FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of October 26, 2021 between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), Level Field Capital II, LLC, a Delaware limited liability company (the “Sponsor”) and (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), Level Field Capital II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” on the signature pages 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”).
Jefferies LLC as representative of the Underwriter(s) listed on Schedule A to the Underwriting Agreement (as defined below) New York, NY 10022Letter Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”) and Jefferies LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 25,875,000 of the Company’s units (including up to 3,375,000 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-half of one warrant. Each whole 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 registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (
PRIVATE PLACEMENT WARRANT PURCHASE AGREEMENTPrivate Placement Warrant Purchase Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Private Placement Warrant Purchase Agreement, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Jefferies LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LF CAPITAL ACQUISITION CORP. II 1909 Woodall Rodgers Freeway, Suite 500 Dallas, TX 75201 March___, 2021Letter Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This letter agreement, dated as of the date hereof (this “Agreement”), by and between LF Capital Acquisition Corp. II (the “Company”) and Level Field Capital II, LLC (“Sponsor”), will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Stock Market, LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
LF Capital Acquisition Corp. II 1909 Woodall Rodgers Freeway, Suite 500 Dallas, TX 75201LF Capital Acquisition Corp. II • October 28th, 2021 • Blank checks • Delaware
LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer Level Field Capital II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 100 shares of the Company’s common stock (the “Shares”), $0.0001 par value per share, which shall automatically split and be reclassified into 6,468,750 shares of the Company’s Class B common stock, $0.0001 par value per share (the “Class B Common Stock”) upon the effectiveness of the Certificate of Amendment to the Company’s Certificate of Incorporation attached hereto as Exhibit A (the “Amendment”), up to 843,750 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stoc
WARRANT AGREEMENT BETWEEN LF CAPITAL ACQUISITION CORP. II AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of [●], 2021, is by and between LF Capital Acquisition Corp. II, 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”).
AMENDMENT TO THE PROMISSORY NOTEPromissory Note • October 28th, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
THIS AMENDMENT TO THE PROMISSORY NOTE (this “Amendment”), made as of June 18, 2021, is made by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Maker”), and Level Field Capital II, LLC, a Delaware limited liability company (the “Payee”).
