas March 2, 2021Leo Holdings III Corp. • March 2nd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Leo Holdings III Corp (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Leo Investors III LP Limited Partnership shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 100 Wilshire Boulevard, Los Angeles, CA 90401 (or any successor location). In exchange therefore, the Company shall pay Leo Investors III LP or one of its affiliates a sum of $10,000 per month, respectively, on the Effective
2- (ii) Term Loans made after the Sixth Amendment Effective Date in respect of the Warner Robins (Georgia) Farm exceed $22,800,000, and (c) Section 2.3(a) of the Senior Credit Agreement is amended and restated in its entirety to read as follows: (a)...Local Bounti Corporation/De • October 6th, 2023 • Agricultural production-crops
SUBORDINATED CREDIT AGREEMENT dated as of September 3, 2021 between LOCAL BOUNTI OPERATING COMPANY LLC and CERTAIN SUBSIDIARIES THEREOF, as Borrowers, and CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., as LenderSubordinated Credit Agreement • August 13th, 2024 • Local Bounti Corporation/De • Agricultural production-crops • New York
This Agreement is entered into as of September 3, 2021 by and among LOCAL BOUNTI OPERATING COMPANY LLC, a Delaware limited liability company previously known as Local Bounti Corporation, a Delaware corporation (the “Company”), each Subsidiary of the Company identified as a “Borrower” on the signature pages hereto (each such Subsidiary, a “Subsidiary Borrower”; all Subsidiary Borrowers, together with the Company and with any Person subsequently joining in this Agreement as a borrower pursuant to Section 5.14 hereof, collectively, the “Borrowers”), and CARGILL FINANCIAL SERVICES INTERNATIONAL, INC., a Delaware corporation (the “Lender”).
US.356402561.09 SIXTH AMENDMENT TO CREDIT AGREEMENTS This Sixth Amendment to Credit Agreements (this “Amendment”) is entered into as of March 28, 2023 by and among Local Bounti Operating Company LLC, a Delaware limited liability company and successor...Bitterroot Lease Agreement • March 31st, 2023 • Local Bounti Corporation/De • Agricultural production-crops • New York
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 22nd, 2021 • Leo Holdings III Corp. • Agricultural production-crops • Delaware
This lock-up agreement (this “Agreement”) is dated as of [_____], 2021 by and between Local Bounti Corporation, a Delaware corporation and successor to Leo Holdings III Corp, a Cayman Islands exempted company (including any of its successors or assigns, “PubCo”), and the undersigned stockholder (the “Holder”). Each of PubCo and the Holder may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO LEASELease • July 19th, 2021 • Leo Holdings III Corp. • Blank checks
This First Amendment to Lease (this “Amendment”) is made and entered into as of the 12 day of April, 2021, by and between GROW BITTERROOT, LLC, a Delaware limited liability company (“Landlord”) and BOUNTI BITTERROOT, LLC, a Delaware limited liability company (“Tenant”).
FORM OF SUPPORT AGREEMENTAgreement and the Merger Agreement • June 21st, 2021 • Leo Holdings III Corp. • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 17, 2021, by and between Leo Holdings III Corp, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance the Merger Agreement (as defined below), “Parent”), and the undersigned stockholder of the Company (the “Company Stockholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement.
FIFTH AMENDMENT TO CREDIT AGREEMENTSCredit Agreements • March 17th, 2023 • Local Bounti Corporation/De • Agricultural production-crops
This Fifth Amendment to Credit Agreements (this “Amendment”) is entered into as of March 13, 2023 by and among Local Bounti Operating Company LLC, a Delaware limited liability company and successor by merger to Local Bounti Corporation, a Delaware corporation (the “Company”), Local Bounti Corporation, a Delaware corporation formerly known as Leo Holdings III Corp (“Holdings”), and the other Guarantors signatory hereto, the Subsidiary Borrowers signatory hereto, Cargill Financial Services International, Inc., a Delaware corporation (“CFSI”), in its capacity as the Senior Lender (as defined below), and CFSI, in its capacity as the Subordinated Lender (as defined below).
WARRANT AGREEMENTWarrant Agreement • July 19th, 2021 • Leo Holdings III Corp. • Blank checks • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), is made and entered into as of March 22, 2021 (the “Effective Date”), by and between Local Bounti Corporation, a Delaware corporation (the “Company”), and Cargill Financial Services International, Inc., a Delaware corporation (“Holder”).
FOURTH AMENDMENT TO CREDIT AGREEMENTSCredit Agreements • January 6th, 2023 • Local Bounti Corporation/De • Agricultural production-crops
This Fourth Amendment to Credit Agreements (this “Amendment”) is entered into as of January 6, 2023 by and among Local Bounti Operating Company LLC, a Delaware limited liability company and successor by merger to Local Bounti Corporation, a Delaware corporation (the “Company”), Local Bounti Corporation, a Delaware corporation formerly known as Leo Holdings III Corp (“Holdings”) and the other Guarantors signatory hereto, the Subsidiary Borrowers signatory hereto, Cargill Financial Services International, Inc., a Delaware corporation (“CFSI”), in its capacity as the Senior Lender (as defined below), and CFSI, in its capacity as the Subordinated Lender (as defined below).
WARRANT AGREEMENTWarrant Agreement • September 3rd, 2021 • Leo Holdings III Corp. • Agricultural production-crops • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), is made and entered into as of September 3, 2021 (the “Effective Date”), by and between Local Bounti Corporation, a Delaware corporation (the “Company”), and Cargill Financial Services International, Inc., a Delaware corporation (“Holder”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2021 • Leo Holdings III Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Leo Holdings III Corp, a Cayman Islands exempted company, which shall be domesticated as a Delaware corporation prior to the closing of the Transaction (as defined herein) (“Leo”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Leo, Longleaf Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Leo (“Merger Sub”), and Local Bounti Corporation, a Delaware corporation (the “Company”), pursuant to which, among other things, the parties will effect the consummation of a series of related transactions to effect the business combination contemplated thereby and Merger Sub will merge with and into the Company, with the Company
AMENDMENT TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • January 26th, 2024 • Local Bounti Corporation/De • Agricultural production-crops
THIS AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is dated as of January 23, 2024, by and between Local Bounti Corporation, a Delaware corporation (the “Company”), and Cargill Financial Services International, Inc. (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2022 • Local Bounti Corporation/De • Agricultural production-crops • Delaware
This REGISTRATION RIGHTS 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 undersigned investors, being the “Investors” identified on Exhibit A of the Securities Purchase Agreement, dated as of October 21, 2022, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEPayment and Performance • May 3rd, 2023 • Local Bounti Corporation/De • Agricultural production-crops
THIS UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE (this “Guaranty”) is made as of April 27, 2023, by LOCAL BOUNTI CORPORATION, a Delaware corporation (“Guarantor”), for the benefit of STORE MASTER FUNDING XXXI, LLC, a Delaware limited liability company (together with its successors and assigns under the Lease (as defined below), “Lessor”).
THIRD AMENDMENT TO CREDIT AGREEMENTSCredit Agreements • January 6th, 2023 • Local Bounti Corporation/De • Agricultural production-crops
This Third Amendment to Credit Agreements (this “Amendment”) is entered into as of December 30, 2022 by and among Local Bounti Operating Company LLC, a Delaware limited liability company and successor by merger to Local Bounti Corporation, a Delaware corporation (the “Company”), Local Bounti Corporation, a Delaware corporation formerly known as Leo Holdings III Corp (“Holdings”) and the other Guarantors signatory hereto, the Subsidiary Borrowers signatory hereto, Cargill Financial Services International, Inc., a Delaware corporation (“CFSI”), in its capacity as the Senior Lender (as defined below), and CFSI, in its capacity as the Subordinated Lender (as defined below).
SPONSOR AGREEMENTSponsor Agreement • June 21st, 2021 • Leo Holdings III Corp. • Blank checks
This Sponsor Agreement (this “Agreement”) is dated as of June 17, 2021, by and among Leo Investors III LP, a Cayman Islands exempted limited partnership (the “Sponsor”), Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Mark Masinter (“Masinter”), Scott Flanders (“Flanders”), Imran Khan (“Khan”) and Scott McNealy (“McNealy” and, together with Bush, Minnick, Masinter, Flanders, Khan and the Sponsor, the “Sponsor Parties”), Leo Holdings III Corp, a Cayman Islands exempted company (“Parent”) and Local Bounti Corporation, a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
