FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 16, 2021, by and between LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 16, 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”).
22,500,000 Units LF Capital Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
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.” Jefferies LLC (“Jefferies”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection w
SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 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 • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 16, 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 • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
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 • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Private Placement Warrant Purchase Agreement, dated as of November 16, 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”).
LF CAPITAL ACQUISITION CORP. II 1909 Woodall Rodgers Freeway, Suite 500 Dallas, TX 75201 November 16, 2021Letter Agreement • November 22nd, 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”):
WARRANT AGREEMENT BETWEEN LF CAPITAL ACQUISITION CORP. II AND CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 22nd, 2021 • LF Capital Acquisition Corp. II • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of November 16, 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”).
