Exhibit
10.6


 


FORM OF



PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


Whereas,
The Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one warrant as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange
Commission (the “SEC”), File Number 333-225029 (the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”);


 


Whereas,
Each warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and


 


WHEREAS, The Purchaser
has agreed to purchase an aggregate of 5,600,000 warrants (or up to 6,207,500 warrants if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement
Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.


 


Now
Therefore, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound,
agree as follows:


 


AGREEMENT


 


1.            Authorization,
Purchase and Sale; Terms of the Private Placement Warrants.


 


(a)          Authorization
of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser.


 


(b)          Purchase
and Sale of the Private Placement Warrants. Simultaneously withthe consummation of the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company 5,600,000 Private Placement Warrants
at a price of $1.00 per warrant for an aggregate purchase price of approximately $5,600,000 (the “Purchase Price”),
which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
instructions two (2) days prior to the effective date of the Registration Statement. On the Initial Closing Date, upon the payment
by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option,
shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser, or effect such delivery in book-entry form. Simultaneously with the consummation of the closing of the over-allotment
option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any)
and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall
issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 607,500 Private Placement
Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $607,500 (if the over-allotment option in connection
with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be
paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions
one (1) business day prior to the Over-allotment closing. On the Over-allotment Closing Date, upon the payment by the Purchaser
of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company shall, at its
option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser, or effect such delivery in book-entry form.


 




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(c)          Terms
of the Private Placement Warrants.


 


(i)          Each
Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)         At
the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement
(the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights
to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.


 


2.            Representations
and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the Private
Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive
each Closing Date) that:


 


(a)          Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be
expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
the Warrant Agreement.


 


(b)          Authorization;
No Breach.


 


(i)          The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with
its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of the Closing Date.


 


(ii)         The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance
with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of,
or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the Bylaws
of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or
any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which
the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


(c)          Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares
issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to
the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and
clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Purchaser.


 




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(d)          Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
Company of any other transactions contemplated hereby.


 


3.            Representations
and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell the
Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


(a)          Organization
and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


(b)          Authorization;
No Breach.


 


(i)          This
Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)         The
execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or
provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


(c)          Investment
Representations.


 


(i)          The
Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
upon such exercise (collectively, the “Securities”) for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)         The
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act.


 


(iii)        The
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)        The
Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act.


 


(v)         The
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.


 




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(vi)        The
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)       The
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
(2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities
of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale
transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold
only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act.


 


(viii)      The
Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


4.            Conditions
of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants
are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


(a)          Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
of such Closing Date as though then made.


 


(b)          Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


(c)          No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


(d)          Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 




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5.            Conditions
of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
fulfillment, on or before each Closing Date, of each of the following conditions:


 


(a)          Representations
and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
as of such Closing Date as though then made.


 


(b)          Performance.
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


(c)          Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


(d)          No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.


 


(e)          Warrant
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


6.            Termination.
This Agreement may be terminated at any time after September 30, 2018 upon the election by either the Company or the Purchaser
upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


7.            Survival
of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing Date.


 


8.            Definitions.
Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 


9.            Miscellaneous.


 


(a)          Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


(b)          Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


(c)          Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 




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(d)          Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


(e)          Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
be construed in accordance with the internal laws of the State of New York.


 


(f)          Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature
page follows]


 




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In
Witness Whereof, the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	LF CAPITAL Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	LEVEL FIELD CAPITAL, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Private Placement Warrants Purchase Agreement]