Common use of Introductory Clause in Contracts

Introductory. LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company (the “Units”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Artius II Acquisition Corp. IIInc., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters listed on named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 22,500,000 are acting as representative, 25,000,000 units of the Company (the “Units”). The 22,500,000 Units ) of the Company (said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,750,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and oneone right to receive one twenty-half fifth (1/25) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(sRights”) upon consummation of an initial Business Combination (as defined below) and one contingent right to receive a pro rata share of 1,250,000 (or 1,437,500 if the underwriter’s over-allotment option is exercised in full) Ordinary Shares (the “Contingent Rights”) at the distribution time under certain circumstances (the “Distributable Shares”), concurrently with the forfeiture by ▇▇▇▇▇▇ ▇▇ Acquisition Partners LLC, a Delaware limited liability company (our “Sponsor”) of an equal number of Founder Shares (as defined below). The Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day day) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants The Distributable Shares will be issued upon separation to holders of outstanding Ordinary Shares issued in connection with the sale of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days Units hereunder that are outstanding after the completion of Company redeems Ordinary Shares that the holders thereof have elected to redeem in connection with an initial Business Combination (as defined below) ), and terminating on the five-year anniversary distribution of Distributable Shares will occur substantially concurrently with the date closing of the completion of such an initial Business Combination upon the satisfaction or earlier upon redemption or liquidation waiver of the Company; provided, however, that pursuant conditions specified in the business combination merger agreement. No fractional shares will be issued upon conversion of any rights or in connection with the distribution of Distributable Shares. Fractional Ordinary Shares will either be rounded down to the Warrant Agreement (as defined below)nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. The Contingent Rights will remain attached to the Ordinary Shares, only a whole warrant may will not be exercised at separately transferable, assignable or saleable, and will not be evidenced by any given time by a holder thereofcertificate or instrument. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company will enter into a Contingent Rights Agreement, effective as of the Closing Date (the “Contingent Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.5 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Contingent Rights. The Company has entered into a securities subscription agreement, dated July 31, 2024 (the “Securities Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). Up to 937,500 of the Founder Shares are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 200,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,000,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one twenty-fifth (1/25) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or entitiesother equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administration Services Agreement”), pursuant to which the Company will, subject to the terms of the Administration Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $25,000 for accounting, bookkeeping, office space, IT support, research, professional, secretarial and administrative services. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. LF Capital General Purpose Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), ) and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IIBuilders FirstSource, Inc., a Delaware corporation (the “Company”), proposes, upon agrees with the terms and subject to the conditions set forth several Underwriters named in this agreement Schedule A hereto (this “AgreementUnderwriters”), ) to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 8,000,000 shares of its common stock (the “UnderwritersSecurities”) and Warburg Pincus Private Equity IX, L.P. (“Selling Stockholder”) agrees with the Underwriters to sell to the Underwriters an aggregate of 22,500,000 units 4,000,000 outstanding shares of the Company Securities (such shares of Securities being hereinafter referred to as the “UnitsFirm Securities”). The 22,500,000 Units Company also agrees to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted sell to the Underwriters Underwriters, at the option of the Underwriters, an aggregate of not more than 1,200,000 additional outstanding shares of its Securities and the Selling Stockholder also agrees to sell to the Underwriters, at the option to purchase up to of the Underwriters, an aggregate not more than 600,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called shares (the “Optional Securities.” ”) of the Company’s Securities, as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC ”. The Company has entered into a Securities Purchase Agreement, dated as of April 13, 2015 (“Jefferies”) has agreed as amended from time to act as the representative of the several Underwriters (in such capacitytime, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockAcquisition Agreement”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) among the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, ProBuild Holdings LLC, a Delaware limited liability company (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-KProBuild”), and (c) the Company having issued FMR LLC, a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the UnitsDelaware limited liability company, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holderProBuild Capital LLC, upon exercisea Delaware limited liability company, to purchase one share of Class A Common Stock for $11.50 per shareProBuild Holdings, subject to adjustment as described in the ProspectusInc., during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.a

Introductory. LF Capital Authentic Equity Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BMO Capital Markets Corp. have agreed to act as the representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (( “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Bright Lights Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and Moelis & Company LLC (“Moelis”) have agreed to act as the representative representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital VPC Impact Acquisition Corp. IIHoldings, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Live Oak Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IILandcadia Holdings III, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 50,000,000 units of the Company (the “Units”). The 22,500,000 50,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 7,500,000 Units as provided in Section 2. The additional 3,375,000 7,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Tekkorp Digital Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 25,000,000 units of the Company (the “Units”), including 2,000,000 Units that may be purchased in the Offering (as defined below) by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and/or an entity affiliated with ▇▇. ▇▇▇▇▇▇ (the “▇▇▇▇▇▇ Units”). The 22,500,000 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,750,000 Units as provided in Section 2. The additional 3,375,000 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockOrdinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Z-Work Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”, “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IIForum Merger III Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 25,000,000 units of the Company (the “Public Units”). The 22,500,000 25,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,750,000 Public Units as provided in Section 2. The additional 3,375,000 3,750,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital R▇▇▇ ▇▇ Acquisition Corp. IIIV Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 10,000,000 units of the Company (the “Firm Units”). The 22,500,000 Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”), ) of the Company and one-half of one redeemable warrantwarrant (collectively, the “Firm Warrants”), of which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-half of one warrant as described above (collectively, the “Optional Warrants”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” R▇▇▇ Capital Partners, LLC (“R▇▇▇”) and C▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“C▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidation redemption; provided that no fractional shares of Common Stock shall be issued in respect of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with C▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 424,000 units (or up to 461,500 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-half of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. LF Capital Acquisition Corp. IIForum Merger IV Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 30,000,000 units of the Company (the “Public Units”). The 22,500,000 30,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 4,500,000 Public Units as provided in Section 2. The additional 3,375,000 4,500,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IITKB Critical Technologies 1, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital EdtechX Holdings Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 10,000,000 units of the Company (the “Units”). The 22,500,000 10,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 1,500,000 Units as provided in Section 2. The additional 3,375,000 1,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the CompanyLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IITAL International Group, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units 2,500,000 shares of its common stock, par value $0.001 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “UnitsSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of 3,000,000 shares of Common Stock. The 22,500,000 Units 2,500,000 shares of Common Stock to be sold by the Company and the 3,000,000 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Securities.” Shares”. In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 825,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The additional 3,375,000 Units 3(b), each Selling Stockholder selling up to be sold by the Company pursuant to amount set forth opposite such option are collectively called the “Optional Securities.” Selling Stockholder’s name in Schedule B. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Securities.” J▇Shares”. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC (“Jefferies”) has and ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters Underwriters listed on Schedule A heretoother than you, the term “Representative” terms Representatives and Underwriters as used herein shall mean you, as Underwriter, Underwriters. The terms Representatives and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Each Unit consists of one share The Company and each of the Company’s Class A common stockSelling Stockholders hereby agree, par value $0.0001 per share (“Class A Common Stock”)severally and not jointly, and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment several Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Acquisition Corp. IICabaletta Bio, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units (i) 39,200,000 shares (the “Shares”) of its common stock, par value $0.00001 per share (the “Common Stock”), (ii) pre-funded warrants of the Company to purchase an aggregate of 10,800,000 shares of Common at an exercise price equal to $0.00001 per share (the “Pre-Funded Warrants”) and (iii) common warrants to purchase up to 50,000,000 shares of Common Stock of the Company (or pre-funded warrants in lieu thereof) at an exercise price equal to $2.50 per share (the “UnitsWarrants”). The 22,500,000 Units 39,200,000 Shares to be sold by the Company are called the “Firm SecuritiesShares” and the Warrants to purchase 50,000,000 Shares to be sold by the Company are called the “Firm Warrants.” As used herein, “Firm Securities” means the Firm Shares, the Firm Warrants and the Pre-Funded Warrants. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 7,500,000 Shares and/or warrants to purchase an additional 7,500,000 shares of Common Stock (the “Optional Warrants” and together with the Firm Warrants, the “Offered Warrants”), as provided in Section 2. The additional 3,375,000 Units 7,500,000 Shares to be sold by the Company pursuant to such option are called the “Optional Shares” and together with the Optional Warrants, are collectively called the “Optional Securities.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Shares”, and together with the Pre-Funded Warrants, the Firm Warrants and, if and to the extent such option is exercised, the Optional Warrants are collectively referred to as the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock▇▇▇▇▇▇▇▇▇”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock TD Securities (the USA) LLC (“Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission▇▇ ▇▇▇▇▇”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co. (the “Closing Form 8-KCantor”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.have

Introductory. LF Capital Acquisition Corp. IINew Frontier Corporation, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I-A and Schedule I-B hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representatives”) are acting as representatives, to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 Underwriters 25,000,000 units of the Company (the “Units”). The 22,500,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the Company has granted ”) and also proposes to grant to the Underwriters an the option to purchase up to an 3,750,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by units of the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representatives as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof. Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or twelve (12) months from the date of the consummation of the Offering and terminating at 5:00 p.m. (New York City time) on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of (the Company“Liquidation”); provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of the date hereof, with respect to the Warrants, the Forward Purchase Warrants (as defined herein) and the Private Placement Warrants (as defined herein) with CST, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of April 19, 2018 (the “Sponsor’s Purchase Agreement”), with New Frontier Public Holding Ltd., a Cayman Islands exempted company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 10,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (including the Ordinary Shares issuable upon conversion thereof, the “Sponsor Founder Shares”), for an aggregate purchase price of $25,000. The Company has entered into forward purchase agreements (collectively, the “Forward Purchase Agreements”) with the Sponsor and certain investors (the “Anchor Investors”) providing for the sale of 18,100,000 Class A ordinary shares (together, the "Forward Purchase Shares”), plus 4,525,000 redeemable warrants (the “Forward Purchase Warrants,” and together with the Forward Purchase Shares, the “Forward Purchase Securities”), for an aggregate purchase price of $181,000,000, or entities$10.00 per Forward Purchase Share, in a private placement transaction to close concurrently with the closing of the initial Business Combination. As an inducement to the Anchor Investors to enter into the Forward Purchase Agreements, the Sponsor transferred an aggregate of 2,262,500 Class B ordinary shares of the Company to the Anchor Investors for no consideration prior to the date hereof (the “Forward Purchase Anchor Shares” and collectively with the Sponsor Founder Shares, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a private placement warrants purchase agreement (the “Warrant Purchase Agreement”), dated the date hereof, with the Sponsor pursuant to which the Sponsor agreed to purchase an aggregate of 7,000,000 warrants (or up to 7,750,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”) at $11.50 per share, at a price of $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the Sponsor, the Anchor Investors and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. Pursuant to the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares, the Forward Purchase Warrants and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered letter agreements between the Sponsor and each of the Company’s executive officers, directors and director nominees, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Insider Letters”). The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. LF Capital ▇▇▇▇ ▇▇ Acquisition Corp. IIIV Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 10,000,000 units of the Company (the “Firm Units”). The 22,500,000 Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-quarter of one warrant (collectively, the “Firm Warrants”), and one-half of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidation redemption; provided that no fractional shares of Common Stock shall be issued in respect of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. On June 29, 2020, the Company effected a dividend of 43,125 shares of common stock for each share outstanding resulting in there being an aggregate of 4,312,500 Insider Shares outstanding. In July and August 2020, CHLM Sponsor LLC, an entity affiliated with ▇▇▇▇▇-▇▇▇▇▇▇, and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 3,022,825 Insider Shares for an aggregate purchase price of $17,523.61. On July 1, 2021, certain of the Company’s initial stockholders sold an aggregate of 1,490,874 Insider Shares back to the Company for an aggregate purchase price of $8,642.75. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 53,374 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $464.11. On July 1, 2021, certain of the Company’s directors purchased from CR Financial Holdings, Inc. an aggregate of 113,860 Insider Shares for an aggregate purchase price of $990.10. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of _____, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 374,000 units (or up to 404,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-quarter of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. LF Capital Acquisition Corp. IICM Life Sciences, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 35,000,000 units of the Company (the “Units”). The 22,500,000 35,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 5,250,000 Units as provided in Section 2. The additional 3,375,000 5,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (( “Class A Common Stock”), and one-half third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IIForum Merger II Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Public Units”). The 22,500,000 20,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Public Units as provided in Section 2. The additional 3,375,000 3,000,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofliquidation. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesinvolving the Company.

Introductory. LF Capital Genesis Park Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 15,000,000 units of the Company (the “Units”). The 22,500,000 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,250,000 Units as provided in Section 22 hereof. The additional 3,375,000 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with involving the Company and one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IIA▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company 6,000,000 shares (the “UnitsFirm Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 900,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares, are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“JefferiesShares”) . RBC Capital Markets Corporation has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofShares. As used herein, the term “Business Combination” (as described more fully described in the Registration Statement (as defined below), the Company purchased substantially all of the assets of Oil & Gas Rental Services, Inc. (“Oil & Gas Rental”) shall mean on December 18, 2006. The purchase by the Company of substantially all of the assets of Oil & Gas Rental, as described in the Registration Statement, is referred to herein as the “Acquisition.” In connection with the Acquisition, the Company (a) received a mergerlimited waiver of certain provisions of Sections 2.04, capital stock exchange7.01 and 7.04 of the Company’s $25 million senior secured credit facility among the Company, asset acquisitioneach lender from time to time party thereto, stock purchaseand Royal Bank of Canada (the “Bank Credit Facility”) and (b) will (i) offer and sell the Shares contemplated by this Agreement and (ii) offer and sell the Company’s Senior Notes due 2017 (the “Notes”) pursuant to a purchase agreement dated January 24, reorganization or similar business combination 2007, among the Company, the guarantors and the initial purchasers named therein. The proceeds of this offering, together with one or more businesses or entitiesthe proceeds from the offering of the Notes, will be used to repay the debt outstanding under the Company’s $300 million bridge loan facility, which the Company incurred to finance the Acquisition. The aforementioned transactions are collectively referred to herein as the “Transactions.”

Introductory. LF Capital Live Oak Crestview Climate Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 25,000,000 units of the Company (the “Units”). The 22,500,000 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,750,000 Units as provided in Section 2. The additional 3,375,000 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Tekkorp Digital Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 30,000,000 units of the Company (the “Units”). The 22,500,000 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 4,500,000 Units as provided in Section 2. The additional 3,375,000 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockOrdinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Siddhi Acquisition Corp. IICorp, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters listed on named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 22,500,000 are acting as representative, 24,000,000 units of the Company (the “Units”). The 22,500,000 Units ) of the Company (said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,600,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day day) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants Ordinary Shares will be issued upon separation conversion of the Units, and only whole Public Warrants any rights. Fractional Ordinary Shares will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant either be rounded down to the Warrant Agreement (as defined below), only a nearest whole warrant may be exercised at any given time by a holder thereofshare or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated July 15, 2024 (the “Original Securities Subscription Agreement”), with Siddhi Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 7, 2024, the Original Securities Subscription Agreement was amended (the “Amendment No. 1 to the Original Securities Subscription Agreement” and, together with the Original Securities Subscription Agreement, the “Securities Subscription Agreement”), and the Company, through a share capitalization, issued to the Sponsor an additional 1,437,500 Class B ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 7,187,500 Class B ordinary shares. Subsequently, on February 10, 2025, the Sponsor surrendered for no consideration 1,437,500 Class B ordinary shares such that, in the aggregate, the Sponsor owned 5,750,000 Class B ordinary shares. On March 31, 2025, the Company approved a share capitalization resulting in an aggregate of 6,900,000 Class B ordinary shares outstanding as of the date hereof, up to 900,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 320,000 private placement units (or entities338,000 private placement units if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $3,200,000 (or $3,380,000 if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Units, the Private Placement Rights, the Private Placement Shares (and any Ordinary Shares issuable upon the conversion of the Founder Shares and exercise of the Private Placement Units or the Private Placement Rights) upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $15,000 for technology, software, computer, systems, administrative support, secretarial services and infrastructure fees. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. LF Capital CBRE Acquisition Corp. IIHoldings, Inc., a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 35,000,000 SAILSM (the “Underwriters”Stakeholder Aligned Initial Listing) an aggregate of 22,500,000 units securities of the Company (the “Units”). The 22,500,000 Units said SAILSM securities to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,250,000 additional SAILSM securities of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day (day), unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 11.00 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesassets involving the Company. The Company has entered into an Investment Management Trust Agreement, dated [•], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated [•], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into a Securities Subscription Agreement, dated November 6, 2020 (the “Alignment Share Purchase Agreement”), with CBRE Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 2,300,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (the “Alignment Shares”) (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”)). On November 27, 2020, the Sponsor and the Company entered into a Surrender of Shares and Amendment No. 1 to the Subscription Agreement to reflect the forfeiture and surrender by the Sponsor to the Company of 287,500 Alignment Shares, resulting in 2,012,500 Alignment Shares remaining outstanding (including the forfeiture of up to 262,500 Alignment Shares depending on the extent to which the Underwriter’s over-allotment option is exercised). On [•], 2020, the Alignment Shares were reclassified to add certain conversion and other rights, benefits and obligations each as described in the Registration Statement, the Statutory Prospectus and the Prospectus. On [•], 2020, the Sponsor sold 201,250 alignment shares to the Company’s independent directors and officers at a price of $0.01 per share. The Company has entered into a Private Placement Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 6,666,667 warrants (or up to 7,366,667 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated [•], 2020 (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated [•], 2020 (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”) in exchange for the payments by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of June 30, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with CBRE. Inc., in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to CBRE, Inc. an aggregate monthly fee of $10,000 for certain office space, utilities, finance, accounting, tax and other administrative and secretarial support.

Introductory. LF Capital Acquisition Corp. IICertain stockholders of Chuy’s Holdings, Inc., a Delaware corporation (the “Company”), proposesnamed in Schedule A-1 and Schedule A-2 (collectively with the stockholders named in Schedule A-3, upon the terms and subject “Selling Stockholders”) severally propose to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto B (the “Underwriters”) an aggregate of 22,500,000 units 3,000,000 shares of common stock, par value $0.01 per share, of the Company (the “UnitsShares”). The 22,500,000 Units 3,000,000 Shares to be sold by the Company Selling Stockholders are called the “Firm SecuritiesShares.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 450,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule ▇-▇, ▇▇▇▇▇▇▇▇ ▇-▇ and Schedule A-3 as provided in Section 2. The additional 3,375,000 Units 450,000 Shares to be sold by the Company Selling Stockholders pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” J▇▇Jefferies LLC (“Jefferies”) and ▇▇▇▇▇▇ LLC ▇. ▇▇▇▇▇ & Co. Incorporated (“JefferiesBaird”) has have agreed to act as the representative Representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Shares. The Class A Common Stock Company has prepared and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report registration statement on Form 8S-1 (File No. 333-K or similar 187779), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Company that includes such audited balance sheet Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Closing Form 8-KSecurities Act”), including all documents incorporated by reference therein and (c) any information deemed to be a part thereof at the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation time of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that effectiveness pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.to

Introductory. LF Capital Osprey Energy Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 Underwriters 25,000,000 units of the Company (the “Units”). The 22,500,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,750,000 additional units of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 18 hereof. Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of [●], 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of [●], 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants. The Company has sold to Osprey Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Class A Common Stock issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the Class A Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, effective as of [●], 2017 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 7,000,000 warrants (or entitiesup to 7,750,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [●], 2017, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Class A Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of [●], 2017, by and among the Sponsor and each of the Company’s officers, directors, and director nominees, in the form filed as Exhibit 10.4 to the Registration Statement (the “Insider Letter”).

Introductory. LF Capital EQ Health Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 16,000,000 units of the Company (the “Units”). The 22,500,000 16,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,400,000 Units as provided in Section 2. The additional 3,375,000 2,400,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 22,000,000 units of the Company (the “Units”). The 22,500,000 22,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,300,000 Units as provided in Section 2. The additional 3,375,000 3,300,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IIICOP Digital, Inc., a Delaware Colorado corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) (i) an aggregate of 22,500,000 units of the Company 1,000,000 shares (the “UnitsShares”) of the Company’s common stock (“Common Stock”) and (ii) an aggregate of 1,000,000 redeemable warrants, each entitling the holder to purchase one share of Common Stock (each a “Warrant” and, collectively, the “Warrants”). The 22,500,000 Units Warrants are to be identical in form to the public warrants first issued in July 2005 and that currently trade on the Nasdaq Capital Market under the symbol “ICOPW.” The Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and ComputerShare Trust Company, Inc., as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Shares and the 1,000,000 Warrants to be sold by the Company are collectively called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 150,000 Shares (the “Optional Shares”) and an additional 150,000 Warrants (the “Optional Warrants”), as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option Optional Shares and Optional Warrants are collectively called referred to herein as the “Optional Securities.” The ”). Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) Investment Company, Inc. has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Securities. The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of confirms its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet agreement with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Acquisition Corp. IINew Oriental Education & Technology Group Inc., a Delaware corporation Cayman Islands company limited by shares (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to agrees with the several underwriters listed on Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units to issue and sell to the several Underwriters 7,500,000 American depositary shares (the “ADSs”), each representing 4 Common Shares (as defined below) of the Company (the “UnitsFirm Securities”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted proposes to issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,125,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called ADSs (the “Optional Securities.” ”). The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities”. Each common share, par value US$0.01 per share, of the Company is herein called a “Common Share” and collectively called the “Common Shares.” JUnless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the Common Shares underlying such securities. The Offered Securities will be evidenced by American depositary receipts (“ADRs”) to be issued pursuant to the Deposit Agreement dated on or about September [·], 2006 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs. As part of the offering contemplated by this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co. (the “JefferiesDesignated Underwriter”) has agreed to act as the representative reserve out of the several Underwriters (in such capacityFirm Securities purchased by it under this Agreement, the “Representative”) in connection with the offering of the Offered Securities up to 320,533 ADSs, for sale to the public Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as contemplated set forth in the Final Prospectus (as defined belowherein) under the heading “Underwriting” (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)Directed Share Program”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision Firm Securities to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of Designated Underwriter pursuant to the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission Directed Share Program (the “CommissionDirected Shares”) on a Current Report on Form 8-K or similar form will be sold by the Company that includes such audited balance sheet (Designated Underwriter pursuant to this Agreement at the “Closing Form 8-K”), and (c) public offering price. Any Directed Shares not subscribed for by the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants end of the business day on which this Agreement is executed will be issued upon separation of offered to the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment public by the Underwriters as described set forth in the Final Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital ARYA Sciences Acquisition Corp. Corp II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 12,500,000 units of the Company (the “Units”). The 22,500,000 12,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 1,875,000 Units as provided in Section 2. The additional 3,375,000 1,875,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC has agreed to act as the representative Representatives of the several Underwriters (together in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (( “Class A Common StockOrdinary Shares”), and one-half third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Representatives inform the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IICompass Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units (i) 33,290,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), and (ii) pre-funded warrants of the Company to purchase up to an aggregate of 6,710,000 shares of Common Stock at an exercise price of $0.0001 per share (the “UnitsPre-Funded Warrants”). The 22,500,000 Units 33,290,000 Shares to be sold by the Company are called the “Firm Shares.” The Firm Shares and the 6,710,000 Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 6,000,000 Shares as provided in Section 2. The additional 3,375,000 Units 6,000,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Shares”, and together with the Pre-Funded Warrants are referred to as the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) has and Guggenheim Securities, LLC (“Guggenheim Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, “Warrant Shares” means the term “Business Combination” (as described more fully in shares of Common Stock issuable upon exercise of the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesPre-Funded Warrants.

Introductory. LF Capital Acquisition Corp. IINiSource Inc., a Delaware corporation (“NiSource” or the “Company”), proposesagrees with the several underwriters listed in Schedule I hereto (the “Underwriters”), upon for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇ Fargo Securities, LLC are acting as Representatives (the terms and subject to the conditions set forth in this agreement (this “AgreementRepresentatives”), to issue and sell to the several underwriters listed on Schedule Underwriters 7,500,000 of the Company’s Series A hereto Corporate Units (the “UnderwritersFirm Corporate Units”) an aggregate of 22,500,000 units and, at the option of the Company Underwriters, up to an additional 1,125,000 Series A Corporate Units (the “Optional Corporate Units,” and together with the Firm Corporate Units, the “Corporate Units”). The 22,500,000 Units to be sold by the Company are called Each Corporate Unit has a stated amount of $100 (the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold Stated Amount”) and consists of (i) a Purchase Contract (a “Purchase Contract”) issued by the Company pursuant to such option are collectively called which the “Optional Securities.” The Firm Securities and, if holder thereof will agree to purchase from the Company and the Company will agree to sell to the extent such option is exercisedholder thereof on December 1, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed 2023, subject to act as the representative of the several Underwriters (in such capacityearlier settlement or termination, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date day is not a business day, the following business day (unless Jefferies informs the Company “Purchase Contract Settlement Date”), for $100 a variable number of its decision shares of the Company’s common stock, without par value (the “Common Stock”), equal to allow earlier separate tradingthe Settlement Rate (as defined in the Pricing Prospectus), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities anti-dilution adjustments and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment in certain circumstances if the holder elects to settle the Purchase Contract early, as described in determined pursuant to the Prospectus, during terms of the period commencing 30 days after the completion of an initial Business Combination Purchase Contract and Pledge Agreement (as defined below) and terminating on (ii) (a) a 1/10th undivided beneficial ownership interest in one share of Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share (the five-year anniversary of “Mandatory Convertible Preferred Securities”) or (b) following a successful optional remarketing, the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement “applicable ownership interest” (as defined belowin the Pricing Prospectus) in the “Treasury portfolio” (as defined in the Pricing Prospectus) (the Purchase Contracts together with the Mandatory Convertible Preferred Securities, in the form of Corporate Units or otherwise, the “Securities”). The Mandatory Convertible Preferred Securities will automatically convert into shares of Common Stock on the second business day immediately following the last trading day of the “mandatory averaging period” (as defined in the Pricing Prospectus) (the “Underlying Securities”). The Purchase Contracts will be issued under a Purchase Contract and Pledge Agreement dated as of the Closing Date (as defined herein) (the “Purchase Contract and Pledge Agreement”) among the Company and U.S. Bank National Association, only a whole warrant may as Purchase Contract agent and as collateral agent (the “Collateral Agent”). The Mandatory Convertible Preferred Securities will be exercised at any given time established by a holder thereofCertificate of Designations to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Designations”) to be filed with the Secretary of State of Delaware and with all other offices where such filing is required, on or before April 19, 2021. As used hereinThe holders of the Corporate Units will pledge their interests in the Mandatory Convertible Preferred Securities forming a part of the Corporate Units to the Collateral Agent under the Purchase Contract and Pledge Agreement to secure their obligations under the Purchase Contracts to purchase shares of Common Stock. To the extent there are no additional Underwriters listed on Schedule I other than you, the term “Business Combination” (Representatives as described more fully in the Registration Statement (as defined below)) used herein shall mean a mergeryou, capital stock exchangeas Underwriters, asset acquisition, stock purchase, reorganization and the terms Representatives and Underwriters shall mean either the singular or similar business combination with one or more businesses or entitiesplural as the context requires. The term “Equity Units” includes both Corporate Units and Treasury Units.

Introductory. LF Capital Bluescape Opportunities Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representatives”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 57,500,000 units (the “UnderwritersUnits”) an aggregate of 22,500,000 units of the Company (the “Units”). The 22,500,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 8,625,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by cover over-allotments, if any (the Company pursuant to such option are collectively “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representatives as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant may not be exercised for a fractional share, so that only a whole warrant Warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Option Securities, if and when issued. The Company has entered into a Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants, the Forward Purchase Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated July 10, 2020 (the “Founder’s Purchase Agreement”), with Bluescape Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor purchased an aggregate of 16,531,250 Class B ordinary shares, par value $0.0001 per share (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), of the Company for an aggregate purchase price of $25,000. Up to 2,156,250 Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of the date hereof (the “Warrant Subscription Agreement”), with the Sponsor and ZP Master Utility Fund, Ltd., a Cayman Islands exempted limited company (“Z▇▇▇▇▇”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor and Z▇▇▇▇▇ agreed to purchase an aggregate of 13,500,000 warrants (or entitiesup to 15,225,000 warrants if the over-allotment option is exercised in full), at a price of $1.00 per warrant, each warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof, with the Sponsor in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Sponsor Forward Purchase Agreement”), pursuant to which Sponsor agreed to purchase up to $30,000,000 of units, with each unit consisting of one Ordinary Share, 3,000,000 Ordinary Shares in the aggregate (the “Sponsor Forward Purchase Shares”), and one-half of one warrant, 1,500,000 warrants in the aggregate, to purchase one Ordinary Share at $11.50 per share (the “Sponsor Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The Company has entered into a Forward Purchase Agreement, dated as of the date hereof, with Z▇▇▇▇▇ (Z▇▇▇▇▇, together with the Sponsor, the “Forward Purchase Parties”), in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Z▇▇▇▇▇ Forward Purchase Agreement” and, together with the Sponsor Forward Purchase Agreement, the “Forward Purchase Agreements”), pursuant to which Z▇▇▇▇▇ agreed to purchase up to $270,000,000 of units, with each unit consisting of one Ordinary Share, 27,000,000 Ordinary Shares in the aggregate (the “Z▇▇▇▇▇ Forward Purchase Shares” and, together with the Sponsor Forward Purchase Shares, the “Forward Purchase Shares”), and one-half of one warrant, 13,500,000 warrants in the aggregate, to purchase one Ordinary Share at $11.50 per share (the “Z▇▇▇▇▇ Forward Purchase Warrants” and, together with the Sponsor Forward Purchase Warrants, the “Forward Purchase Warrants”), for a purchase price of $10.00 per unit, in a private placement to occur concurrently with the closing of the Business Combination. The Company has entered into a Registration and Shareholder Rights Agreement, dated as of the date hereof (the “Registration and Shareholder Rights Agreement”), with the Sponsor, Z▇▇▇▇▇ and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and warrants that may be issued upon conversion of certain working capital loans, if any. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect of the Forward Purchase Shares and the Ordinary Shares underlying the Forward Purchase Warrants. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Insider Letter”), by and among the Sponsor and each of the Company’s officers, and directors, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company has entered into an Administrative Services Agreement, dated as of the date hereof (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to an affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, secretarial and administrative services.

Introductory. LF Capital ▇▇▇▇ ▇▇ Acquisition Corp. IIV Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 10,000,000 units of the Company (the “Firm Units”). The 22,500,000 Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-third of one warrant (collectively, the “Firm Warrants”), and one-half of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-third of one warrant as described above (collectively, the “Optional Warrants”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidation redemption; provided that no fractional shares of Common Stock shall be issued in respect of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In December 2020, the Company issued an aggregate of 4,312,500 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc., CHLM Sponsor LLC and certain of the Company’s officers, directors and their affiliates for an aggregate purchase price of $25,000. In September 2021, certain of the Company’s initial stockholders sold an aggregate of 1,547,802 Insider Shares back to the Company for an aggregate purchase price of $959.14. Of those Insider Shares, 1,437,500 shares were cancelled and the remaining 110,302 shares were purchased by certain of the Company’s officers from the Company for an aggregate purchase price of $959.14. As a result of the foregoing, there is an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of [__________], 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 374,000 units (or up to 404,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one-third of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged [●] (“[●]”), and [●] confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. [●], solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. LF Capital Acquisition Corp. IIAffimed N.V., a Delaware corporation company incorporated under the laws of the Netherlands (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company common shares, par value €0.01 per share (the “UnitsCommon Shares”). The 22,500,000 Units Common Shares to be sold by the Company are called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an over-allotment option to purchase up to an additional 3,375,000 Units Common Shares as provided in Section 2. The additional 3,375,000 Units Common Shares to be sold by the Company pursuant to such over-allotment option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” J▇▇▇Jefferies LLC (“Jefferies”), SVB Securities LLC (“SVB Leerink”), Truist Securities, Inc. (“Truist”) and ▇▇▇▇▇ Fargo Securities, LLC (“Jefferies▇▇▇▇▇ Fargo”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), The Company has prepared and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report shelf registration statement on Form 8F-3, File No. 333-K or similar form 260946, as amended by the Company that includes such audited balance sheet Post-Effective Amendments No. 1 and No. 2 thereto, including a base prospectus (the “Closing Form 8-KBase Prospectus”), ) to be used in connection with the public offering and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation sale of the UnitsOffered Shares. Such registration statement, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.as

Introductory. LF Capital ▇▇▇▇▇▇▇ Acquisition Corp. Company II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 20,000,000 units of the Company (the “Firm Units”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The 22,500,000 Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), and one-half each unit consisting of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (collectively, the “Public Warrant(s)Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants Rights included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No Each Public Right entitles its holder to receive to receive one-tenth of (1/10) of one Class A Ordinary Share at the closing of the Business Combination ; provided that no fractional Public Warrants will Class A Ordinary Shares shall be issued upon separation in respect of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofRights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 750,000 units (or up to 840,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. LF Capital Acquisition Corp. IIAxovant Sciences Ltd., a Delaware corporation company incorporated and organized under the laws of Bermuda (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company 6,742,179 common shares, par value $0.00001 per common share (the “UnitsShares”). The 22,500,000 Units 6,742,179 Shares to be sold by the Company are called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 1,011,326 Shares as provided in Section 2. The additional 3,375,000 Units 1,011,326 Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” J▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), The Company has prepared and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report shelf registration statement on Form 8S-3, File No. 333-K 215387, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or similar form deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.Rule

Introductory. LF Capital VPC Impact Acquisition Corp. Holdings II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company (the “Units”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” JCitigroup Global Markets Inc. (“Citigroup”) and ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, share capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital ▇▇▇▇▇▇▇ Acquisition Corp. Company II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 20,000,000 units of the Company (the “Firm Units”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The 22,500,000 Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), and one-half each unit consisting of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (collectively, the “Public Warrant(s)Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants Rights included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representative inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No Each Public Right entitles its holder to receive to receive one-tenth of (1/10) of one Class A Ordinary Share at the closing of the Business Combination ; provided that no fractional Public Warrants will Class A Ordinary Shares shall be issued upon separation in respect of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofRights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 650,000 units (or up to 725,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. LF Capital Live Oak Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Tekkorp Digital Acquisition Corp. II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 15,000,000 units of the Company (the “Units”). The 22,500,000 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,250,000 Units as provided in Section 2. The additional 3,375,000 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one Class A ordinary share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common StockOrdinary Share”), and one-half third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Warrants”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IIRMG ML Sports Holdings, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters listed on named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 22,500,000 are acting as representative, 26,100,000 units of the Company (the “Units”). The 22,500,000 Units ) of the Company (said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,915,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), ) and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day day) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination involving the Company with one or more businesses businesses. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated December 18, 2025 (the “Securities Subscription Agreement”), with RMG ML Sports Holdings Sponsor LLC (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 10,005,000 Class B ordinary shares, par value $0.0001 per share, of the Company, up to 1,305,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with (the “Sponsor”) in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 225,000 private placement units (including if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $2,250,000 (including if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares (including any Ordinary Shares or entitiesother equivalent equity security issued or issuable upon the conversion of any of the Founder Shares or exercisable for Ordinary Shares), the Private Placement Units, the Private Placement Rights, the Private Placement Shares, the Ordinary Shares issuable upon the exercise of any Private Placement Rights upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. LF Capital Tailwind International Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 30,000,000 units of the Company (the “Units”). The 22,500,000 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 4,500,000 Units as provided in Section 2. The additional 3,375,000 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IIAegerion Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units [ ] shares of its common stock, par value $0.001 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “UnitsSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of [ ] shares of Common Stock. The 22,500,000 Units [ ] shares of Common Stock to be sold by the Company and the [ ] shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm SecuritiesShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units [ ] shares of Common Stock and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [ ] shares of Common Stock, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 3,375,000 Units [ ] shares of Common Stock to be sold by the Company and the additional [ ] shares of Common Stock to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” J▇▇▇▇▇▇▇▇ LLC Jefferies & Company, Inc. (“Jefferies”) has and Deutsche Bank Securities Inc. (“Deutsche Bank”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)Shares. The Class A Common Stock Company has prepared and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital ▇▇▇▇ ▇▇ Acquisition Corp. IIIII Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 10,000,000 units of the Company (the “Firm Units”). The 22,500,000 Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”), ) of the Company and one-half of one redeemable warrantwarrant (collectively, the “Firm Warrants”), of which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidation redemption; provided that no fractional shares of Common Stock shall be issued in respect of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. In May 2020, the Company effected a dividend of 28,750 shares for each share outstanding resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. In May 2020, ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 2,059,019 Insider Shares for an aggregate purchase price of $17,904.51. In January and February 2021, certain affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇ an aggregate of 239,583 Insider Shares for an aggregate purchase price of $2,083.33. On February 9, 2021, certain of the Company’s initial stockholders sold an aggregate of 417,080 Insider Shares back to the Company, which shares were cancelled, and ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors and affiliates of the Company’s management team purchased from the Company an aggregate of 417,080 Insider Shares, in each case, for an aggregate purchase price of $2,417.86. That same date, ▇▇▇▇▇-▇▇▇▇▇▇ purchased from CR Financial Holdings, Inc. 39,931 Insider Shares for a purchase price of $231.48. Also on February 9, 2021, the Company effected a dividend of 0.50 share for each share outstanding, which dividend was rescinded and cancelled by the Company on February 24, 2021, resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of ______, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 378,000 units (or up to 408,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and three-quarters of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. LF Capital LGL Systems Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 15,000,000 units of the Company (the “Public Units”). The 22,500,000 15,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,250,000 Public Units as provided in Section 2. The additional 3,375,000 2,250,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Live Oak Crestview Climate Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and BofA Securities, Inc. (“BofA Securities”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Public Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IINexstar Broadcasting Group, Inc., a Delaware corporation (the “"Company”"), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “"Underwriters”") an aggregate of 22,500,000 units of the Company 10,000,000 shares (the “Units”"Firm Common Shares") of its Class A common stock, par value $.01 per share (the "Class A Common Stock"). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 1,500,000 shares (the "Optional Common Shares") of Class A Common Stock, as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Common Shares and, if and to the extent such option is exercised, the Optional Securities Common Shares, are collectively called the “Offered Securities"Common Shares.” J" Banc of America Securities LLC ("BAS"), Bear, ▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇▇▇▇ Brothers Inc., UBS Securities LLC and RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has Inc. have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “Representative”"Representatives") in connection with the offering and sale of the Offered Securities for Common Shares. Concurrent with the consummation of the sale of the Common Shares as contemplated by this Agreement, the Company will undertake a reorganization pursuant to that certain Merger and Reorganization Agreement dated as of November ., 2003 by and among the Company, Nexstar Broadcasting Group, LLC, the predecessor of the Company and certain of its subsidiaries thereto and Nexstar Finance Holdings II LLC (the "Nexstar Reorganization Agreement") whereby (i) Nexstar Broadcasting Group, L.L.C. and certain of its direct and indirect subsidiaries will be merged into the Company and will cease to exist, (ii) all of the assets previously held by Nexstar Broadcasting Group L.L.C. and such subsidiaries will be transferred to the public Company, (iii) the existing preferred membership interests in Nexstar Broadcasting Group L.L.C. will be redeemed for cash, (iv) the existing common membership interests in Nexstar Broadcasting Group L.L.C. will be converted into shares of the Company's Class A, Class B or Class C common stock, as the case may be and (v) certain subsidiaries of the Company will be merged with and into other subsidiaries of the Company. The foregoing transactions, together with the offering of the Common Shares contemplated by this Agreement, are collectively referred to herein as the "Reorganization." The Class A, Class B and Class C common stock of the Company is referred to herein as the "Common Stock." Unless the context otherwise requires, the term "Company" includes Nexstar Broadcasting Group, Inc. and its predecessor, Nexstar Broadcasting Group, L.L.C. The Company or its subsidiaries have entered into local service agreements (as such term is used in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you"Local Service Agreements") with Mission Broadcasting, as UnderwriterInc. ("Mission") and its subsidiaries, a subsidiary of ▇▇▇▇▇▇▇▇ Broadcast Group, Inc. and JDG Television, Inc. pursuant to which the term “Underwriters” shall mean either Company provides various management, sales and other non-program related services to ten television stations it currently does not own. Of these ten television stations, two are owned by ▇▇▇▇▇▇▇▇ Broadcast Group and JGD Television, Inc., seven are owned by Mission and Mission provides various management, sales and other services to the singular or remaining station pursuant to a Local Service Agreement with the plural, as the context requiresowner of such station. Each Unit consists of one share A list of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder Local Service Agreements to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs which the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt or Mission is a party is found in Appendix I hereto. In accordance with United States generally accepted accounting principles and as further explained by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below), Mission and its subsidiaries are considered special purpose entities, and Mission's consolidated results of operations and financial position are consolidated with the Company's results of operations and financial position in the Company's consolidated financial statements as if Mission and its subsidiaries were the Company's wholly-owned subsidiaries. On or after the consummation of the sale of the Common Shares as contemplated by this Agreement, the Company will acquire Quorum Broadcast Holdings, LLC ("Quorum") shall mean pursuant to that certain Reorganization Agreement dated as of September 12, 2003 between the Company and Quorum as amended by Amendment No. 1 to the Reorganization Agreement dated as of November 3, 2003 (collectively, the "Quorum Merger Agreement") whereby Quorum and its direct and indirect subsidiaries will be merged with and into the Company or one of the Company's subsidiaries, as the case may be. Pursuant to the Quorum Merger Agreement, (i) certain membership interests of Quorum will be redeemed for cash, (ii) all of the remaining membership interests in Quorum will be exchanged for shares of Class A Common Stock, and (iii) all of Quorum's outstanding indebtedness will be repaid or refinanced by the Company, as more fully described in the Prospectus. The foregoing transactions are collectively referred to herein as the "Quorum Acquisition." Quorum, directly or indirectly, owns and operates 10 television stations and, in addition, pursuant to various Local Service Agreements, provides various management, sales and other non-program related services to an additional 5 television stations, two of which are owned by Mission Broadcasting of Amarillo, Inc. ("Mission of Amarillo") and three of which are owned directly or indirectly by VHR Broadcasting, Inc. or an affiliate thereof ("VHR" and together with Mission of Amarillo and its affiliates, the "Quorum Contractual Entities"). A list of the Local Service Agreements to which Quorum, Mission of Amarillo or VHR is a mergerparty is found in Appendix I hereto. In accordance with United Stated generally accepted accounting principles and as further explained by and in the Registration Statement (as defined below), capital stock exchangeMission of Amarillo and VHR are considered special purpose entities, asset acquisitionand their consolidated results of operations and financial position are consolidated with Quorum's results of operations and financial position in Quorum's consolidated financial statements as if they were Quorum's wholly-owned subsidiaries. In connection with the Quorum Acquisition, stock purchaseit is contemplated that prior to or concurrently with the completion of the Quorum Acquisition VHR will merge with and into affiliates of Mission of Amarillo pursuant to an Agreement and Plan of Merger dated as of September 12, reorganization 2003 among VHR Broadcasting of ▇▇▇▇▇▇▇▇, LLC, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Kenos Broadcasting II, Inc., an Agreement dated as of September 12, 2003 between VHR Broadcasting, Inc., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Kenos Broadcasting, Inc. (collectively, the "VHR Merger Agreements") and thereafter Mission of Amarillo and its affiliates will merge with and into Mission (collectively, the "Mission Mergers"). The Quorum Acquisition and the Mission Mergers are hereinafter referred to collectively as the "Quorum Transactions." Further, it is currently contemplated that on or similar business combination with one or more businesses or entities.prior to the consummation of the Quorum Transactions, Nexstar Finance, Inc. ("Nexstar Finance"), a wholly-owned subsidiary of the Company, will issue and sell approximately $125,000,000 principal amount of its senior subordinated notes (the

Introductory. LF Capital Acquisition Corp. IILandcadia Holdings IV, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 50,000,000 units of the Company (the “Units”). The 22,500,000 50,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 7,500,000 Units as provided in Section 2. The additional 3,375,000 7,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 [0.0001]1 per share (“Class A Common Stock”), and one-half quarter of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses. 1 NTD: To be confirmed.

Introductory. LF Capital Acquisition Corp. IIPraxis Precision Medicines, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) (i) an aggregate of 22,500,000 units of the Company 3,025,480 shares (the “UnitsFirm Shares”). ) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 318,470 shares of Common Stock (the “Warrant Shares”) at an exercise price of $0.0001 per share in the form attached hereto as Exhibit A. The 22,500,000 Units 3,025,480 Firm Shares and Pre-Funded Warrants to purchase up to 318,470 shares of Common Stock to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 501,592 shares of Common Stock as provided in Section 2‎Section 2 of this Agreement. The additional 3,375,000 Units 501,592 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares,” and together with the Firm Shares, the “Shares.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Securities.” JTD Securities (USA) LLC (“T▇ ▇▇▇▇▇”), P▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”), and Guggenheim Securities, LLC (“JefferiesGuggenheim”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Securities. To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Revolution Healthcare Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 50,000,000 SAILSM (the “Underwriters”Stakeholder Aligned Initial Listing) an aggregate of 22,500,000 units securities of the Company (the “Units”). The 22,500,000 Units said SAILSM securities to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional SAILSM securities of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-five (5) year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated [●], 2021 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated [●], 2021 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into Securities Subscription Agreements, dated January 11, 2021 (the “Securities Subscription Agreement”), with each of REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation (the “Foundation”), pursuant to which the Sponsor and the Foundation purchased an aggregate of 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”). 356,250 and 18,750 of the Alignment Shares owned by the Sponsor and the Foundation, respectively, are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Alignment Shares are substantially similar to the shares of Class A Common Stock included in the SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of [●], 2021 (the “Private Placement Warrants Purchase Agreement”), with the Sponsor and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,333,333 warrants (or entitiesup to 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated [●], 2021 (the “Registration Rights Agreement”), with the Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants, the Conversion Shares and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement dated [●], 2021 (the “Insider Letter”), by and among the Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.9 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Introductory. LF Capital Acquisition Corp. IILandcadia Holdings, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 30,000,000 units of the Company (the “Units”). The 22,500,000 30,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 4,500,000 Units as provided in Section 2. The additional 3,375,000 4,500,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has and Deutsche Bank Securities Inc. (“Deutsche Bank”) have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. 1 Plus an option to purchase from the Company up to 4,500,000 additional Units to cover over-allotments. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one warrant, where each warrant entitles the holder to purchase one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies informs the Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one-half of one share of Class A Common Stock for $5.75 per half share ($11.50 per whole share, subject to adjustment as described in the Prospectus, ) during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a warrant may not be exercised for a fractional share, so that only a whole warrant an even number of warrants may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital ▇▇▇▇ ▇▇ Acquisition Corp. IIIII Co., a Delaware corporation (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 10,000,000 units of the Company (the “Firm Units”). The 22,500,000 Units to be sold by the Company are called the “) at a purchase price (net of discounts and commissions) of $9.80 per Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresUnit. Each Firm Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock” and the shares of Common Stock included in the Firm Units, the “Firm Shares”) of the Company and one-quarter of one warrant (collectively, the “Firm Warrants”), and one-half of one redeemable warrant, which each whole warrant entitling Firm Warrant entitles the holder thereof to purchase one share of Class A Common Stock under the terms further described below. The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 1,500,000 units (the “Optional Units”), each unit consisting of one share of Common Stock (collectively, the “Public Warrant(s)Optional Shares”) and one-quarter of one warrant as described above (collectively, the “Optional Warrants”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) and ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC (“▇▇▇▇▇-▇▇▇▇▇▇”) are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd 90th day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representatives inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, holder to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 thirty (30) days after the completion of an initial Business Combination Combination, and (as defined belowii) and terminating expiring at 5:00 P.M., New York City time, on the five-year fifth anniversary of the date of the completion of such an initial Business Combination or earlier upon redemption or liquidation redemption; provided that no fractional shares of Common Stock shall be issued in respect of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofPublic Warrants. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In February 2019, the Company issued an aggregate of 100 shares of Common Stock (the “Insider Shares”) to CR Financial Holdings, Inc. for an aggregate purchase price of $25,000. In May 2020, the Company effected a dividend of 28,750 shares for each share outstanding resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. In May 2020, ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors, officers and affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. an aggregate of 2,059,019 Insider Shares for an aggregate purchase price of $17,904.51. In January and February 2021, certain affiliates of the Company’s management team purchased from CR Financial Holdings, Inc. and ▇▇▇▇▇-▇▇▇▇▇▇ an aggregate of 239,583 Insider Shares for an aggregate purchase price of $2,083.33. On February 9, 2021, certain of the Company’s initial stockholders sold an aggregate of 417,080 Insider Shares back to the Company, which shares were cancelled, and ▇▇▇▇▇-▇▇▇▇▇▇ and certain of the Company’s directors and affiliates of the Company’s management team purchased from the Company an aggregate of 417,080 Insider Shares, in each case, for an aggregate purchase price of $2,417.86. That same date, ▇▇▇▇▇-▇▇▇▇▇▇ purchased from CR Financial Holdings, Inc. 39,931 Insider Shares for a purchase price of $231.48. Also on February 9, 2021, the Company effected a dividend of 0.50 share for each share outstanding, which dividend was rescinded and cancelled by the Company on February 24, 2021, resulting in there being an aggregate of 2,875,000 Insider Shares outstanding. The Insider Shares include an aggregate of up to 375,000 shares of Common Stock subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the holders of the Insider Shares will collectively own 20.0% of the Company’s issued and outstanding Common Stock after the Offering (excluding the sale of Private Units (as defined below) and assuming that holders of the Insider Shares do not purchase Public Units in the Offering). The holders of the Insider Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Insider Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representatives or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representatives or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Insider Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Insider Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Insider Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110.05. The Company has entered into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) dated as of March 2, 2021, with certain of the holders of Insider Shares (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 378,000 units (or up to 408,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one share of Common Stock (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and three-quarters of one warrant (collectively, the “Private Warrants” and, together with the Public Warrants, the “Warrants”). The Private Units, Private Shares and Private Warrants are substantially similar to the Public Units, Public Shares and Public Warrants, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Warrant Agreement, dated as of the date hereof, with respect to the Warrants with CST, as warrant agent, substantially in the form filed as an exhibit to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company has entered into an Escrow Agreement, dated as of the date hereof, with CST, as escrow agent, substantially in the form filed as an exhibit to the Registration Statement (the “Escrow Agreement”), pursuant to which the Insider Shares will be placed in escrow with CST until the fulfillment of certain conditions set forth therein. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial stockholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial stockholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representatives have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement. The Company confirms that it has engaged EarlyBirdCapital, Inc. (“EBC”), and EBC confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 5121 of the rules of the Financial Industry Regulatory Authority (“FINRA”) with respect to the Offering. EBC, solely in its capacity as a qualified independent underwriter with respect to the Offering, and not otherwise, is referred to herein as the “QIU.”

Introductory. LF Capital Acquisition Corp. II▇▇▇▇▇▇ Realty Corporation, a Delaware Maryland corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of the Company 4,000,000 shares (the “UnitsFirm Shares”) of its 6.875% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 600,000 shares (the “Optional Shares”) of Series G Preferred Stock, as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” JThe terms of the Shares will be set forth in articles supplementary (the “Articles Supplementary”) to be filed by the Company with the State Department of Assessments and Taxation of Maryland (the “SDAT”). ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇ LLC (“Jefferies”) has Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters Underwriters listed on Schedule A heretoother than you, the term “Representative” terms Representatives and Underwriters as used herein shall mean you, as Underwriter, Underwriters and the term “Underwriters” Representatives. The terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. Each Unit consists of one share References in this Agreement to “subsidiaries” of the Company’s Class A common stockCompany shall include, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business daywithout limitation, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination Operating Partnership (as defined below) and terminating on ). The Company will contribute the five-year anniversary net proceeds from the sale of the date Shares to the Operating Partnership, and in exchange therefor, at the Closing Date (as defined in Section 2(b)) or on any Subsequent Closing Date (as defined in Section 2(c)), as applicable, the Operating Partnership will issue to the Company Series G units of limited partnership interest in the Operating Partnership (the “Series G Units”) having terms with respect to distribution substantially equivalent to the terms of the completion of such initial Business Combination or earlier upon redemption or liquidation Shares. The terms of the Company; provided, however, that pursuant Series G Units will be set forth in an amendment (the “Partnership Amendment”) to the Warrant Partnership Agreement (as defined below). The Company and ▇▇▇▇▇▇ Realty, only L.P., a whole warrant may be exercised at any given time by a holder thereof. As used hereinDelaware limited partnership (the “Operating Partnership”), hereby confirm their respective agreements with the term “Business Combination” (several Underwriters as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Health Assurance Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 50,000,000 SAILSM (the “Underwriters”Stakeholder Aligned Initial Listing) an aggregate of 22,500,000 units securities of the Company (the “Units”). The 22,500,000 Units said SAILSM securities to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional SAILSM securities of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated [Ÿ], 2020 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated [Ÿ], 2020 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into a Securities Subscription Agreement, dated September 24, 2020 (the “Alignment Share Purchase Agreement”), with General Catalyst Group X - Early Venture, L.P., a Delaware limited partnership (“GC Early Venture”) and Health Assurance Economy Foundation, a Delaware corporation (the “Foundation”), pursuant to which GC Early Venture and the Foundation purchased an aggregate of 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”), 2,587,500 of which were subsequently transferred by GC Early Venture to the Sponsor (as defined below). 375,000 of the Alignment Shares owned by the Sponsor being subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Alignment Shares are substantially similar to the shares Class A Common Stock included in the SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with HAAC Sponsor, LLC (the “Sponsor”) and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor and certain directors of the Company agreed to purchase an aggregate of 11,333,333 warrants (or entitiesup to 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated [Ÿ], 2020 (the “Registration Rights Agreement”), with the Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Class A Common Stock underlying the Alignment Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement dated [Ÿ], 2020 (the “Insider Letter”), by and among the Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.8 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to GC Early Venture in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by GC Early Venture to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of January 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Introductory. LF Capital LGL Systems Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 12,500,000 units of the Company (the “Public Units”). The 22,500,000 12,500,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 1,875,000 Public Units as provided in Section 2. The additional 3,375,000 1,875,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IICharm Communications Inc., a Delaware corporation an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to agrees with the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 units of to issue and sell to the Company Underwriters 7,812,500 American Depositary Shares (the “UnitsADSs”), representing 15,625,000 Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”), of the Company. The 22,500,000 Units aggregate of 7,812,500 ADSs representing 15,625,000 Class A Ordinary Shares to be sold by the Company are is herein called the “Firm Securities.” In addition, ”. The shareholder of the Company has granted named in Schedule B hereto (the “Selling Shareholder”) also proposes to sell, severally, to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,171,875 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called ADSs representing 2,343,750 Class A Ordinary Shares (the “Optional Securities.” ”). The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.”. The Class A Ordinary Shares represented by the Firm Securities are herein called the “Firm Shares” Jand the Class A Ordinary Shares represented by the Optional Securities are herein called the “Optional Shares”, and the Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of [Ÿ], 2010, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC & Co (the “JefferiesDesignated Underwriter”) has agreed to act as the representative reserve out of the several Underwriters (in such capacityFirm Securities purchased by it under this Agreement, the “Representative”) in connection with the offering of the Offered Securities up to 390,625 ADSs, for sale to the public Company’s directors, officers, employees and other parties associated with the Company (collectively, the “Participants”), as contemplated set forth in the Final Prospectus (as defined belowherein) under the heading “Underwriting” (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)Directed Share Program”). The Class A Common Stock and Firm Securities to be sold by the Public Warrants included in Designated Underwriter pursuant to the Units Directed Share Program (the “Directed ADSs”) will not trade separately until be sold by the 52nd day following Designated Underwriter pursuant to this Agreement at the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading)initial public offering price, subject to (a) the Company’s preparation terms of an audited balance sheet reflecting this Agreement, the receipt by the Company applicable rules, regulations and interpretations of the proceeds of the OfferingFinancial Industry Regulatory Authority, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission Inc. (the “CommissionFINRA”) on a Current Report on Form 8-K or similar form and all other applicable laws, rules and regulations. Any Directed ADSs not subscribed for by the Company that includes such audited balance sheet (end of the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants business day on which this Agreement is executed will be issued upon separation of offered to the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment public by the Underwriters as described set forth in the Final Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IIXenon Pharmaceuticals Inc., a Delaware corporation continued under the federal laws of Canada (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) (i) an aggregate of 22,500,000 units 8,461,542 common shares in the capital of the Company (the “UnitsShares”) and (ii) pre-funded warrants of the Company to purchase an aggregate of 769,230 Shares (the “Pre-Funded Warrants”). The 22,500,000 Units 8,461,542 Shares to be sold by the Company are called the “Firm Shares” and together with the Pre-Funded Warrants are referred to herein as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 1,384,615 Shares as provided in Section 2. The additional 3,375,000 Units 1,384,615 Shares to be sold by the Company pursuant to such option are collectively called the “Optional SecuritiesShares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Shares” and together with the Pre-Funded Warrants are referred to herein as the “Offered Securities.” J▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”), ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), BofA Securities, Inc. (“BofA Securities”), ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated (“Stifel”) has and RBC Capital Markets, LLC have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Securities. To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, “Warrant Shares” means the term “Business Combination” (as described more fully in Shares issuable upon exercise of the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesPre-Funded Warrants.

Introductory. LF Capital HealthCor Catalio Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 15,000,000 units of the Company (the “Units”). The 22,500,000 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,250,000 Units as provided in Section 2. The additional 3,375,000 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half fourth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in comprising the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IIONSALE, Inc. a Delaware corporation (the “------------ "Company”"), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “"Underwriters”") an aggregate of 22,500,000 units 1,709,300 shares of its Common Stock, par value $0.001 per share (the "Common Stock"); and the stockholders of the Company named in Schedule B (collectively, the “Units”)"Selling Stockholders") ---------- severally propose to sell to the Underwriters an aggregate of 590,700 shares of Common Stock. The 22,500,000 Units 1,709,300 shares of Common Stock to be sold by the Company and the 590,700 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “"Firm SecuritiesCommon Shares.” " In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units 172,500 shares of Common Stock and certain of the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 172,500 shares of Common Stock, each such Selling Stockholder selling up to an amount set forth opposite such Selling Stockholder's name in Schedule B, all as provided in Section 2. The additional 3,375,000 Units 172,500 shares to be sold by the Company and the additional 172,500 shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “"Optional SecuritiesCommon Shares.” " The Firm Securities Common Shares and, if and to the extent such option is exercised, the Optional Securities Common Shares are collectively called the “Offered Securities"Common Shares.” J" NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities, Inc. ("▇▇▇▇▇▇▇▇▇▇ Securities"), BT Alex. ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC (“Jefferies”) has and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “Representative”"Representatives") in connection with the offering and sale of the Offered Securities for sale Common Shares. -------------- /1/ Plus an option to purchase from the public as contemplated in the Prospectus (as defined below) (the “Offering”)Company and certain Selling Stockholders up to 345,000 additional shares of Common Stock to cover over- allotments, if any. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, The Company and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share each of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet Selling Stockholders hereby confirm their respective agreements with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Acquisition Corp. IICM Life Sciences II Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (( “Class A Common Stock”), and one-half fifth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Revolution Healthcare Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 50,000,000 SAILSM (the “Underwriters”Stakeholder Aligned Initial Listing) an aggregate of 22,500,000 units securities of the Company (the “Units”). The 22,500,000 Units said SAILSM securities to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 7,500,000 additional SAILSM securities of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fifth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for at a price of $11.50 per share, subject to adjustment as described in the Prospectusadjustment, during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-five (5) year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; Liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock amalgamation, share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, dated March 17, 2021 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, dated March 17, 2021 (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and the Private Placement Warrants. The Company entered into Securities Subscription Agreements, dated January 11, 2021 (the “Securities Subscription Agreement”), with each of REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Health Assurance Economy Foundation, a Delaware nonprofit nonstock corporation (the “Foundation”), pursuant to which the Sponsor and the Foundation purchased an aggregate of 2,875,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), for an aggregate purchase price of $25,000 (including the shares of Class A Common Stock issuable upon conversion thereof (the “Conversion Shares”), the “Alignment Shares”). 356,250 and 18,750 of the Alignment Shares owned by the Sponsor and the Foundation, respectively, are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Alignment Shares are substantially similar to the shares of Class A Common Stock included in the SAILSM Securities except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Warrants Purchase Agreement, dated as of March 17, 2021 (the “Private Placement Warrants Purchase Agreement”), with the Sponsor and certain directors of the Company, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 11,333,333 warrants (or entitiesup to 12,333,333 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.50 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration and Stockholder Rights Agreement, dated March 17, 2021 (the “Registration Rights Agreement”), with the Sponsor, the Foundation and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants, the Conversion Shares and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement dated March 17, 2021 (the “Insider Letter”), by and among the Sponsor, the Foundation and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.9 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note for an aggregate amount of $300,000 to the Sponsor in substantially the form filed as Exhibit 10.6 to the Registration Statement (the “Promissory Note”) in exchange for the payment of the equivalent amount by the Sponsor to the Company. These monies have been used to cover expenses relating to the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the date of the closing of the Offering. The Company will enter into an Administrative Services Agreement, to be dated as of the Closing Date (the “Administrative Services Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Company will pay to the Sponsor, or an affiliate thereof, as determined by the Sponsor, an aggregate annual fee of $120,000 for certain administrative and support services.

Introductory. LF Capital Acquisition Corp. IISCVX Corp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 Underwriters 20,000,000 units of the Company (the “Units”). The 22,500,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,000,000 additional units of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21 to this agreement (this “Agreement”). Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Unitsunits, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share Ordinary Share at a price of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofexercised. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of [●], 2020, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.[3] to the Registration Statement (the “Trust Agreement”), pursuant to which proceeds from the sale of the Private Placement Warrants (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of [●], 2020, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.[4] to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated as of November 19, 2019 (the “Founder’s Purchase Agreement”), with SCVX USA LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which on November 22, 2019, the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”), 750,000 of which are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. On December 20, 2019, the Company entered into a Securities Assignment Agreement, pursuant to which the Company assigned an aggregate of 1,092,500 of its Founder Shares to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-Last, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, for an aggregate purchase price of $4,750.00. The Founder Shares are substantially similar to the Ordinary Shares included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, effective as of [●], 2020, with the Sponsor, in substantially the form filed as Exhibit 10.[6] to the Registration Statement (the “Warrant Subscription Agreement”), pursuant to which the Sponsor agreed to purchase an aggregate of 6,000,000 warrants (or entitiesup to 6,600,000 warrants depending on the extent to which the Underwriters’ over-allotment option is exercised), each entitling the holder to purchase one Ordinary Share (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of [●], 2020, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.[4] to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of [●], 2020, by and among the Sponsor and each of the Company’s officers, directors and director nominees, in the form filed as Exhibit 10.[2] to the Registration Statement (the “Insider Letter”). The Company has entered into an Administrative Services Agreement, dated as of [●], 2020, with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.[8] to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. LF Capital Acquisition Corp. IINational Storage Affiliates Trust, a Delaware corporation Maryland real estate investment trust (the “Company”), proposes, upon the terms confirms its agreement with each of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and subject to the conditions set forth in this agreement Citigroup Global Markets Inc. (this “AgreementCitigroup”), to issue and sell to the several underwriters listed on Schedule A hereto ) (the “Underwriters”) with respect to the sale (the “Forward Sale”) by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Citigroup as agent for Citibank, N.A. (each, a “Forward Seller” and, collectively, the “Forward Sellers”), acting severally and not jointly, of the respective numbers of an aggregate of 22,500,000 units 4,500,000 common shares of beneficial interest, par value $0.01 per share (the “Shares”) of the Company (the “Units”). The 22,500,000 Units to be sold by them as set forth opposite their respective names under the column “Number of Forward Firm Shares to be Sold” appearing in the second table in Schedule A (the “Forward Firm Shares”) and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Forward Firm Shares to be purchased by each one of them from the Forward Sellers set forth opposite the names of the respective Underwriters appearing in the first table in Schedule A. The Forward Firm Shares and any Company Top-Up Firm Shares (as defined below) are called collectively referred to as the “Firm SecuritiesShares.” In connection with the Forward Sale, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Citibank, N.A., in their capacity as forward purchasers party to Forward Sale Agreements (as defined herein) (each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”) have entered into letter agreements dated September 22, 2020 (the “Forward Sale Agreements”) with the Company, pursuant to which the Company has agreed to initially sell, and each Forward Purchaser has agreed to initially purchase, the number of Shares set forth opposite such Forward Purchaser’s name under the heading “Initial Number of Confirmation Shares to be Purchased” in Schedule A, subject to the terms and conditions of the Forward Sale Agreements, including the Company’s right to elect Cash Settlement or Net Share Settlement (each as defined in the Forward Sale Agreements). In addition, the Company has Forward Sellers have granted to the Underwriters an option to purchase up all or any part of an aggregate of 675,000 Shares (the “Forward Optional Shares”) if and to an additional 3,375,000 Units the extent that the Representatives (as provided in defined below) shall have determined to exercise, on behalf of the Underwriters, the right to purchase all or any part of such Forward Optional Shares pursuant to Section 22 hereof. The additional 3,375,000 Units to be sold by the Forward Optional Shares and any Company pursuant to such option Top-Up Optional Shares (as defined below) are collectively called the “Optional SecuritiesShares.” The Company Top-Up Firm Shares and the Company Top-Up Optional Shares are hereinafter collectively referred to as the “Company Shares.” The Forward Firm Shares and the Forward Optional Shares are herein referred to collectively as the “Forward Shares.” The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered SecuritiesShares.” JThe Shares that the Company is or may be required to deliver in settlement of the Forward Sale Agreements are hereinafter sometimes called the “Confirmation Shares.” This Agreement and the Forward Sale Agreements are hereinafter collectively referred to as the “Transaction Documents.” ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC (“Jefferies”) has and Citigroup have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters listed on Schedule A heretoA, the term “RepresentativeRepresentatives” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockIf any entity that is acting as a Forward Seller is also acting as a Forward Purchaser, par value $0.0001 per share then references to such Forward Seller's affiliated Forward Purchaser (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”)similar references) shall mean such entity acting in its capacity as Forward Purchaser. The Class A Common Stock Company has prepared and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet filed with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report shelf registration statement on Form 8S-3, File No. 333-K or similar form by the Company that includes such audited balance sheet 223654, including a base prospectus (the “Closing Form 8-KBase Prospectus”), ) to be used in connection with the public offering and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation sale of the UnitsOffered Shares. Such registration statement, as amended, including the financial statements, exhibits and only whole Public Warrants will trade. Each whole Public Warrant entitles its holderschedules thereto, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully form in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.which it became effective under the

Introductory. LF Capital ▇▇▇▇▇▇▇ Acquisition Corp. Company II, a Delaware corporation Cayman Islands exempted company (the “Company”), proposesproposes to sell, upon pursuant to the terms and subject to of this Underwriting Agreement (the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters,” and each an “Underwriter”) ), an aggregate of 22,500,000 20,000,000 units of the Company (the “Firm Units”)) at a purchase price (net of discounts and commissions) of $9.80 per Firm Unit. The 22,500,000 Firm Units are to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale offered initially to the public as contemplated in at the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresoffering price of $10.00 per Firm Unit. Each Firm Unit consists of one share of the Company’s Class A common stockordinary share, par value $0.0001 per share (“Class A Common StockOrdinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one right (collectively, the “Firm Rights”) to receive one-tenth of one Class A Ordinary Share at the closing of the Business Combination (as defined below). The Company also proposes to sell to the several Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 3,000,000 units (the “Optional Units”), and one-half each unit consisting of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (collectively, the “Public Warrant(s)Optional Shares”) and one right as described above (collectively, the “Optional Rights”). The Class A Common Stock Firm Units and the Optional Units are hereinafter sometimes collectively referred to as the “Public Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Rights and the Optional Rights as the “Public Rights.” ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the several Underwriters and in such capacity are hereinafter referred to as the “Representative.” The several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Prospectus (as defined below). The Public Shares and the Public Warrants Rights included in the Firm Units and any Optional Units will not trade be separately tradable until the 52nd day following after the date of hereof unless the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs Representative inform the Company of its their decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such containing an audited balance sheet reflecting the Company’s receipt of gross proceeds from the initial public offering contemplated by this Agreement (the “Closing Form 8-KOffering”), ) and (c) the Company having issued issuing a press release announcing when such separate trading will begin. No Each Public Right entitles its holder to receive to receive one-tenth of (1/10) of one Class A Ordinary Share at the closing of the Business Combination ; provided that no fractional Public Warrants will Class A Ordinary Shares shall be issued upon separation in respect of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereofRights. As used herein, the term “Business Combination,” (as described more fully in the Registration Statement (as defined below)) , shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entitiesentities and involving the Company. In September 2024, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares, par value $0.0001 per share (the “Insider Shares”), to RJ Healthcare SPAC II, LLC a Georgia limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. The Insider Shares include an aggregate of up to 750,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 20.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering). Simultaneously with the Closing of the Offering, the Company will enter into certain Subscription Agreements for Private Units (the “Private Unit Subscription Agreements”) with the Sponsor and ▇▇▇▇ (collectively, the “Private Unit Subscribers”), substantially in the form filed as an exhibit to the Registration Statement. Pursuant to the Private Unit Subscription Agreements, the Private Unit Subscribers have agreed to purchase from the Company an aggregate of 750,000 units (or up to 840,000 units depending on the extent to which the Over-Allotment Option is exercised) (the “Private Units” and, together with the Public Units, the “Units”), each unit consisting of one Class A Ordinary Share (collectively, the “Private Shares” and, together with the Public Shares, the “Shares”) and one right to receive one-tenth of (1/10) of one Class A Ordinary Share (collectively, the “Private Rights” and, together with the Public Rights, the “Rights”). The Private Units, Private Shares and Private Rights are substantially similar to the Public Units, Public Shares and Public Rights, respectively, except to the extent contemplated in the General Disclosure Package (as defined below) and the Prospectus. The holders of the Private Shares affiliated with any Underwriter will not sell, transfer, assign, pledge or hypothecate any of the Private Shares for a period of 360 days pursuant to FINRA Conduct Rule 5110(e)(1) following the effective date of the Registration Statement to anyone other than (i) the Representative or an Underwriter or selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer. Additionally, pursuant to FINRA Conduct Rule 5110(e), the Private Shares will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 360 days immediately following the effective date of the Registration Statement. The certificates for the Private Shares shall contain legends to reflect the above FINRA and contractual transfer restrictions. The holders of the Private Shares shall have registration rights as provided for in the Registration Rights Agreement (as defined below) which will be in compliance with FINRA Rule 5110(g). The Company has entered into an Investment Management Trust Agreement, dated as of the date hereof, with Continental Stock Transfer & Trust Company (“CST”), as trustee, substantially in the form filed as an exhibit to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Units and a portion of the proceeds from the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Public Units. The Company has entered into a Rights Agreement, dated as of the date hereof, with respect to the Rights with CST, as rights agent, substantially in the form filed as an exhibit to the Registration Statement (the “Rights Agreement”), pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption and conversion of the Rights. The Company has entered into a Registration Rights Agreement, dated as of the date hereof, with the holders of the Insider Shares and the Private Unit Subscribers (the “Registration Rights Agreement”), substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of, among other securities, the Insider Shares, the Private Units and the securities underlying the Private Units. The Company has entered into letter agreements (the “Insider Letters”), dated as of the date hereof, with the Company’s initial shareholders, officers and directors, substantially in the form filed as an exhibit to the Registration Statement, pursuant to which the initial shareholders, officers and directors agree to certain actions described in the Prospectus. The Company and the Representative have entered into a separate business combination marketing agreement (the “Business Combination Marketing Agreement”), dated as of the date hereof, substantially in the form filed as an exhibit to the Registration Statement.

Introductory. LF Capital Acquisition Corp. IIICOP Digital, Inc., a Delaware Colorado corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters listed on Schedule A hereto ▇▇▇▇▇▇▇ Investment Company, Inc. (the “UnderwritersUnderwriter”) (i) an aggregate of 22,500,000 units 600,000 (the “Firm Units”) issued by the Company. Each Unit will consist of twelve shares (the “Shares”) of common stock, no par value, of the Company (“Common Stock) and twelve six-month non-callable Class B warrants (the “UnitsClass B Warrants”). The 22,500,000 Units Class B Warrants are to be sold issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company are called and Computershare Trust Company, N.A., as stock transfer and warrant agent (the “Firm Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $ [110% of the closing price of the Company’s Common Stock on the effective date], subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Class B Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Class B Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional 3,375,000 90,000 Units [15% of the total number of Firm Units] (the “Option Units”) as provided in Section 2. The additional 3,375,000 Unless specified to the contrary, all references herein to “Units” shall be deemed to include the Firm Units and the Option Units (to the extent the aforementioned option has been exercised) and all references herein to Shares, Class B Warrants and Warrant Shares shall be sold by deemed to include the Company pursuant Shares, Class B Warrants and Warrant Shares underlying the Option Units (to such the extent the aforementioned option are collectively called the “Optional Securities.” The has been exercised). Firm Securities Units and, if and to the extent such option is exercised, the Optional Securities Option Units are collectively called referred to herein as the “Offered SecuritiesUnits.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as As the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs you have advised the Company of its decision to allow earlier separate trading), subject to that: (a) that you are authorized to enter into this Agreement as the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, Underwriter; and (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation you are willing to purchase all of the Firm Units, . In consideration of the mutual agreements contained herein and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described the interests of the parties in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital EQ Health Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 19,130,400 units of the Company (the “Units”). The 22,500,000 19,130,400 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,869,560 Units as provided in Section 2. The additional 3,375,000 2,869,560 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Athlon Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 24,000,000 units of the Company (the “Units”). The 22,500,000 24,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,600,000 Units as provided in Section 2. The additional 3,375,000 3,600,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ Jefferies LLC (“Jefferies” ,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Genesis Park Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 22 hereof. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with involving the Company and one or more businesses or entitiesbusinesses.

Introductory. LF Capital CBRE Acquisition Corp. IIHoldings, Inc., a Delaware corporation (the “Company”), proposesagrees with the several underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 35,000,000 SAILSM (the “Underwriters”Stakeholder Aligned Initial Listing) an aggregate of 22,500,000 units securities of the Company (the “Units”). The 22,500,000 Units said SAILSM securities to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 5,250,000 additional SAILSM securities of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). Each Unit SAILSM security (each, a “SAILSM Security” and, together, the “SAILSM Securities”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half fourth of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day (day), unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the UnitsSAILSM Securities, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Introductory. LF Capital Acquisition Corp. IIForum Merger III Corporation, a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 25,000,000 units of the Company (the “Public Units”). The 22,500,000 25,000,000 Public Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,750,000 Public Units as provided in Section 2. The additional 3,375,000 3,750,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the CompanyLiquidation (as defined below); provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Siddhi Acquisition Corp. IICorp, a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to you and, as applicable, to the several underwriters listed on named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) an aggregate of 22,500,000 are acting as representative, 20,000,000 units of the Company (the “Units”). The 22,500,000 Units ) of the Company (said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition, the ”). The Company has granted also proposes to grant to the Underwriters an option to purchase up to an 3,000,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments, if any (the “Optional Securities.” ”), as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent that there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of this agreement (this “Agreement”). Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (the “Class A Common StockOrdinary Shares”), and one-half one right to receive one tenth (1/10) of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)Rights”) upon consummation of an initial Business Combination (as defined below). The Class A Common Stock Ordinary Shares and the Public Warrants Rights included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day day) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants Ordinary Shares will be issued upon separation conversion of the Units, and only whole Public Warrants any rights. Fractional Ordinary Shares will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant either be rounded down to the Warrant Agreement (as defined below), only a nearest whole warrant may be exercised at any given time by a holder thereofshare or otherwise addressed in accordance with the applicable provisions of Cayman Islands law. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (the “Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which proceeds from the sale of the Private Placement Units (as defined below) and proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company will enter into a Rights Agreement, effective as of the Closing Date (the “Rights Agreement”), dated as of the date hereof, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as rights agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Rights, Private Placement Rights and any other rights that may be issued by the Company. The Company has entered into a securities subscription agreement, dated July 15, 2024 (the “Original Securities Subscription Agreement”), with Siddhi Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), in substantially the form filed as Exhibit 10.7 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company, for an aggregate purchase price of $25,000 (including the Ordinary Shares issuable upon conversion thereof, the “Founder Shares”). On October 7, 2024, the Original Securities Subscription Agreement was amended (the “Amendment No. 1 to the Original Securities Subscription Agreement” and, together with the Original Securities Subscription Agreement, the “Securities Subscription Agreement”), and the Company, through a share capitalization, issued to the Sponsor an additional 1,437,500 Class B ordinary shares, as a result of which the Sponsor has purchased and holds an aggregate of 7,187,500 Class B ordinary shares. Subsequently, on February 10, 2025, the Sponsor surrendered for no consideration 1,437,500 Class B ordinary shares such that, in the aggregate, the Sponsor owns 5,750,000 Class B ordinary shares, up to 750,000 of which are subject to forfeiture to the extent the Underwriters do not exercise their over-allotment option. The Founder Shares are substantially similar to the Ordinary Shares included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Private Placement Units Purchase Agreement, effective as of the date hereof (the “Private Placement Units Purchase Agreement”), with the Sponsor in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 300,000 private placement units (or entities315,000 private placement units if the Underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, for an aggregate purchase price of $3,000,000 (or $3,150,000 if the Underwriter’s over-allotment option is exercised) (“Private Placement Units”). Underlying each Private Placement Unit is one Ordinary Share (each, a “Private Placement Share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Ordinary Share (each, a “Private Placement Right”) upon the consummation of an initial Business Combination. The Company has entered into a Registration Rights Agreement, dated the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Founder Shares, the Private Placement Units, the Private Placement Rights, the Private Placement Shares (and any Ordinary Shares issuable upon the conversion of the Founder Shares and exercise of the Private Placement Units or the Private Placement Rights) upon the consummation of an initial Business Combination, and certain securities that may be issued upon conversion of certain working capital loans, if any. The Company has entered into an Administrative Services Agreement, dated as of the date hereof, with the Sponsor, in substantially the form filed as Exhibit 10.9 to the Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will, subject to the terms of the Administrative Services Agreement, pay to an affiliate of the Sponsor an aggregate monthly fee of $15,000 for technology, software, computer, systems, administrative support, secretarial services and infrastructure fees. The Company, the Sponsor and each of the Company’s officers, directors and director nominees will cause to be duly executed and delivered a letter agreement, effective as of the Closing Date (the “Letter Agreement”), in substantially the form filed as Exhibit 10.1 to the Registration Statement.

Introductory. LF Capital Genesis Park Acquisition Corp. IICorp., a Delaware corporation Cayman Islands exempted company (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 15,000,000 units of the Company (the “Units”). The 22,500,000 15,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 2,250,000 Units as provided in Section 22 hereof. The additional 3,375,000 2,250,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stockordinary shares, par value $0.0001 per share (“Class A Common StockOrdinary Shares”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock Ordinary Share (the “Public Warrant(s)”). The Class A Common Stock Ordinary Shares and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock Ordinary Share for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock share exchange, asset acquisition, stock share purchase, reorganization or similar business combination with involving the Company and one or more businesses or entities.businesses. The Company has prepared and filed with the Commission a registration statement on Form S-1, File No. 333-249066 which contains a form of prospectus to be used in connection with the Offering and sale of the Offered Securities. Such registration statement, as amended, including the financial statements,

Introductory. LF Capital Acquisition Corp. IINortel Networks Corporation, a Delaware Canadian corporation (the “Company”"COMPANY"), proposes, upon subject to the terms and subject to the conditions set forth in this agreement (this “Agreement”)stated herein, to issue and sell to the several underwriters listed on Underwriters named in Schedule A hereto (collectively, the “Underwriters”"UNDERWRITERS") 25,000 of its prepaid forward purchase contracts (the "PURCHASE CONTRACTS") (the "FIRM SECURITIES") and, at the election of Credit Suisse First Boston Corporation ("CSFBC"), J.P. Morgan Securities Inc. and Salomon Smith Barney Inc. (together w▇▇▇ ▇▇▇▇▇, the "REPRESENTATIVES"), ▇▇▇▇ ▇▇ ▇▇e Underwriters an aggregate of 22,500,000 units up to an additional 3,750 Purchase Contracts (the "OPTIONAL SECURITIES") (the Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the "OFFERED SECURITIES"). Each Purchase Contract shall entitle the holder to receive from the Company on August 15, 2005 a number of common shares (the "ISSUABLE COMMON SHARES"), no par value, of the Company (the “Units”). The 22,500,000 Units "COMMON SHARES") equal to the applicable Settlement Rate as set forth in the Purchase Contract and Unit Agreement to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units dated as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus First Closing Date (as defined below) (the “Offering”). To "PURCHASE CONTRACT AGREEMENT") between the extent there are no additional underwriters listed on Schedule A heretoCompany, the term “Representative” as used herein shall mean youComputershare Trust Company of Canada, as UnderwriterPurchase Contract Agent (the "PURCHASE CONTRACT AGENT") and as transfer agent and registrar, and the term “Underwriters” shall mean either holders of Equity Units and Purchase Contracts from time to time (the singular or the plural, as the context requires"HOLDERS"). Each Unit consists Purchase Contract shall be one component of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock an equity unit (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to "EQUITY Unit") evidencing (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, one Purchase Contract and (b) ownership of specified zero-coupon U.S. treasury securities that mature on a semi-annual basis from February 15, 2003 through August 15, 2005 (together with that holder's pro rata portion of zero-coupon U.S. treasury securities that mature on August 15, 2002) (the filing "TREASURY STRIPS"), each having a principal amount of U.S.$1,000, which Treasury Strips shall be acquired by CSFBC as contemplated by the Company Purchase Contract Agreement and delivered to the Custodian on behalf of such audited balance sheet the Holders to be received and held in accordance with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Custodial Agreement (each as defined below). The Treasury Strips will be held by Citibank N.A., only as Custodian (the "CUSTODIAN"), for the holders of the Equity Units, pursuant to a whole warrant may custodial agreement to be exercised at any given time by a holder thereof. As used hereindated as of the First Closing Date between the Purchase Contract Agent, the term “Business Combination” Custodian and the holders of Equity Units from time to time (the "CUSTODIAL AGREEMENT"). The Company hereby agrees with the several Underwriters as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Acquisition Corp. Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 25,000,000 units of the Company (the “Units”). The 22,500,000 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,750,000 Units as provided in Section 2. The additional 3,375,000 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as UnderwriterUnderwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half third of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (as defined below) (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IIThe Quantum Group, Inc., a Delaware Nevada corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), ) proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) (i) an aggregate of 22,500,000 units 1,500,000 Units (the “Firm Units”) issued by the Company. Each Unit will consist of two shares (the “Shares”) of common stock, $0.001 par value, of the Company (“Common Stock), two seven-year non-redeemable Class A warrant (the “UnitsClass A Warrants”) and two seven- year non-redeemable Class B warrant (the “Class B Warrants,” and together with the Class A Warrants, the “Warrants”). The 22,500,000 Warrants are to be issued under the terms of a Warrant Agreement (the “Warrant Agreement”) by and between the Company and Fidelity Transfer Company, as warrant agent (the “Warrant Agent”), in each case substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). Each Class A Warrant entitles the holder thereof to purchase one share of Common Stock at a price equal to $7.00, subject to adjustment under the terms of the Warrant Agreement. Each Class B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $11.00, subject to adjustment under the terms of the Warrant Agreement. Shares of Common Stock issued upon exercise of the Warrants are referred to herein collectively as the “Warrant Shares.” The Shares, Warrants and Warrant Shares are sometimes referred to herein as the “Underlying Securities.” The respective number of the Firm Units to be sold so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company are called the “Firm Securities.” In addition, the Company has granted also proposes to grant to the Underwriters Representative an option to purchase up to an 225,000 additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called (the “Optional Securities.Option Units”), identical to the Firm Units, as set forth below. Unless specified to the contrary, all references herein to “Units” The shall be deemed to include the Firm Securities and, if Units and the Option Units (to the extent such the aforementioned option is has been exercised) and all references herein to Shares, Warrants and Warrant Shares shall be deemed to include the Optional Securities Shares, Warrants and Warrant Shares underlying the Option Units (to the extent the aforementioned option has been exercised). As the Representative, you have advised the Company that: (a) that you are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed authorized to act enter into this Agreement for yourself as the representative Representative and on behalf of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, Underwriters; and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities several Underwriters are willing, acting severally and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercisenot jointly, to purchase one share the numbers of Class A Common Stock for $11.50 per share, subject to adjustment as described Firm Units set forth opposite their respective names in Schedule I. In consideration of the mutual agreements contained herein and of the interests of the parties in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used hereintransactions contemplated hereby, the term “Business Combination” (parties hereto agree as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Athlon Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 20,000,000 units of the Company (the “Units”). The 22,500,000 20,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 3,000,000 Units as provided in Section 2. The additional 3,375,000 3,000,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies” ,” “you” or “your”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, Units and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation of the Companyliquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant Public Warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. IICM Life Sciences, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters listed on named in Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 38,500,000 units of the Company (the “Units”). The 22,500,000 38,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 5,775,000 Units as provided in Section 2. The additional 3,375,000 5,775,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative a Representative of the several Underwriters (together in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A heretoA, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (( “Class A Common Stock”), and one-half third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesbusinesses.

Introductory. LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), proposes, upon Subject to the terms and subject to conditions contained herein, the conditions set forth in this agreement (this “Agreement”), Company proposes to issue and sell to the several underwriters listed on Schedule A hereto Underwriters 1,200,000 units (the “Underwriters”"Units") an aggregate comprised of 22,500,000 units 1,200,000 shares of the Company common stock (the “Units”"Common Stock") and 1,200,000 redeemable warrants (the "Warrants"). The 22,500,000 Units Common Stock and Warrants shall be immediately separately transferrable and the units shall not be listed for trading on the Nasdaq SmallCap Market. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall be sold by deemed to include where appropriate, the Company are called the “Firm Securities.” Units. In addition, solely for the purpose of covering over-allotments, the Company has granted grants to the Underwriters an Representative the option to purchase up to an additional 3,375,000 Units 180,000 shares of Common Stock and/or 180,000 Warrants (the "Additional Securities"), which option to purchase shall be exercisable, in whole or in part, from time to time during the forty-five (45) day period commencing on the date on which the Registration Statement (as provided in Section 2. The additional 3,375,000 Units to be sold hereinafter defined) is initially declared effective (the "Effective Date") by the Company pursuant Securities and Exchange Commission (the "Commission"). Unless otherwise noted, the Common Stock, together with the additional 180,000 shares of Common Stock issuable on exercise of the over-allotment option, is referred to such hereinafter as the "Common Stock" and the Warrants and the 180,000 Warrants issuable on exercise of the over-allotment option are collectively called the “Optional Securities.” The Firm Securities and, if and referred to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act hereinafter as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires"Warrants". Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling Warrant will entitle the holder to purchase one share of Class A Common Stock (a "Warrant Share") at a price equal to $ during the “Public Warrant(s)”)thirty-six (36) month exercise period of the Warrants, subject to the Company's right of redemption. The Class A Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.05 per Warrant provided the 2 closing bid price for the Company's Common Stock and is at least 150% of the Public Warrants included in exercise price of the Units will not trade separately until Warrant during each day of the 52nd twenty (20) trading day following period ending five days preceding the date of the Prospectus or, if such date is not written notice. The terms and provisions of the Warrants shall be governed by a business day, the following business day (unless Jefferies informs warrant agreement between the Company of and its decision to allow earlier separate tradingtransfer agent (the "Warrant Agreement"), subject which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingRepresentative. The Common Stock, (b) the filing by the Company of such audited balance sheet with the U.S. Warrants and Additional Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as are more fully described in the ProspectusProspectus referred to below. All references to the Company below shall be deemed to include, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of where appropriate, the Company; provided's subsidiaries, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entitiesif any.

Introductory. LF Capital Acquisition Corp. IIEurand N.V., a Delaware corporation public company with limited liability organized under the laws of the Netherlands (the “Company”), proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), proposes to issue and sell to the several underwriters listed on named in Schedule A hereto (each an “Underwriter”, and, collectively, the “Underwriters”) an aggregate of 22,500,000 units [2,000,000] ordinary shares of the Company (“Common Stock”), par value €0.01 per share (the “UnitsCompany Shares”). The 22,500,000 Units to be sold by In addition, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Executive Officer of the Company are called (“Selling Stockholder A”), and Warburg, ▇▇▇▇▇▇ Equity Partners, L.P., Warburg, ▇▇▇▇▇▇ Ventures International, L.P., Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners I C.V. and Warburg, ▇▇▇▇▇▇ Netherlands Equity Partners III C.V. (collectively, “Selling Stockholders B” and, together with Selling Stockholder A, the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of [6,500,000] shares of Common Stock (such aggregate shares together with the Company Shares, the “Firm Securities.” Shares”), each Selling Stockholder selling in the amount set forth opposite such Selling Stockholder’s name in Schedule B. In addition, the Company has Selling Stockholders have granted to the Underwriters an option to purchase up to an additional 3,375,000 Units [1,275,000] ordinary shares (the “Optional Shares”), as provided in Section 2. The additional 3,375,000 Units , with each Selling Stockholder selling up to be sold by the Company pursuant to amount set forth opposite such option are collectively called the “Optional Securities.” Selling Stockholder’s name in Schedule B. The Firm Securities Shares and, if and to the extent such option is exercised, the Optional Securities Shares are collectively called the “Offered Securities.” J▇Shares”. Deutsche Bank Securities Inc. (“DB”) and ▇▇▇▇▇▇▇ LLC Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“JefferiesML”) has have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”)Shares. To the extent there are no additional underwriters Underwriters listed on Schedule A heretoother than you, the term “Representative” terms Representatives and Underwriters as used herein shall mean you, as Underwriter, Underwriters. The terms Representatives and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. Each Unit consists of one share The Company and each of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet Selling Stockholders hereby confirm their agreements with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”), and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment Underwriters as described in the Prospectus, during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Acquisition Corp. IISpirit AeroSystems Holdings, Inc., a Delaware corporation (the “Company”), proposesproposes to issue and sell 10,416,667 shares of its Class A Common Stock, upon par value $0.01 per share (“Securities”) and the terms and subject Stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of 41,666,667 outstanding shares of the conditions set forth in this agreement Securities (this such shares of Securities being hereinafter referred to as the “AgreementFirm Securities”), . The Selling Stockholders also propose to issue and sell to the several underwriters listed on Schedule A hereto (Underwriters, at the “option of the Underwriters”) , an aggregate of 22,500,000 units of the Company not more than 7,812,500 additional shares (the “Units”). The 22,500,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” ”) of their Securities as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J”. As part of the offering contemplated by this Agreement, M▇▇▇▇▇ S▇▇▇▇▇▇ LLC & Co. Incorporated (the “JefferiesDesignated Underwriter”) has agreed to act as the representative reserve out of the several Underwriters (in such capacityFirm Securities purchased by it under this Agreement, the “Representative”) in connection with the offering of the Offered Securities up to 2,604,167 shares, for sale to the public Company’s directors, officers and employees in the United States and other parties associated with the Company (collectively, “Participants”), as contemplated set forth in the Prospectus (as defined belowherein) under the heading “Underwriting” (the “Offering”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)Directed Share Program”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies informs the Company of its decision Firm Securities to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt be sold by the Company of Designated Underwriter pursuant to the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission Directed Share Program (the “CommissionDirected Shares”) on a Current Report on Form 8-K or similar form will be sold by the Company that includes such audited balance sheet (Designated Underwriter pursuant to this Agreement at the “Closing Form 8-K”), and (c) public offering price. Any Directed Shares not subscribed for by the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants end of the business day on which this Agreement is executed will be issued upon separation of offered to the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment public by the Underwriters as described set forth in the Prospectus, during . The Company and the period commencing 30 days after Selling Stockholders hereby agree with the completion of an initial Business Combination several Underwriters named in Schedule B hereto (“Underwriters”) as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Company; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.follows:

Introductory. LF Capital Osprey Energy Acquisition Corp. IICorp., a Delaware corporation (the “Company”), proposesagrees with the several Underwriters named in Schedule I hereto (collectively, upon the terms and subject to the conditions set forth in this agreement (this “AgreementUnderwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several underwriters listed on Schedule A hereto (the “Underwriters”) an aggregate of 22,500,000 Underwriters 25,000,000 units of the Company (the “Units”). The 22,500,000 Units said units to be issued and sold by the Company are being hereinafter called the “Firm Securities.” In addition”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,750,000 additional units of the Company has granted to the Underwriters an option to purchase up to an additional 3,375,000 Units as provided in Section 2. The additional 3,375,000 Units to be sold by the Company pursuant to such option are collectively called cover over-allotments (the “Optional Securities.” ”) as set forth below. The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are herein collectively called the “Offered Securities.” J▇▇▇▇▇▇▇▇ LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered Securities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters Underwriters listed on Schedule A heretoI other than you, the term “Representative” Representative as used herein shall mean you, as Underwriter, and the term “Underwriters” Underwriter shall mean either the singular or the plural, plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 18 hereof. Each Unit unit (the “Unit(s)”) consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitling entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus or, if such date is not a business day, the following business day (unless Jefferies the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the OfferingOffering (as defined below), (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet (the “Closing Form 8-K”)sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Public Warrants will be issued upon separation of the Units, and only whole Public Warrants will trade. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, share during the period commencing 30 on the later of thirty (30) days after the completion of an the Company’s initial Business Combination (as defined below) or twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation of the Companyredemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a fractional Warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)Statement) shall mean a merger, capital stock share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into an Investment Management Trust Agreement, effective as of July 20, 2017, with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a Warrant Agreement, effective as of July 20, 2017, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants. The Company has sold to Osprey Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 7,187,500 shares of Class B common stock, par value $0.0001 per share, of the Company (including the Class A Common Stock issuable upon conversion thereof, the “Founder Shares”), for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the Class A Common Stock included in the Units except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, effective as of July 20, 2017 (the “Warrant Subscription Agreement”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 7,000,000 warrants (or entitiesup to 7,750,000 warrants if the over-allotment option is exercised in full), each entitling the holder to purchase one share of Class A Common Stock (the “Private Placement Warrants”), for $1.00 per Private Placement Warrant. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Registration Rights Agreement, dated as of July 20, 2017, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Registration Rights Agreement”), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Class A Common Stock underlying the Founder Shares and the Private Placement Warrants and the warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of working capital loans. The Company has caused to be duly executed and delivered a letter agreement, dated as of July 20, 2017, by and among the Sponsor and each of the Company’s officers, directors, and director nominees, in the form filed as Exhibit 10.4 to the Registration Statement (the “Insider Letter”).