FIRST AMENDMENT TO CREDIT AGREEMENTS AND SUBORDINATION AGREEMENTCredit Agreement • March 15th, 2022 • 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”).
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
PURCHASE AND SALE AGREEMENT by and among HOLLANDIA PRODUCE GROUP, INC. EMPLOYEE STOCK OWNERSHIP TRUST, MOSAIC CAPITAL INVESTORS I, LP, TRUE WEST CAPITAL PARTNERS FUND II, L.P. F/K/A SEAM FUND II, L.P., MOSAIC CAPITAL INVESTORS LLC, SOLELY IN ITS...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) the Hollandia Produce Group, Inc. Employee Stock Ownership Trust (the “Share Seller”), (ii) Mosaic Capital Investors I, LP, a Delaware limited partnership (“Mosaic”), and True West Capital Partners Fund II, L.P. f/k/a Seam Fund II, L.P., a Delaware limited partnership (“True West”) (collectively, the “Warrant Sellers” and, collectively with the Share Seller, the “Sellers” and each, individually, a “Seller”), (iii) Mosaic Capital Investors LLC, a Delaware limited liability company (the “Sellers’ Representative”), solely in its capacity as Sellers’ Representative, (iv) Hollandia Produce Group, Inc., a California corporation (the “Target”), (v) Local Bounti Operating Company LLC, a Delaware limited liability company (“Purchaser”) and (vi) Local Bounti Corporation, a Delaware corporation (“Parent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2022 • Local Bounti Corporation/De • Agricultural production-crops • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 14, 2022, and shall be effective as of the Closing (as defined in the Purchase Agreement (as defined below)) (the “Effective Date”), by and among Local Bounti Corporation, a Delaware corporation (the “Company”), and the Paragon Stockholders (as defined below), in accordance with the terms set forth in that certain Purchase and Sale Agreement, dated as of March 14, 2022 (the “Purchase Agreement”), by and among the Company and certain of the Paragon Stockholders, and certain additional parties named therein. Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
PURCHASE AND SALE AGREEMENT by and among MOSAIC CAPITAL INVESTORS I, LP, TRUE WEST CAPITAL PARTNERS FUND II, L.P. F/K/A SEAM FUND II, L.P., MOSAIC CAPITAL INVESTORS LLC, SOLELY IN ITS CAPACITY AS SELLERS’ REPRESENTATIVE, HOLLANDIA PRODUCE GA INVESTOR...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) Mosaic Capital Investors I, LP, a Delaware limited partnership, and True West Capital Partners Fund II, L.P. f/k/a Seam Fund II, L.P., a Delaware limited partnership (collectively, the “Sellers” and each, individually, a “Seller”); (ii) Mosaic Capital Investors LLC, a Delaware limited liability company (the “Sellers’ Representative”), solely in its capacity as Sellers’ Representative; (iii) Hollandia Produce GA Investor Corporation, a Delaware corporation (the “Georgia C-Corporation”); (iv) Local Bounti Operating Company LLC, a Delaware limited liability company (“Purchaser”); and (v) Local Bounti Corporation, a Delaware corporation (“Parent”). Reference is hereby made to that certain Purchase and Sale Agreement (the “Master PSA”) entered into contemporaneously herewith by and among the Sellers, Purchaser, Parent, the Sellers’ Representative, Hollandia Produce Group, Inc. E
