Exhibit 10.11


 


Execution Version


 


THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE
TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 





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”).


 


RECITALS


 


WHEREAS, the Company was incorporated for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business
combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has submitted confidentially with
the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of units (the “Public Units”), at
a price of $10.00 per Public Unit, each Public Unit comprised 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 Class A Common Stock included in the Public Units, the “Public
Shares”), and one-half of one redeemable warrant, where each whole warrant is initially exercisable to purchase one share of
Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”, and the Warrants
included in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale of the Private
Placement Warrants (as defined below) in an aggregate amount equal to 102% of the aggregate gross proceeds from the IPO will be deposited
into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the
Registration Statement;


 


WHEREAS, following the closing of the IPO (the “IPO
Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the Sponsor and
the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, warrants which are identical
to the Public Warrants except with respect to the transfer restrictions and registration rights described in the Registration Statement
(the “Private Placement Warrants”), for a purchase price of $1.00 per Private Placement Warrant, subject to adjustment
as set forth in Schedule A;


 


WHEREAS, the parties wish to enter into this Agreement,
pursuant to which the Purchaser shall subscribe for and purchase (i) from the Sponsor, shares of Class B common stock, par value
$0.0001 per share, of the Company (“Class B Common Stock” and collectively with the shares of Class A Common Stock,
the “Common Stock”) at the Business Combination (“Founder Shares”) and (ii) from the Company,
Private Placement Warrants to be issued at the IPO Closing (together with the Founder Shares, the “Subscribed Securities”);


 






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WHEREAS, the Company and the Sponsor have entered into
or intend to concurrently with this Agreement enter into agreements (collectively, the “Subscription Agreements”) in
the form of this Agreement with certain affiliates of the Purchaser (together with the Purchaser, the “Subscribing Parties”)
for the purchase of Founder Shares and Private Placement Warrants set forth therein; and


 


WHEREAS, the Company, the Sponsor and the Subscribing
Parties intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant to Section 4(a)(1)
and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), respectively.


 


NOW, THEREFORE, in consideration of the premises, representations,
warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency
and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1. Sale and Purchase.


 


(a)           Securities.


 


(i)             Subject to the terms and conditions hereof,
the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company agrees to issue and sell to the
Purchaser, the number of Private Placement Warrants set forth on Schedule A hereto for the aggregate purchase price set forth
on Schedule A hereto (the “Initial Warrant Purchase Price”).


 


(ii)            On the Business Combination Closing (as
defined below), the Purchaser shall purchase from the Sponsor, and the Sponsor shall transfer and sell to the Purchaser, the number of
Founder Shares set forth on Schedule A hereto for the aggregate purchase price set forth on Schedule A hereto
(subject to adjustment as set forth in Section 2 below), by wire transfer of immediately available funds or other means approved
by the Sponsor. If the Business Combination Closing has not occurred by the date that is 15 months from the IPO Closing (or 18 months
from the IPO Closing if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business
combination within 15 months from the IPO Closing but has not completed its initial business combination within such 15 month period)
or any stockholder-approved extension period (including pursuant to an amendment of the Company’s certificate of incorporation or
in connection with any Extension Election (as defined in the Registration Statement)), then no purchase of Founder Shares shall occur
pursuant to this Section 1(a)(ii).


 


(iii)           The
Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account
of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer as set forth
in this Agreement.


 


(iv)          The Company shall notify the
Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”)
at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the Initial Warrant Purchase
Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available
funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date
as the Company and the Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered
and sold in the IPO is less than 20,000,000 or greater than 40,000,000, then the Purchaser shall not be obligated to remit the Initial
Warrant Purchase Price as set forth in this Section 1(a)(iv) and any of the Purchaser, the Company or the Sponsor may in its sole
discretion terminate this Agreement, and this Agreement shall then be of no further force or effect. As used herein, “Business
Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions
are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred
by the date that is seven (7) Business Days after the date on which the Purchaser remitted the Initial Warrant Purchase Price to
the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer
agent to return such amounts to the Purchaser. If the IPO Closing has not occurred by January 31, 2022, this Agreement shall terminate
and be of no further force or effect.


 






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(v)            In
the event that the underwriters’ over-allotment option in connection with the IPO (the “Over-allotment Option”)
is exercised, the Purchaser agrees to purchase additional Founder Shares as indicated on Schedule A at a price per share. The additional
Founder Shares shall be purchased on the date of the Business Combination Closing.


 


(vi)          On
the date of the IPO Closing, the Company shall issue to the Purchaser the number of Private Placement Warrants set forth on Schedule
A hereto.


 


(b)           Closing
Conditions. The Purchaser’s obligation to purchase the Subscribed Securities and the Sponsor’s and the Company’s
obligation to sell the Subscribed Securities to the Purchaser is conditioned upon satisfaction of the following conditions precedent (any
or all of which may be waived by each of the Company, the Sponsor and the Purchaser in its sole discretion with respect to the other parties’
conditions):


 


(i)                  
On the IPO Closing or the Business Combination Closing, as applicable, no legal, administrative or
regulatory action, suit or proceeding shall be pending which seeks to restrain or prohibit the transactions contemplated by this Agreement;



 


(ii)                
The representations and warranties of the Company and the Sponsor contained in this Agreement shall
have been true and correct on the date of this Agreement and shall be true and correct on the IPO Closing or the Business Combination
Closing, as applicable, as if made on the date of such closing (other than the representations and warranties set forth in Sections 4(b)
and 4(h) hereof, which shall be true and correct as of the IPO Closing); and 


 


(iii)               
The representations and warranties of the Purchaser contained in this Agreement shall have been true
and correct on the date of this Agreement and shall be true and correct on the IPO Closing and the Business Combination Closing, as applicable,
as if made on the date of such closing. 


 


(c)          Delivery of Securities.


 


(i)             The Company shall register the Purchaser
as the owner of the Subscribed Securities with the Company’s transfer agent by book entry upon the purchase thereof (provided that
prior to the Company’s appointment of a transfer agent it shall register the Purchaser as the owner of such securities in the Company’s
stock ledger upon the purchase thereof).


 


(ii)            Each register and book entry for the Securities
shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend
(in addition to any other required legends, as applicable), in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT
BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES
THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 






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(d)           Legend
Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible
to be sold without restriction under, and without the Company being in compliance with the current public information requirements of,
Rule 144 under the Securities Act, or if they are registered for resale under the Securities Act pursuant to a shelf registration
statement, then at the Purchaser’s written request, the Company will use commercially reasonable efforts to cause the Company’s
transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable
and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s
transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together
with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent
to issue such Securities without any such legend.


 


(e)           Registration Rights. On the Effective Date,
the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Sponsor,
the Subscribing Parties and certain other parties thereto, in substantially the form provided to the Purchaser prior to the date hereof.
The Registration Rights Agreement shall provide the Purchaser with registration rights with respect to the Subscribed Securities that
are no less favorable to the Purchaser than the registration rights of the Sponsor set forth therein.


 


 2.          Potential Forfeiture.The Purchaser agrees that
if, in connection with a Business Combination, the Sponsor decides (i) to forfeit, transfer to a third person, exchange, subject to transfer,
vesting or conditional forfeiture provisions or amend the terms of all or any portion of the Founder Shares and/or the Private Placement
Warrants (or the Sponsor’s membership interests representing an interest in any of the foregoing) or (ii) to enter into any other
arrangements with respect to the Founder Shares and/or the Private Placement Warrants (or the Sponsor’s membership interests representing
an interest in any of the foregoing), including voting in favor of any amendment to the terms of the Founder Shares and/or the Private
Placement Warrants (each, a “Change in Investment”), such Change in Investment shall apply pro rata to the Purchaser
and the Sponsor based on the relative number of Founder Shares and/or Private Placement Warrants to be held by each on the Business Combination
Closing; provided, however that in no event shall such Change in Investment apply to more than 25% of the Founder Shares to be purchased
by the Purchaser and/or 25% of the Private Placement Warrants held by the Purchaser. The Purchaser agrees to take all steps and execute
all such agreements as may be necessary or reasonably requested by the Sponsor to effectuate such Change in Investment on the same terms
as applicable to the Sponsor. By way of example and without limiting the foregoing, in the event the Sponsor agrees to (x) forfeit 10%
of its Private Placement Warrants and 10% of its Founder Shares as part of the Business Combination, the Purchaser also would be obligated
to forfeit 10% of its Private Placement Warrants and 10% of its Founder Shares, or (y) transfer 50% of its Private Placement Warrants
and 50% of its Founder Shares as part of the Business Combination, the Purchaser would only be obligated to transfer 25% of its Private
Placement Warrants and forfeit 25% of its Founder Shares because in no event shall a Change in Investment apply to more than 25% of the
Founder Shares to be purchased by the Purchaser and/or 25% of the Private Placement Warrants held by the Purchaser.


 


3.             Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)           Organization and Power. The Purchaser is
duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power
and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)           Authorization. The Purchaser has full power
and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and
legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting
enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.


 


(c)           Governmental Consents and Filings. No consent,
approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement,
except for filings pursuant to applicable securities laws, rules or regulations.


 






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(d)           Compliance with Other Instruments. The execution,
delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by
this Agreement will not result in any violation or default (i) under any provisions of its organizational documents, (ii) under
any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or
mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it
is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to
the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser’s ability to consummate
the transactions contemplated by this Agreement.


 


(e)           Purchase Entirely for Own Account. This Agreement
is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution
of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment
for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof
in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser
does not presently have any contract, undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer
or grant participations to such Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement,
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity or any government or any department or agency thereof.


 


(f)            Disclosure of Information. The Purchaser
has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering
of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g)           Restricted Securities. The Purchaser understands
that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities Act, by reason
of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature
of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that
the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these
laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities,
or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no
obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges
that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not
limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which
are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser
acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands
that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the
Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities
hereunder.


 


(h)           No Public Market. The Purchaser understands
that no public market now exists for the Securities, and that the Company has not made any assurances that a public market will ever exist
for the Securities.


 


(i)            High Degree of Risk. The Purchaser understands
that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser to lose all or part of its
investment.


 


(j)            Accredited
Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act.


 


(k)           No General Solicitation. Neither the Purchaser,
nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through
a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection
with the offer and sale of the Securities.


 






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(l)            Place of Investment Decision. The Purchaser’s
investment decision was made in the office or offices located at the address of the Purchaser set forth on the signature page hereof.


 


(m)          Adequacy of Financing. The Purchaser
will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.


 


(o)           No Other Representations and Warranties; Non-Reliance.
Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement
delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates
(the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or
warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Company and the Sponsor in Section 4 and Section
5 of this Agreement, respectively, and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically
disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf
of the Company or any of the Company’s affiliates (collectively, the “Company Parties”) or by the Sponsor, any
person on behalf of the Sponsor or any of the Sponsor’s affiliates (collectively, the “Sponsor Parties”) with
respect to the transactions contemplated hereby.


 


4.             Representations, Warranties and Covenants of the
Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)           Organization and Corporate Power. The Company
is incorporated and validly existing and in good standing as a corporation under the laws of Delaware and has all requisite corporate
power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)           Capitalization. The authorized share capital
of the Company consists, as of the date hereof, of:


 


(i)            100,000,000
shares of Class A Common Stock, none of which are issued and outstanding;


 


(ii)           10,000,000 shares of Class B Common Stock,
6,468,750 of which are issued and outstanding and held by the Sponsor. All of the outstanding shares of Class B Common Stock have been
duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.


 


(iii)          1,000,000 shares of preferred stock,
none of which are issued and outstanding.


 


(c)           Authorization. All corporate action required
to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into this Agreement,
and to issue the Subscribed Securities, has been taken on or prior to the date hereof. All action on the part of the stockholders, directors
and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company
under this Agreement, and the issuance and delivery of the Subscribed Securities has been taken on or prior to the date hereof. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against
the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally
or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 






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(d)           Valid Issuance of Private Placement Warrants.


 


(i)             The Private Placement Warrants, when issued,
sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully
paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof
and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities
laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in
this Agreement and subject to the filings described in Section 4(e) below, the Private Placement Warrants will
be issued in compliance with all applicable federal and state securities laws, rules and regulations.


 


(ii)            No “bad actor” disqualifying
event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable
to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event
as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect
to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the
first paragraph of Rule 506(d)(1).


 


(e)           IPO.
The offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance
with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 


(f)            Governmental Consents and Filings. Assuming
the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of
the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation
D of the Securities Act and applicable state securities laws, if any.


 


(g)           Compliance with Other Instruments. The execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in
any violation or default (i) under any provisions of the certificate of incorporation, bylaws or other governing documents of the
Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which the Company is a party or by which it is bound or (v) under any provision of federal or state statute,
rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on
the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(h)           Operations. As of the date hereof, the Company
has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and
activities in connection with offerings of the Securities.


 


(i)            Foreign Corrupt Practices. Neither the Company,
nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on
behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses
relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official
or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of
1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign
or domestic government official or employee.


 


(j)            Compliance with Anti-Money Laundering Laws.
The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering
statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 






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(k)           Absence of Litigation. There is no action,
suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body
pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors,
whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(l)            No General Solicitation. Neither the Company
nor any of its officers has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation
or (ii) published any advertisement in connection with the offer and sale of the Subscribed Securities.


 


(m)          Non-Public Information. The Company represents
and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated by this Agreement
will constitute material non-public information of the Company upon the effectiveness of the Registration Statement.


 


(n)           No Other Representations and Warranties; Non-Reliance.
Except for the specific representations and warranties contained in this Section 4 and in any certificate or agreement
delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation
or warranty with respect to the Company or the offering of Securities hereunder, and the Company Parties disclaim any such representation
or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of
this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are
relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 


5.             Representations,
Warranties and Covenants of the Sponsor. The Sponsor represents, warrants and covenants as follows:


 


(a)            Organization
and Power. The Sponsor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of its formation
and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)           Authorization.
The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor, will
constitute the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.


 


(c)           Encumbrances.
The Founder Shares to be sold to the Purchaser (i) are owned by the Sponsor free and clear of any security interests, liens, claims or
other encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state securities laws and as
described in the Registration Statement, (ii) are subject to certain transfer restrictions as set forth in the Registration Statement,
and (iii) will not subject the Purchaser to personal liability upon its acquisition of such Founder Shares by reason of being a holder
of such Founder Shares.


 


(d)           No Other
Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 5 and
in any certificate or agreement delivered pursuant hereto, none of the Sponsor Parties has made, makes or shall be deemed to make any
other express or implied representation or warranty with respect to the Sponsor or the offering of Securities hereunder, and the Sponsor
Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser
in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Sponsor Parties
specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.


 


(e)          Most Favored Nation.Except with respect
to the contemplated sale by the Sponsor of 20,000 Founder Shares to each of the Company’s independent directors and the contemplated
sale by the Company of certain Private Placement Warrants to each of Jefferies LLC and the Sponsor (each, as set forth in the Registration
Statement), none of the Sponsor, the Company or any of their affiliates will enter into any arrangement, agreement or understanding containing
terms relating to the subscription of the Founder Shares and/or the Private Placement Warrants that are more favorable to the counterparty
or offeree than the terms set forth in the Agreement.


 






    8 


     


    

 


6.             Additional Agreements and Acknowledgements of
the Purchaser.


 


(a)           Transfer Restrictions. The Purchaser agrees
that, except for Transfers (as defined below) to third parties required pursuant to Section 2 above, it shall not Transfer (i) any Founder
Shares or any shares of Class A Common Stock issuable upon conversion thereof until the earlier of (A) one year after the closing
of the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination
Closing on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all
of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property (such period,
the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Common Stock issuable upon exercise
of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent
to the Business Combination Closing, the last reported sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty
(30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Founder Shares
shall be released from the lockup referenced in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of
the Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of
such affiliates; (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a
trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable
organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in
the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection
with any forward purchase agreement or similar arrangement or in connection with the consummation of a Business Combination at prices
no greater than the price at which the applicable Securities were originally purchased; (vi) by virtue of the Purchaser’s organizational
documents upon liquidation or dissolution of the Purchaser; (vii) to the Company for no value for cancellation in connection with the
consummation of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion of the Business
Combination; (ix) in the event of the Company’s liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the Company’s public shareholders having the right to exchange their Class A Common Stock for cash, securities
or other property subsequent to the Company’s completion of the Business Combination; and (x) to the Purchaser’s affiliates,
to any investment fund or other entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the
Purchaser or an affiliate of any such investment manager or investment advisor or to any investment fund or other entity controlled or
managed by such persons (each of the foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses
(i) through (vi) and (x) these Permitted Transferees must enter into a written agreement agreeing to be bound by the terms of this
Agreement, including these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale
or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect
to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of
the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash
or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided
further, that this Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (as defined below) with securities
that do not constitute “Securities” under this Agreement.


 


(b)           Trust Account.


 


(i)             The Purchaser hereby acknowledges that
it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset
of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may
have in respect of any Public Shares held by it.


 






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(ii)            The Purchaser hereby agrees that it shall
have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in,
the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future,
except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event
the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation
rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 


(c)           No
Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short
Sales with respect to securities of the Company prior to the closing of the Business Combination. For purposes of this Section 6(c),
“Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business
as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a
total return basis). Notwithstanding anything to the contrary set forth herein, (i) nothing herein shall prohibit any entities under common
management or that share an investment advisor with the Purchaser that have no knowledge of this Agreement or of the Purchaser’s
participation in the transactions contemplated in this Agreement (including the Purchaser’s controlled affiliates and/or other affiliates)
from entering into any Short Sales and (ii) in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no knowledge of the investment decisions
made by the portfolio managers managing other portions of such Purchaser’s assets, this Section 6(c) shall only apply with respect
to the portion of assets managed by the portfolio manager that made the investment decision to purchase the amount of Subscribed Securities
pursuant to this Agreement. The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed
Securities may be pledged by the Purchaser in connection with a bona fide margin agreement, provided that such pledge shall be (i) pursuant
to an available exemption from the registration requirements of the Securities Act or (ii) pursuant to, and in accordance with, a registration
statement that is effective under the Securities Act at the time of such pledge, and the Purchaser effecting a pledge of Subscribed Securities
shall not be required to provide the Company with any notice thereof; provided, however, that neither the Company nor its counsel shall
be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender
of such margin agreement with an acknowledgment that the Subscribed Securities may be subject to contractual lock ups or prohibition on
pledging (including specifically, but not by limitation, an acknowledgment that the Founder Shares are subject to such lock-up periods
as are described in the Registration Statement), the form of such acknowledgment to be subject to review and comment by the Company in
all respects. Notwithstanding the foregoing, Subscriber shall not pledge the Subscribed Securities unless the terms of such pledge permit
or require that voting control over any such pledged Subscribed Securities remains within the sole control of Subscriber.


 


(d)           Use of Purchaser’s Name. Neither the
Company nor the Sponsor will, without the written consent of the Purchaser in each instance, use in advertising, publicity or otherwise
the name of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any trade name, trademark,
trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser or its affiliates or
any information relating to the business or operations of the Purchaser or its affiliates (including, for the avoidance of doubt, any
investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company may disclose (i) the Purchaser’s
name and information concerning the Purchaser (A) to the extent required by law, regulation or regulatory request, including in the
Registration Statement or (B) to the Company’s lawyers, independent accountants and to other advisors and service providers
who reasonably require the Purchaser’s information in connection with the provision of services to the Company, are advised of the
confidential nature of such information and are obligated to keep such information confidential, and (ii) the Purchaser’s name
and the terms of this Agreement to the other Subscription Parties. The Company and the Sponsor agree to provide to the Purchaser for the
Purchaser’s review any disclosure in any registration statement, proxy statement or other document in advance of the submission,
filing or disclosure of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser
or any of its affiliates, and will not make any such submission, filing or disclosure without including any revisions reasonably requested
in writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.


 






    10 


     


    

  


(e)           Stock Exchange Listing. The Company will
use commercially reasonable efforts to effect and maintain the listing of the Class A Common Stock and Warrants on The Nasdaq Global Market
(or another national securities exchange) until the third anniversary of the Business Combination Closing.


 


7.             General Provisions.


 


(a)                
Notices. All notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to
be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and
if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after
deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification
of receipt. All communications sent to the Company shall be sent to: LF Capital Acquisition Corp. II, 1909 Woodall Rodgers Freeway, Suite
500, Dallas, TX 75201, Attention: President, Chief Executive Officer, Email: sreed@lfcapital.com, with a copy to Dechert LLP, 1095 6th
Avenue, New York, NY 10036, Attention: Martin Nussbaum and Thomas Friedmann, Email: martin.nussbaum@dechert.com and
thomas.freidmann@dechert.com.


 


        All
communications to the Purchaser shall be sent to the Purchaser’s address as set forth on the signature page hereto, or to such
email address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 7(a).


 


(b)           No Finder’s Fees. Each party represents
that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees
to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability)
for which the Purchaser or any of its officers, employees or representatives are responsible. The Company agrees to indemnify and hold
harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising
out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or
any of its officers, employees or representatives is responsible.


 


(c)           Survival. All of the representations and
warranties contained herein, and the provisions of Section 2 hereof, shall survive the consummation of the transactions contemplated by
this Agreement.


 


(d)           Entire Agreement. This Agreement, together
with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


(e)           Successors. All of the terms, agreements,
covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable
by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any
party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f)            Assignments. Except as otherwise specifically
provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the other party.


 


(g)           Counterparts. This Agreement may be executed
in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.


 






    11 


     


    

 


(h)           Headings. The section headings contained
in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.


 


(i)            Governing Law. This Agreement, the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity)
shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect
to its choice of laws principles.


 


(j)             Jurisdiction. The parties hereby irrevocably
and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern
District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree
not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or
the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert, by way of motion,
as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought
in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
may not be enforced in or by such court.


 


(k)           WAIVER OF JURY TRIAL. THE PARTIES HERETO
HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


(l)            Amendments. This Agreement may not be amended,
modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.


 


(m)          Severability. The provisions of this Agreement
will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the
other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged
by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that
the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner
consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such
provision will then be enforceable and will be enforced.


 


(n)           Expenses. Each of the Company, the Sponsor
and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this
Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial
advisors, legal counsel and accountants, except that the Sponsor will be responsible for the Purchaser’s legal fees in an amount
up to $50,000 (less any such legal fees for which the Sponsor reimbursed the Purchaser prior to the date hereof). The Company shall be
responsible for the fees of its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
of the Securities and the securities issuable upon conversion or exercise of the Securities.


 


(o)           Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement
will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring
any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign
law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires
otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without
limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the
singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement
as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty,
and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant
contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject
matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the
fact that such party hereto is in breach of the first representation, warranty, or covenant.


 






    12 


     


    

 


(p)           Waiver. No waiver by any party hereto of
any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any
prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because
of any prior or subsequent occurrence.


 


(q)           Specific Performance. Each party hereto agrees
that irreparable damage may occur in the event any provision of this Agreement was not performed by the other party hereto in accordance
with the terms hereof and that the such party shall be entitled to specific performance of the terms hereof, in addition to any other
remedy at law or equity.


 


(r)            No Third-Party
Beneficiaries. This Agreement is for the sole benefit of the parties hereto (and their respective successors and permitted assigns)
and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.


 


(s)           Confidentiality.
Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions
of Section 6(d) hereof), unless and until the transactions contemplated hereby and the terms hereof are publicly announced
or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence
or terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates
and its and their respective directors, officers, employees, advisors, director or indirect owners, agents and representatives, in each
case so long as such person or entity has been advised of the confidentiality obligations hereunder; provided that the Purchaser shall
be liable for any breach of such confidentiality obligations by any such person or entity.


 


[Signature page follows]


 






    13 


     


    

 


IN WITNESS WHEREOF, the undersigned have executed
this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	LF CAPITAL ACQUISITION CORP. II
	 	 
	 	By:	 
	 	Name: 	Scott Reed
	 	Title: 	Chief Executive Officer
	 	 
	 	SPONSOR:
	 	 
	 	LEVEL FIELD CAPITAL II, LLC
	 	 
	 	By:	LEVEL FIELD PARTNERS II, LLC,
	 	 	its managing member
	 	 	 
	 	By:	LEVEL FIELD MANAGEMENT II, LLC,
	 	 	its managing member
	 	By:	 
	 	 	Name: Elias Farhat
	 	 	Title: Member
	 	 	 
	 	By:	 
	 	 	Name: Djemi Traboulsi
	 	 	Title: Member


 


[Signature Page to Subscription Agreement]


 






    


     


    

 





	 	PURCHASER:
	 	 
	 	By: 	BlackRock Financial Management Inc., in its capacity as investment
advisor
	 	 
	 	 
	 	Name: 	Christopher Biasotti
	 	Title: 	Authorized Signatory


  


	 	Purchaser’s Address for Notices:
	 	 
	 	
    c/o BlackRock Financial Management, Inc.

    55 East 52nd Street

    New York, NY 10055

    Attn: Christopher Biasotti

     

    with copies to:



c/o BlackRock, Inc.

Office of the General Counsel

40 East 52nd Street, New York, NY 10022

Attn: David Maryles and Reid Fitzgerald

Email: legaltransactions@blackrock.com

     

    And



Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, NY 10036

Attn: Christopher S. Auguste

Email: cauguste@kramerlevin.com



 


[Signature Page to Subscription Agreement]


 






    


     


    

 





Schedule A


 


	 	 	Number of
 Subscribed Securities*	 	Initial Purchase Price
	Founder Shares	 	 		 	 	$		 
	Private Placement Warrants	 	 		 	 	$		 



 





*In the event that the Over-allotment Option is exercised, the
Purchaser agrees to purchase up to an additional $                        of
Founder Shares at a price of $                  per
share (or up to                             Founder
Shares), in the same proportion as the amount of the Over-allotment Option that is exercised.