WARRANT AGREEMENT between LF CAPITAL ACQUISITION CORP. anD CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of June ___, 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”).
13,500,000 Units LF Capital Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2018, by and between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June ___, 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”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June ___, 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of June [_], 2018 between LF Capital Acquisition Corp., a Delaware corporation (the “Company”), Level Field Capital, LLC, a Delaware limited liability company (the “Sponsor”), and [PURCHASER] (the “Purchaser”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This Private Placement Warrants Purchase Agreement, effective as of June 8, 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”).
LF Capital Acquisition Corp. 600 Madison Avenue New York, NY 10022Letter Agreement • June 13th, 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
LF Capital Acquisition Corp. New York, New York 10022LF Capital Acquisition Corp. • June 13th, 2018 • Blank checks • New York
LF Capital Acquisition Corp., a Delaware corporation (the “Company”), is pleased to accept the offer Level Field Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 4,312,500 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 562,500 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 stock, $0.0001 par value per share (the “ Class A Common Stock”). Pursuant to the Company’s certificate of incorporation (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and con
CHAIRMAN OF THE BOARD AGREEMENT BETWEEN LF Capital Acquisition Corp. - AND - DATED: January 1, 2018Board Agreement • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
For purposes of this Agreement, any limitations on BPC’s activities shall include the activities of Mr. Baudouin Prot personally. This Agreement supersedes and replaces in its entirety the agreement between LF Capital Acquisition Corp. and BPC dated September 1, 2017 (the “First Agreement”) and the agreement between LF Capital Acquisition Corp. and BPC dated September 10, 2017 (the “Second Agreement”), and the First Agreement and the Second Agreement are null and void.
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This AMENDMENT NO. 1 TO PROMISSORY NOTE (the “Amendment”), effective as of December 31, 2017 (the “Effective Date”), is by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Maker”), and LEVEL FIELD CAPITAL, LLC, a Delaware limited liability company (the “Payee”).
LF CAPITALACQUISITION CORP. 598 Madison Avenue New York, NY 10022 June ___, 2018LF Capital Acquisition Corp. • June 13th, 2018 • Blank checks • New York
This letter agreement by and between LF CapitalAcquisition 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”):
LF CAPITAL ACQUISITION CORP. AMENDMENT NO. 3 TO PROMISSORY NOTEPromissory Note • June 13th, 2018 • LF Capital Acquisition Corp. • Blank checks • New York
This AMENDMENT NO. 3 TO PROMISSORY NOTE (the “Amendment”), effective as of April 27, 2018 (the “Effective Date”), is by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Maker”), and LEVEL FIELD CAPITAL, LLC, a Delaware limited liability company (the “Payee”).
LF CAPITAL ACQUISITION CORP. AMENDMENT NO. 2 TO PROMISSORY NOTELF Capital Acquisition Corp. • June 13th, 2018 • Blank checks • New York
This AMENDMENT NO. 2 TO PROMISSORY NOTE (the “Amendment”), effective as of April 18, 2018 (the “Effective Date”), is by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Maker”), and LEVEL FIELD CAPITAL, LLC, a Delaware limited liability company (the “Payee”).
