13,500,000 Units1 LF Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
LF Capital Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 13,500,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,025,000 additional units to cover over-allotments, if any (the “Option Securities”), The Option Securities, and the Underwritten Securities, are hereinafter collectively called the “Securities”. To the extent there are no additional Underwriters listed on Schedule I other than one of you, the term Representatives as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain c
WARRANT AGREEMENT BETWEEN LF CAPITAL ACQUISITION CORP. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of June 19, 2018, is by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2018, by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Karen Wendel (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Private Placement Warrants Purchase Agreement, effective as of June 19, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Company”), and LEVEL FIELD CAPITAL, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 19, 2018, is made and entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the “Company”), Level Field Capital, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 19, 2018, by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Baudouin Prot (“Indemnitee”).
LF Capital Acquisition Corp. New York, NY 10022Underwriting Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among LF Capital Acquisition Corp., a Delaware corporation (the “Company”), B. Riley FBR, Inc. and Raymond James & Associates, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,525,000 of the Company’s units (including up to 2,025,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 19, 2018 by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LF CAPITALACQUISITION CORP.Administrative Support Agreement • June 25th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This letter agreement by and between LF Capital Acquisition Corp. (the “Company”) and Level Field Capital, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
