Contest Name: March Grocery Gift Card Contest (the “Contest”)

This Contest is sponsored by Local Bounti Corporation (“Sponsor”). Any questions, comments or complaints regarding the Contest must be directed to the Sponsor. For a copy of these Official Rules, please send your request by mail to Local Bounti Corporation, 400 W. Main St., Hamilton, Montana 59840, Attn: Legal Department.

If, and to the extent, this Contest involves interaction with social media platforms, this Contest is in no way endorsed, administered by, or associated with Instagram or Sprouts Farmers Market Inc. By entering the Contest, you understand that you are providing your information to Sponsor and not to ANY social media platforms.

1. ELIGIBILITY. The Contest is open only to individuals who (i) are legal residents of Arizona and California, (ii) at least 13 years of age at the time of entry, and (iii) who are the direct and intended recipient of the contest announcement. If you are under 18 years old or under the age of majority in your state of residence, you must obtain parental consent from your parent or legal guardian to enter the Contest.

If you are not a legal resident of Arizona or California, you are not the required age (or do not have parent/guardian consent), or you are not the direct and intended recipient of the contest announcement as of time of entry, you are not eligible to enter the Contest or win a prize. Employees, contractors, officers and directors of Sponsor, its affiliates, subsidiaries, divisions, suppliers, distributors and advertising, promotional and judging agencies, and any third party prize providers, or prize fulfillment service (collectively, the “Contest Entities”); and members of the immediate families (spouse and biological, adoptive or step-parents, grandparents, children, grandchildren and siblings, and each of their respective spouses regardless of where they reside) or households (whether related or not) of any of the above individuals are not eligible to participate in each Contest or win the prize.

Any person who has won a prize (or whose household has won a prize) in any promotion sponsored by Sponsor in the 30 days prior to each Contest’s start date is not eligible to win a prize in each Contest.

Void where prohibited by law.

2. AGREEMENT TO OFFICIAL RULES. By participating, you agree (a) to be bound by these Official Rules; (b) as between you and the Sponsor, that the decisions of the Sponsor is final on all matters relating to the Contest; (c) you are not participating on behalf of any employer or third party; and (d) in the event that you do not comply with these Official Rules, that you will be disqualified and your prize (if any) will be forfeited.

3. CONTEST PERIOD. The Contest begins on March 14, 2023, at 12:00:00 am Eastern Standard Time (“EST”) and ends at 11:59:59 pm EST on April 13, 2023 (“Contest Period”).

Contest Submission: At the beginning of each Contest Period, Sponsor will announce the Contest via an email, website pop up window, in-app push notifications, social media post, or other method as may be determined from time to time by Sponsor (“Contest Announcement”). A Contest Announcement will be delivered in the method determined by Sponsor and will include the applicable methods of entry, entry deadline, drawing date, prize/value and a link to these Official Rules. All information contained in a Contest Announcement is incorporated herein by reference. To enter the Contest, you must follow @localbounti on Instagram, ‘Like’ the Contest post on Instagram, add a comment to the Contest post on Instagram, and submit your 10-15 second video entry to [email protected] during the Contest Period following the instructions provided in that particular Contest Announcement. One entry per
person/verified email. Only fully completed Entries will be eligible for entry into the Contest.

Regardless of which method of entry is used, individually or in combination, the total number of entries for each entrant may not exceed one Entry during the Contest Period. Incomplete or invalid or duplicate entries
will be disqualified.

The Released Parties (as defined below) are not responsible for late, undeliverable, misdirected, or incomplete entries, regardless of cause. Multiple entrants are not permitted to share the same email address. Should multiple users of the same email account, as applicable, enter a Contest and a dispute arises regarding the identity of the entrant, the authorized account holder of said email account at the time of entry will be considered the entrant. “Authorized account holder” is defined as the natural person who is assigned an email address or mobile phone number by an Internet access provider, online service provider, telephone service provider or other organization which is responsible for assigning email addresses, phone numbers or the domain associated with the submitted email address. Proof of submission of an entry shall not be deemed proof of submission or receipt by the Sponsor for online entries. When applicable, the Sponsor’s computer will be deemed the official time keeping device for the Contest. Entries will be disqualified if incomplete and/or if prohibited multiple entries in excess of the states limit are received. All entries become the property of Sponsor and will not be acknowledged or returned.

5. JUDGING CRITERIA AND WINNER SELECTION. Entries that fail to meet the Entry Requirements will be deemed incomplete and, at the discretion of Sponsor, may be disqualified. Following the conclusion of the Contest Period, one prize winner will be selected by (in mutual agreement with Sponsor) a panel of judges designated by the Sponsor (collectively, “Judges” and each a “Judge”) from among all eligible Entries received based on the following criteria: Originality (40%), Creativity (30%), and Innovation (30%). Decisions of Sponsor and the Judges are final and binding in all respects. Sponsor reserves the right to disqualify any Entry at its sole discretion. For instance, if Sponsor believes that an Entry was submitted in bad faith, Sponsor may disqualify the Entry. Odds of winning a prize depend on the number of eligible entries received.

Potential Contest winner is subject to verification, including verification of eligibility. The potential winner will be contacted via direct message in the social media platform by which the entrant entered the Contest within five business days after the end of the Contest Period. If an entrant is unable to verify their information, or the potential winner cannot be contacted within five calendar days after the first attempt to contact the potential winner, the entrant will automatically be disqualified and their prize, if any, will be forfeited. The Sponsor is not responsible for any change of email address or social media account. The Contest Entities are not responsible for and shall not be liable for late, misdirected, or unsuccessful efforts to notify a finalist and/or potential winner. Sponsor reserves the right to determine an alternate winner in accordance with these Official Rules in the event that any winner is disqualified, cannot be contacted, or is deemed ineligible for any reason, or is not available to participate in any applicable Contest events.

As a condition of participating in the Contest, entrants agree and acknowledge that in order to receive a prize and be deemed a winner, entrants must sign an official waiver form provided by the Sponsor and agree to the terms in the form, including but not limited to the prize conditions. The potential prize winner(s) may (in Sponsor’s sole discretion) be required to sign and return a declaration of eligibility and any other form necessary to verify eligibility, along with the required releases within twenty-four hours after the first delivery attempt to entrants’ email address or social media account in order for the potential prize winner to be qualified for the prize, unless otherwise stated in these Official Rules or at the time of notification. If a potential winner is younger than 21 years of age or a minor under the law of their jurisdiction of residence at the time of entry, their respective parent or guardian may be required to sign and return a declaration of eligibility and any other form necessary to verify eligibility, along with the required releases within 24 hours after the first delivery attempt to the entrants email address in order to accept the prize on behalf of the winner. A potential prize winner’s failure to return all required forms within this time period may result in the potential winner being disqualified and, in that event, the Sponsor may select an alternate winner from among all remaining eligible entries, as determined by Sponsor in its sole and discretion.

6. PRIZE(S). One winner will receive a gift card to any grocery store of the winner’s choosing. Total Approximate Retail Value (“ARV”) of all prizes: $500.

No more than the advertised number of prizes shall be awarded. The prize is subject to certain terms and conditions as specified in these Official Rules. A prize may not be sold, traded, or commissioned, and is not exchangeable, transferable, substitutable, or redeemable for cash except in Sponsor’s sole discretion. Prize details and availability are subject to change. Prizing may be fulfilled by a third-party fulfillment Sponsor. The prize will only be awarded if properly claimed according to the Official Rules. All costs and expenses related to the prize acceptance, the prize, and/or prize use not specified in these Official Rules as being provided are the sole responsibility of the winner.


7. TAMPERING AND DELIVERY DISCLAIMER. (a) The Sponsor, in its sole discretion, reserves the right to disqualify and prohibit from participating (and void such person’s entries) any person, who the Sponsor determines (in its sole discretion) is or is attempting to: (i) tamper with the Sponsor’s website or any part of the Contest; (ii) undermine the legitimate operation of the Contest by cheating, deception, or other unfair playing practices, (iii) or intending to annoy, abuse, threaten or harass any other entrants, the Sponsor, or the Released Parties or exhibits other unsportsmanlike behavior; or (iv) otherwise violate these Official Rules or the Terms of Service at https://localbounti.com/terms/ of the Sponsor’s Website. (b) ANY ATTEMPT TO DELIBERATELY DAMAGE, CIRCUMVENT, OR DISRUPT THE SPONSOR’S WEBSITE (OR ANY PART THEREOF) OR UNDERMINE THE LEGITIMATE OPERATION OF THIS CONTEST MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD ANY SUCH ATTEMPT BE MADE, THE SPONSOR AND ITS LICENSEES (IF ANY) RESERVE THE RIGHT TO SEEK DAMAGES AND ANY OTHER AVAILABLE REMEDIES FROM ANY SUCH PERSON(S) RESPONSIBLE FOR ANY SUCH ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW. EACH ENTRANT AGREES TO INDEMNIFY AND HOLD HARMLESS THE SPONSOR AND ITS AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES) THAT MAY BE ASSERTED AGAINST OR INCURRED BY ANY OF THEM AT ANY TIME, IN CONNECTION WITH THE USE THEREOF, OR BY ENTRANT’S BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANTS ASSOCIATED WITH THIS CONTEST. The use of any automated device, automated launching or entry software or any other mechanical or electronic means that permits the entrant to automatically enter or evaluate repeatedly is prohibited. The Sponsor disclaims all liability for any delays, misdelivery, loss, or failure in the delivery of any item sent by mail, courier, express, electronic transmission, or other delivery method. Released Parties are not responsible for: (1) mechanical, technical, electronic, communications, telephone, computer, hardware or software errors, malfunctions or failures of any kind, including: failed, incomplete, garbled or delayed transmission of online entries, traffic congestion on telephone lines, the Internet or at any website or lost or unavailable network connections which may limit an online entrant’s ability to participate in the Contest; (2) any injury or damage to entrant’s or any other person’s computer related to or resulting from participating in or downloading any information necessary to participate in the Contest; (3) any incorrect or inaccurate information, whether caused by entrants, printing errors or by any of the equipment or programming associated with or utilized in the Contest; (4) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software; (5) unauthorized human intervention in any part of the entry process or operation of the Contest; or (5) technical or human error which may occur in the administration of the Contest or the processing of entries.

The Sponsor further reserves the right to: (i) cancel, terminate, suspend, declare null or void, amend, alter, or modify the Contest, void any suspicious entries, rescind any prize, and/or determine absolute resolution, and/or an alternate method of conducting the Contest and/or awarding the prize(s) at any time, for any reason, or if, in the sole discretion of the Sponsor, it is impossible or impractical to complete or conduct the Contest as planned for any reason, including, but not limited to, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures of any sort, programming associated with or used in the Contest, by any human error which may occur in the execution of this Contest, or any other causes which effect the operation of the Contest or the rules of the integrity of the Contest have been violated or compromised in any way, intentionally or unintentionally by any person whether or not a entrant in the Contest and/or (ii) stop or conclude the Contest at any time without prior notice. Material changes to the Official Rules will be posted on Sponsor’s Contest website page (https://localbounti.com/march-contest/), when practical. In the event of termination of the Contest by Sponsor, Sponsor reserves the right to award any prize(s) in a manner deemed fair and equitable by Sponsor.

8. PUBLICITY. Except where prohibited, by accepting entering the contest, entrant grants the Sponsor the right to use entrant’s name, portraits, pictures, photographs, likeness and biographical data of entrant, and any other materials that Sponsor collects from entrant or that entrant submits to Sponsor in any form or format, including but not limited to still photographs, negatives, text, drawings, film, graphical images, video, recordings, or other audio-visual material, and/or written statements or descriptions (collectively, the “Material”), at its discretion in association with internal company presentations, external promotional, advertising and public relations materials, broadcast, print and electronic materials, internet websites (including social media sites) and/or computer networks or intranets (“Sponsor Materials”) in any and all media now known or hereafter devised and by any and all means now known or hereafter devised, without notice to entrant. Each winner’s name may be included in a publicly available winners list. Entrant waives any inspection or approval of any Material or the use thereof and entrant acknowledge and agree that these Official Rules include the right of Sponsor to copy, cut, crop, edit, revise, alter, adapt, modify, or otherwise change and use the Material, in whole or in part, without any further approval by or consideration to me. Any statements that entrant makes will reflect actual experience and honest opinions. Entrant is the author of the Material provided by entrant, except for any material that is in the public domain, or material used pursuant to a license or authorization from a third party, and entrant have the complete and unreserved right to provide the Material to Sponsor for the uses described herein, which are not encumbered by the rights of any third party. Entrant hereby irrevocably grants a license to Sponsor for the perpetual, irrevocable, unlimited, transferable, sub-licensable, worldwide reproduction, distribution, transmission, adaptation, public performance, and public display of the Material, in whole or in part, in any media now known or yet to be developed. Further, entrant waive any moral rights, neighboring rights, or rights of publicity that entrant may have in the Material or any images that may appear in the Material.

Entrant represent and warrant that Sponsor’s use of the Material provided by entrant will not violate the rights of any third parties (including the right of publicity); (2) entrant has obtained in writing any and all necessary licenses and consent required for entrant to provide the Material to the Sponsor for unrestricted use as contemplated herein; (3) entrant has authority to prepare any Material (including any audio-visual Material) in the location where such Material is prepared; and (4) entrant will not include any third party individuals (whether adults or minors) in any Material that entrant submit directly to the Sponsor (as may be the case from time to time). In addition to the release and waiver described in the subsequent paragraph, entrant agree to indemnify, defend, and hold the Sponsor harmless from and against any and all liability in connection with any claim brought by a third party who may assert rights (including ownership or rights of publicity) in or to any of the Materials provided to the Sponsor or that may arise as a result of a breach of any of the foregoing representations and warranties.

Entrant hereby irrevocably release, discharge and hold Sponsor harmless from and against any and all liability in connection with the use of the Material, in whole or in part, including without limitation any claims under copyright or other federal law, or any proprietary right under any state law or under the law of any jurisdiction, including any and all laws relating to the right of privacy and/or the right of publicity. THE RELEASE UNDER THIS PUBLICITY SECTION IS INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST, WITH THE INTENT OF WAIVING THE EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR,” AS WELL AS OTHER LAWS REQUIRING PRESENT INTENT TO RELEASE FUTURE UNKNOWN CLAIMS. Entrant waives any legal claim to any compensation or receipt of consideration from the rights granted by these Official Rules.

9. USE OF PERSONAL DATA. The Sponsor will retain the entrant’s personal data for a reasonable period of time to enable it to communicate with the entrant regarding the Contest and/or a prize, to verify that these Official Rules have been complied with, for accounting purposes, and for all other reasonable commercial purposes as allowed by applicable law. This data may be passed to a third party to enable such third party to fulfill any necessary requirements relating to the award of a prize. Any other use of personal data will be in accordance with, and subject to, the Sponsor’s Privacy Policy available at https://localbounti.com/privacy/.

10. RELEASES, CONDITIONS, AND LIMITATIONS OF LIABILITY. By participating in the Contest, each entrant agrees to release and waive any and all claims of liability against the Contest Entities and any applicable third party fulfillment service and each of their respective employees and agents (collectively, the “Released Parties”) from and against from any and all liability, loss or damage (including personal injury) incurred with respect to the conduct of or participation in the Contest, or the awarding, shipping/handling, receipt, possession, and/or use or misuse of any prize, including any travel related thereto. By accepting the prize, winners hereby agrees that: (i) to release each of the Released Parties from any and all claims in connection with the Contest and the award or use of the prizes; and (ii) where allowed by law, sign a publicity release confirming consent to use the winner’s name/likeness as set forth in Section 8 prior to acceptance of the prize. The Released Parties are not responsible or liable to any entrant or winner or any person claiming through such entrant or winner for failure to supply the prize or any part thereof, by reason of any acts of God, any action, regulation, order or request by any governmental or quasi-governmental entity (whether or not the action, regulations, order or request proves to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, volcanic eruption, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond the Contest Entities’ sole control. Upon awarding the prize, the Sponsor will have no further obligation to the winner.

Sponsor reserves the right to determine eligibility should special circumstances arise, all decisions are considered final and binding. Sponsor disclaims any responsibility to notify entrants of any aspect related to the conduct of the Contest. As a condition of participating in the Contest, entrants agree (and agree to confirm in writing) that: (a) under no circumstances will entrant be permitted to obtain costs, judgments, or awards for, and entrant hereby knowingly and expressly waives all rights to claim or seek punitive, incidental, consequential, special, or any other damages, other than for actual, third-party out-of-pocket expenses, and in such limitation, entrant further waives any rights to have damages multiplied or otherwise increased; (b) any and all disputes, claims, or causes of action arising out of or connected with this Contest, or any prize awarded, shall be resolved individually, through binding arbitration as set forth above, without resort to any form of class action; and (c) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred (if any), excluding attorneys’ fees and court costs. Some jurisdictions do not allow the limitations or exclusion of liability, so the above may not apply to every entrant. Participation in the Contest constitutes entrant’s full and unconditional agreement to, and acceptance of these Official Contest Rules. Winning a prize is contingent upon entrant’s fulfillment of all requirements set forth in these Official Contest Rules.

11. TAXES. Any valuation of the prize stated above is based on available information provided to the Sponsor, and the value of any prize awarded to a winner may be reported to the IRS as required by law. Each winner is solely responsible for reporting and paying any and all applicable federal, state, and local taxes, related to prize acceptance and use not specified in these Official Rules. Upon request, each winner must provide the Sponsor with valid identification and a valid taxpayer identification number or social security number before any prize will be awarded.

The Sponsor reserves the right to withhold and deduct taxes from the prize, and the winner may be required to provide to Sponsor an amount to cover applicable withholding taxes prior to being awarded the prize. Winner must provide a completed IRS Form W-9, including valid identification and a valid taxpayer identification number or social security number before the prize will be awarded. An IRS Form 1099 will be issued to the winner, as required by law.

12. CONDUCT AND DECISIONS. All decisions of the Sponsor will be final and binding on all matters relating to this Contest. Persons who violate any rule, gain unfair advantage in participating in a Contest, or obtain winner status using fraudulent means will be disqualified. The Sponsor will interpret these Official Rules and resolve any disputes, conflicting claims or ambiguities concerning the rules or a Contest and the Sponsor’s decisions concerning such disputes shall be final. If, for any reason, more bona fide winners are notified than prize available, prize will be awarded in a random drawing from among all such persons. Inclusion in such drawing shall be each entrant’s sole and exclusive remedy under such circumstances. Any reference in these Official Rules or as part of the Contest to the Sponsor’s “discretion” or any exercise of discretion by the Sponsor shall mean in Sponsor’s “sole and unfettered discretion.” The Sponsor further reserves the right to terminate the Contest if in its sole judgment, the rules or the integrity of the Contest have been violated or compromised in any way, intentionally or unintentionally by any person whether or not an entrant in the Contest. In the event the Contest is terminated, Sponsor will award the prize in a random drawing from all eligible entries received prior to termination. If applicable, material changes to the Contest rules will be available online at the Sponsor’s website, when practical. The Sponsor’s failure to enforce any term of these Official Rules shall not constitute a waiver of this provision.

13. BINDING ARBITRATION. Any controversy or claim arising out of or relating to the Contest shall be settled by binding arbitration in a location determined by the arbitrator as set forth in these Official Rules (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply California law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Sponsor will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that, claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable, or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Sponsor shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN THE ENTRANT’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT ENTER THIS PROMOTION OR INDIVIDUAL CONTEST IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE OFFICIAL CONTEST RULES.

14. COMPLIANCE WITH LAW AND GOVERNING LAW. All issues and questions concerning the construction, validity, interpretation and enforceability of the Contest’s Official Rules, or the rights and obligations of entrant and Sponsor in connection with the Contest, shall be governed by, and construed in accordance with, the laws of the State of Montana, without giving effect to the conflict of laws rules thereof, and any matters or proceedings which are not subject to arbitration as set forth in Section 13 of these Official Rules and/or for entering any judgment on an arbitration award, shall take place in the State of Montana.

15. WINNER LIST. To request the name of the winner for a specific Contest, send a self-addressed, stamped envelope to Local Bounti Corporation, 400 W. Main St., Hamilton, Montana 59840. Please include the name of the Contest with your submission. Winner List requests will only be accepted after the Contest’s end date (listed above in Section 3 of these Official Rules). You can also send an email to [email protected]