Exhibit 4.1


 


WARRANT AGREEMENT



BETWEEN



LF CAPITAL ACQUISITION CORP. II



AND



CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


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”).


 


Whereas,
on November 16, 2021, the Company entered into (i) that certain Private Placement Warrant Purchase
Agreement with Level Field Capital II, LLC, a Delaware limited liability company (the “Sponsor”), pursuant
to which the Sponsor will purchase an aggregate of 7,000,000 warrants (or up to 8,181,250 warrants if the Over-allotment Option
(as defined below) is exercised in full) and (ii) that certain Private Placement Warrant Purchase Agreement with Jefferies LLC
(the “Underwriter”), pursuant to which the Underwriter will purchase an aggregate of 1,125,000 warrants
(or up to 1,293,750 warrants if the Over-allotment Option in connection with the Offering is
exercised in full), in each case of (i) and (ii), simultaneously with the closing of the Offering (the “Private Placement
Warrants”) at a purchase price of $1.00 per Private Placement Warrant; and


 


Whereas,
on October 26, 2021, the Company and certain funds and accounts managed by subsidiaries of BlackRock,
Inc. (the “BlackRock Funds”) entered into certain subscription agreements pursuant to which the BlackRock
Funds agreed to purchase an aggregate of 2,875,000 Private Placement Warrants in a private placement occurring simultaneously with
the closing of the Offering at a purchase price of $1.00 per Private Placement Warrant;


 


Whereas,
in order to finance the Company’s transaction costs in connection with an intended initial
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), the Sponsor
or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the
Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant; and


 


Whereas,
the Company is engaged in an initial public offering (the “Offering”)
of units of the Company’s equity securities, each such unit comprised of one share of Class A common stock of the Company,
par value $0.0001 per share (“Class A common stock”) and one-half of one Public Warrant (as defined below)
(the “Units”) and, in connection therewith, has determined to issue and deliver up to 11,250,000 redeemable
warrants (including up to 12,937,500 warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public
Warrants” and, together with the Private Placement Warrants, the “Warrants”); and 


 






     


     


    

 


Whereas,
each whole Warrant entitles the holder thereof to purchase one share of Class A common stock, for $11.50 per share, subject to
adjustment as described herein. Only whole warrants are exercisable. A holder of Warrants will not be able to exercise any fraction
of a Warrant; and


 


Whereas,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, No. 333-260541 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units,
the Public Warrants and the shares of Class A common stock included in the Units; and


 


Whereas,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


Whereas,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall
be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and
the holders of the Warrants; and


 


Whereas,
all acts and things have been done and performed which are necessary to make the Warrants, when
executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued),
as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.


 


Now,
Therefore, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:


 


1.                  
Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company
for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the express
terms and conditions set forth in this Agreement.


 


2.                  
Warrants.


 


2.1             
Form of Warrant. Each Warrant shall initially be
issued in registered form only.


 


2.2             
Effect of Countersignature. If a physical certificate
is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated
Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3             
Registration.


 


2.3.1       
Warrant Register. The Warrant Agent shall maintain
books (the “Warrant Register”), for the registration of original issuance and the registration of transfer
of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants
in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to
the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company
(the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).


 






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If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A.


 


Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the Executive Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the
event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which
such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 


2.3.2       
Registered Holder. Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered
in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant
represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other
than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company
nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4             
Detachability of Warrants. The shares of Class A
common stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day
following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on
which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Jefferies
LLC but in no event shall the shares of Class A common stock and the Public Warrants comprising the Units be separately traded
until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting
the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the
exercise by the underwriter of its right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files
with the Commission a current report on Form 8-K announcing when such separate trading shall begin.


 






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2.5             
Fractional Warrants. The Company shall not issue
fractional Warrants other than as part of the Units, each of which is comprised of one share of Class A common stock and one-half
of one whole Public Warrant. If, upon the detachment of the Public Warrants from the Units or otherwise, a holder of Warrants would
be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to
be issued to such holder.


 


2.6             
Private Placement Warrants. The Private Placement
Warrants shall be identical to the Public Warrants; except that the Private Placement Warrants held by the Underwriter will not
be exercisable more than five years from the commencement of the sales of the Offering in accordance with FINRA Rule 5110(g)(8)(A).


 


3.                  
Terms and Exercise of Warrants.


 


3.1             
Warrant Price. Each whole Warrant shall entitle the
Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number
of shares of Class A common stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section
4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement
shall mean, as adjusted, the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,”
to the extent permitted hereunder) described in the prior sentence at which shares of Class A common stock may be purchased at
the time a Warrant is exercised. The Company in its sole discretion (including by allowing “cashless exercise”) may
lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business
Days, provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered
Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2             
Duration of Warrants. A Warrant may be exercised
only during the period (the “Exercise Period”) (A) commencing on the date that is thirty (30) days after
the first date on which the Company completes Business Combination and (B) terminating at 5:00 p.m., New York City time on the
earlier to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination,
(y) the liquidation of the Company in accordance with the Company’s amended and restated certificate of incorporation, as
amended from time to time, if the Company fails to complete a Business Combination, and (z) 5:00 p.m., New York City time on the
Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided,
however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in
subsection 3.3.2 below with respect to an effective registration statement or a valid exemption therefrom being available; and
provided further, that the Private Placement Warrants held by the Underwriter will not be exercisable more than five years from
the commencement of sales of the Offering in accordance with FINRA Rule 5110(g)(8)(A). Except with respect to the right to receive
the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof), each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration
of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written
notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical
in duration among all the Warrants.


 






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3.3             
Exercise of Warrants.


 


3.3.1       
Payment. Subject to the provisions of the Warrant
and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the
Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by
the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any shares of Class A common stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder
on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant
in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price (as adjusted pursuant
to the terms of the Warrant and this Agreement, if applicable) for each share of Class A common stock as to which the Warrant is
exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for
the shares of Class A common stock and the issuance of such shares of Class A common stock, as follows:


 


(a)                
in lawful money of the United States, in good certified check or good bank draft payable
to the order of the Warrant Agent;


 


(b)                
[Reserved];


 


(c)                
[Reserved];


 


(d)                
on a cashless basis, as provided in Section 6.2 hereof with respect to a Redemption Settlement;
or


 


(e)                
on a cashless basis, as provided in Section 7.4 hereof.


 


3.3.2       
Issuance of Shares of Class A Common Stock on Exercise.
As soon as practicable after the exercise of any outstanding Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Class A common stock to which
the Registered Holder is entitled, registered in such name or names as may be directed by the Registered Holder, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares
of Class A common stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Class A common stock pursuant to the exercise of an outstanding Warrant and shall have
no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Class A common stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the
Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No outstanding
Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A common stock upon exercise of an
outstanding Warrant unless the shares of Class A common stock issuable upon such Warrant exercise has been registered, qualified
or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered
Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its outstanding
Warrants only for a whole number of shares of Class A common stock. The Company may require holders of Warrants to settle such
Warrants on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless
basis”, the holder of any outstanding Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional
interest in a share of Class A common stock, the Company shall round down to the nearest whole number, the number of shares of
Class A common stock to be issued to such holder. In no event will the Company be required to net cash settle any Warrant.


 






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3.3.3       
Valid Issuance. All shares of Class A common stock
issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued,
fully paid and non-assessable.


 


3.3.4       
Date of Issuance. Each person in whose name any book-entry
position or certificate, as applicable, for shares of Class A common stock is issued shall for all purposes
be deemed to have become the holder of record of such shares of Class A common stock on the date on which the Warrant, or book-entry
position representing such Warrant, was surrendered and payment of the Warrant Price was received, irrespective of the date of
delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a
date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Class A common stock at the close of business on the next succeeding date on which
the share transfer books or book-entry system are open.


 


3.3.5       
Maximum Percentage. A holder of a Warrant may notify
the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder
of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder,
the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise
such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates),
to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder, the
“Maximum Percentage”) of the shares of Class A common stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Class A common stock beneficially owned
by such person and its affiliates shall include the number of shares of Class A common stock issuable upon exercise of the Warrant
with respect to which the determination of such sentence is being made, but shall exclude shares of Class A common stock that would
be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned
by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the
number of outstanding shares of Class A common stock, the holder may rely on the number of outstanding shares of Class A common
stock as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company
or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Class A common stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days,
confirm orally and in writing to such holder the number of shares of Class A common stock then outstanding. In any case, the number
of issued and outstanding shares of Class A common stock shall be determined after giving effect to the conversion or exercise
of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding
shares of Class A common stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase
or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however,
that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4.                  
Adjustments.


 


4.1             
Stock Dividends.


 


4.1.1       
Sub-Divisions. If after the date hereof, and subject
to the provisions of Section 4.6 below, the number of issued and outstanding shares of Class A common stock is increased by a capitalization
or stock dividend of shares of Class A common stock, or by a sub-division of shares of Class A common stock or other similar event,
then, on the effective date of such capitalization, stock dividend, sub-division or similar event, the number of shares of Class
A common stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding
shares of Class A common stock. A rights offering to holders of shares of Class A common stock entitling holders to purchase shares
of Class A common stock at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed
a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common
stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for shares of Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price
per share of Class A common stock paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of
this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Class A common
stock, in determining the price payable for shares of Class A common stock, there shall be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Historical
Fair Market Value” means the volume-weighted average trading price of the shares of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common
stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No shares
of Class A common stock shall be issued at less than their par value.


 


4.1.2       
Extraordinary Dividends. If the Company, at any time
while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
securities or other assets to the holders of shares of Class A common stock on account of such shares of Class A common stock (or
other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of shares of Class
A common stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders
of shares of Class A common stock in connection with a stockholder vote to amend the Company’s amended and restated certificate
of incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
the Company’s initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not
complete its initial Business Combination within the time period required by the Company’s amended and restated certificate
of incorporation, as amended from time to time, or (ii) with respect to any other provision relating to stockholders’ rights
or pre-initial Business Combination activity, or (e) in connection with the redemption of public shares upon the failure of the
Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such
non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall
be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair
market value (as determined by the Company’s board of directors (the “Board”), in good faith) of
any securities or other assets paid on each share of Class A common stock in respect of such Extraordinary Dividend. For purposes
of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Class
A common stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of shares of Class A common stock issuable on exercise of
each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 






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4.2             
Aggregation of Shares. If after the date hereof,
and subject to the provisions of Section 4.6 hereof, the number of issued and outstanding shares of
Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each Warrant shall be decreased as of the
date thereof in proportion to such decrease in issued and outstanding shares of Class A common stock.


 


4.3             
Adjustments in Exercise Price. Whenever the number
of shares of Class A common stock purchasable upon the exercise of the Warrants is adjusted, as provided
in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Class A common
stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall
be the number of shares of Class A common stock so purchasable immediately thereafter.


 


4.4             
Raising of Capital in Connection with the Initial Business Combination.
If (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20
per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and,
in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B common stock of the
Company, par value $0.0001 per share (the “Class B common stock”), held by the Sponsor or such affiliates,
as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial
Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the shares of Class A common stock
as reported during the ten (10) trading day period starting on the trading day prior to the day on which the Company consummates
its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant
Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price,
and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1, respectively, will be adjusted
(to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.


 






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4.5             
Replacement of Securities upon Reorganization, etc.
In case of any reclassification or reorganization of the issued and outstanding shares of Class A common
stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the issued and outstanding shares of Class A common stock), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon
the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Class A common stock of the
Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised their Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that (i) if the holders of the Class A common stock were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the Warrant holder
shall be entitled to receive the same consideration per underlying share in the same proportion as the consideration to be received
by the holders of Class A common stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender,
exchange or redemption offer shall have been made by the Company to and accepted by the holders of the Class A common stock (other
than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the
Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase
of shares of Class A common stock by the Company if a proposed initial Business Combination is presented to the stockholders of
the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the Company, together
with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which the
Company is a part, and together with any affiliate or associate of the Company (within the meaning of Rule 12b-2 under the Exchange
Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially
(within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the issued and outstanding shares
of Class A common stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance the same consideration
per underlying share in the same proportion as the consideration to be received by the holders of Class A common stock, as if such
Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and the
pro rata amount of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders
of shares of Class A common stock in the applicable event is payable in the form of common stock in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed
for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty
(30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report
on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of
(i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no
event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value”
means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model
for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”). For
purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of
Class A common stock shall be the volume weighted average price of shares of Class A common stock as reported during the ten (10)
trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall
be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the
day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury
rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if
the consideration paid to holders of the Class A common stock consists exclusively of cash, the amount of such cash per share of
Class A common stock, and (ii) in all other cases, the volume weighted average price of the Class A common stock as reported during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Class A common stock covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event
will the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 






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4.6             
Notices of Changes in Warrant. Upon every adjustment
of the Warrant Price or the number of shares of Class A common stock issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of Class A common stock purchasable at such price upon
the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice
of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register,
of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 


4.7             
No Fractional Shares. Notwithstanding any provision
contained in this Agreement to the contrary, the Company shall not issue fractional shares of Class
A common stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon
such exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to such holder.


 


4.8             
Form of Warrant. The form of Warrant need not be
changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment
may state the same Warrant Price and the same number of shares of Class A common stock as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in
the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so
changed.


 


4.9             
Other Events. In case any event shall occur affecting
the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly
applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants
and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent
registered public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its
opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and
purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however,
that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities
in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with
any adjustment recommended in such opinion.


 


4.10         
No Adjustment. For the avoidance of doubt, no adjustment
shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Class B common stock
into shares of Class A common stock or the conversion of the Class B common stock into shares of Class A common stock, in each
case, pursuant to the Company’s amended and restated certificate of incorporation, as amended from time to time.


 


5.                  
Transfer and Exchange of Warrants.


 


5.1             
Registration of Transfer. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon
surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions
for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the
old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 






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5.2             
Procedure for Surrender of Warrants. Warrants may
be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent
shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise
provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to
the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided
further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant
Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive
legend.


 


5.3             
Fractional Warrants. The Warrant Agent shall not
be required to effect any registration of transfer or exchange which shall result in the issuance of
a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4             
Service Charges. No service charge shall be made
for any exchange or registration of transfer of Warrants.


 


5.5             
Warrant Execution and Countersignature. The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6             
Transfer of Warrants. Prior to the Detachment Date,
the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant
is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
Date.


 


6.                  
Redemption.


 


6.1             
Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds
$18.00. Not less than all of the outstanding Warrants may be redeemed, at the option of
the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders
of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference
Value (as defined below) equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b)
there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise
of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section
6.3 below).


 


6.2             
Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds
$10.00. Not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided
that the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof). During
the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may
elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares
of Class A common stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the
table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined
in this Section 6.2) (a “Redemption Settlement”). Solely for purposes of this Section 6.2, the “Redemption
Fair Market Value” shall mean the volume-weighted average trading price of the shares of Class A common stock as
reported during the ten (10) trading day period immediately following the date on which notice of redemption pursuant to this Section
6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide
the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day
period described above ends.


 






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		 	Fair
    Market Value of Shares of Class A Common stock
	Redemption Date
    

    (period to expiration of warrants)	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00
	60 months	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361


 


The exact Redemption Fair
Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is
between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Class
A common stock to be issued for each Warrant exercised in a Redemption Settlement will be determined by a straight-line interpolation
between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption
dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The share prices set forth
in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3, the
adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a
fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately
after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant
Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall
be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator
of which is $10.00. In no event will the number of shares issued in connection with a Redemption Settlement exceed 0.361 shares
of Class A common stock per Warrant (subject to adjustment).


 






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6.3             
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value.
In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day
Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall
appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price”
shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
Value” shall mean the last reported sales price of the shares of Class A common stock for any twenty (20) trading
days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption
is given.


 


6.4             
Exercise After Notice of Redemption. The Warrants
may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this
Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior
to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except
to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5             
Independent Approval of Certain Redemptions. Notwithstanding
anything to the contrary herein, any determination by the Company to effect a redemption of the Warrants for cash pursuant to this
Section 6 shall be made by a majority of the directors of the Company who do not have beneficial ownership of any Warrants, though
such directors may constitute less than a quorum (an “Independent Approval”). For the avoidance of doubt,
in the event that only one director of the Company does not have beneficial ownership of any Warrants, that one director may unilaterally
effect an Independent Approval. For purposes of this Section 6.5, “beneficial ownership” shall have the meaning assigned
thereto in Rule 13d-1 of the Exchange Act.


 


7.                  
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1             
No Rights as Stockholder. A Warrant does not entitle
the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2             
Lost, Stolen, Mutilated, or Destroyed Warrants. If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such
terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or
destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3             
Reservation of Class A Common Stock. The Company
shall at all times reserve and keep available a number of its authorized but unissued shares of Class
A common stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 






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7.4             
Registration of Class A Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1       
Registration of the Class A common stock. The Company
agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing
of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Warrants.
The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in
accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth
(60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right,
during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and
ending upon such registration statement being declared effective by the Commission, and during any other period when the Company
shall fail to have maintained an effective registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” pursuant to subsection 3.3.1, by exchanging
the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number
of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A
common stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”
(as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value”
shall mean the volume-weighted average trading price of the shares of Class A common stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder
of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant,
the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this
subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Class A common stock issued upon
such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term
is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required
to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the
Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations
under the first three sentences of this subsection 7.4.1.


 


7.4.2       
Cashless Exercise at Company’s Option. If the
shares of Class A common stock are at the time of any exercise of a Warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities
Act (or any successor rule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise
such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule)
as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or
maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A common stock
issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its best efforts
to register or qualify for sale the shares of Class A common stock issuable upon exercise of the Warrant under applicable blue
sky laws of the state of the residence of the exercising Warrant holder to the extent an exemption is not available.


 






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7.5             
Third-Party Tender Offers. The Company represents
and warrants to each holder that the Company’s certificate of incorporation (as of the date hereof) (the “Charter”)
includes an obligation (the “Charter Restriction”) for any third party who makes a tender offer for the
Company’s common stock to make a concurrent tender offer at the Effective Price (as defined below) for the percentage of
the Warrants equal to (a)(i) the number of shares of common stock for which such tender offer is made not held by the Tender Offeror
(as defined below) divided by (ii) the total number of shares of common stock then outstanding not held by the Tender Offeror,
multiplied by (b) the total number of outstanding warrants not held by the Tender Offeror (the “Offer Amount”).
The Effective Price, as used herein, shall be the highest price paid per share of common stock in such tender offer
minus the Exercise Price. If a tender, exchange or redemption offer shall have been made by a third party (the “Tender
Offeror”) to and accepted by all or a portion of the holders of the common stock under circumstances in which, (x)
upon completion of such tender or exchange offer, the Tender Offeror, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such Tender Offeror is a part, and together with any
affiliate or associate of such Tender Offeror (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule))
and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule
13d-3 under the Exchange Act (or any successor rule)) more than 50% of the voting power of the issued and outstanding shares of
the Company’s common stock and (y) for the avoidance of doubt, such tender, exchange or redemption offer would result in
a change-in-control of the Company, the holder of a Warrant who fully exercised the entirety of their Warrant purchased in the
warrant tender offer shall be entitled to receive as an Alternative Issuance from the Tender Offeror, a payment equal to the Effective
Price for each such Warrant for the as-exercised amount of the common stock held by such holder, assuming such holder had fully
exercised its Warrants purchased in the warrant tender offer and fully tendered its as-exercised common stock and the Tender Offeror
purchased the Offer Amount, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in Section 4. For so long as any of the Warrants remain outstanding, the
Company shall not amend the Charter to amend, modify or remove the Charter Restriction. 


 


8.                  
Concerning the Warrant Agent and Other Matters.


 


8.1             
Payment of Taxes. The Company shall from time to
time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Class A common stock upon the exercise of the Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Class A common stock.


 


8.2             
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1       
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter
appointed, may resign its duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.
If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of
such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit their Warrant
for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the
County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York,
in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under
such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment,
any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense
of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver
any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all
such authority, powers, rights, immunities, duties, and obligations.


 






     15


     


    

 


8.2.2       
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed,
the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the
Class A common stock not later than the effective date of any such appointment.


 


8.2.3       
Merger or Consolidation of Warrant Agent. Any corporation or other entity into which the
Warrant Agent may be merged or with which it may be consolidated or any corporation or other entity
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


 


8.3             
Fees and Expenses of Warrant Agent.


 


8.3.1       
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for
its services as such Warrant Agent hereunder in accordance with a fee schedule to be mutually agreed
upon and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2       
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or
cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this
Agreement.


 


8.4             
Liability of Warrant Agent.


 


8.4.1       
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement,
the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive
Officer, Chief Financial Officer, Secretary or Executive Chairman of the Board of the Company and delivered to the Warrant Agent.
The Warrant Agent may rely upon such statement and shall not be liable for any action taken or suffered in the absence of bad faith
by it pursuant to the provisions of this Agreement.


 


8.4.2       
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence,
willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything
done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross
negligence, willful misconduct or bad faith.


 


8.4.3       
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity
of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of
facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty
as to the authorization or reservation of any shares of Class A common stock to be issued pursuant to this Agreement or any Warrant
or as to whether any shares of Class A common stock shall, when issued, be valid and fully paid and non-assessable.


 






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8.5             
Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon the express terms and conditions
herein set forth and shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Class A common stock through the exercise
of the Warrants.


 


8.6             
Waiver. The Warrant Agent has no right of set-off
or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between
the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the
Trust Account and any and all rights to seek access to the Trust Account.


 


9.                  
Miscellaneous Provisions.


 


9.1             
Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.


 


9.2             
Notices. Any notice, statement or demand authorized
by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on
the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:


 


LF Capital Acquisition Corp. II

1909 Woodall Rodgers Freeway

Suite 500

Dallas, TX 75201

Attention: Scott Reed, President, Chief Executive Officer

Email: sreed@lfcapital.co


 


(with a copy, which shall not constitute notice)
to: Martin Nussbaum, Esq. at martin.nussbaum@dechert.com.


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Company), as follows:


 


Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


9.3             
Applicable Law. The validity, interpretation, and
performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the
State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive
laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating
in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.


 






     17


     


    

 


9.4             
Persons Having Rights under this Agreement. Nothing
in this Agreement shall be construed to confer upon, or give to, any person or corporation other than
the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.


 


9.5             
Examination of the Warrant Agreement. A copy of this
Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough
of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6             
Counterparts. This Agreement may be executed in any
number of original or facsimile counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7             
Effect of Headings. The section headings herein are
for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.8             
Amendments. This Agreement may be amended by the
parties hereto without the consent of any Registered Holder for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders
of 50% of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9             
Severability. This Agreement shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A: Form of Warrant Certificate


 






     18


     


    

 





In
Witness Whereof, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	LF CAPITAL ACQUISITION CORP. II
	 	 
	 	By:	 /s/ Scott Reed
	 	Name: 	Scott Reed
	 	Title: 	President, Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 /s/ Ana Gois
	 	Name: 	Ana Gois
	 	Title: 	Vice President


 


[Signature Page to Warrant
Agreement]


 






    


     


    

 





EXHIBIT A

[FORM OF WARRANT CERTIFICATE]



[FACE]


 


Number


 


WARRANTS



THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO 

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR 

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


LF CAPITAL
ACQUISITION CORP. II

Incorporated Under the Laws of the State of Delaware


 


CUSIP 50202D
110


 


Warrant Certificate


 


This
Warrant Certificate certifies that                      , or registered assigns, is the registered holder
of                       warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase shares of Class A common stock, $0.0001 par value per share (the “Class A common stock”),
of LF Capital Acquisition Corp. II, a Delaware corporation (the “Company”). Each whole Warrant entitles
the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and non-assessable shares of Class A common stock as set forth below, at
the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in
lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America
upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred
to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Class A common stock. No fractional shares will be issued upon exercise
of any Warrant. If, upon the exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share of
Class A common stock, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common
stock to be issued to the Warrant holder. The number of shares of Class A common stock issuable upon exercise of the Warrants is
subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The
initial Exercise Price per share of Class A common stock for any Warrant is equal to $11.50 per share. The Exercise
Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions,
as set forth in the Warrant Agreement.


 






    A-1


     


    

 


Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.


 


	 	LF CAPITAL ACQUISITION CORP. II
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    A-2


     


    

 


[FORM OF WARRANT CERTIFICATE]



[REVERSE]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to
receive __________ shares of Class A common stock and are issued or to be issued pursuant to a Warrant Agreement dated as of November
16, 2021 (the “Warrant Agreement”), duly executed and delivered by the Company
to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders
or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or their assignee, a new Warrant Certificate evidencing the number of Warrants
not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised
unless at the time of exercise (i) a registration statement covering the issuance of the shares of Class A common stock to be issued
upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Class A common stock
is current, except through “cashless exercise” as provided for in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A common stock issuable upon
exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be
adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class
A common stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Class A common stock to be
issued to the holder of the Warrant.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.


 






    A-3


     


    

 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder
hereof to any rights of a stockholder of the Company.


 






    A-4


     


    

 


ELECTION TO PURCHASE

(TO BE EXECUTED UPON EXERCISE OF WARRANT)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate,
to receive _______ shares of Class A common stock and herewith tenders payment for such shares of Class A common stock to the order of
LF Capital Acquisition Corp. II (the “Company”) in the amount of $______ in accordance with the terms
hereof. The undersigned requests that a certificate for such shares of Class A common stock be registered in the name
of ________, whose address is __________ and that such shares of Class A common stock be delivered to __________ whose
address is __________. If said number of shares of Class A common stock is less than all of the shares of Class A common stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Class A common stock be registered in the name of __________, whose address
is ____________ and that such Warrant Certificate be delivered to _____________, whose address is ___________.


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the
Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Redemption Settlement, the number of shares
of Class A common stock that this Warrant is exercisable for shall be determined in accordance with Section 6.2 of the Warrant
Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement,
the number of shares of Class A common stock that this Warrant is exercisable for shall be determined
in accordance with Section 7.4 of the Warrant Agreement.


 


In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A common
stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which
allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to
receive shares of Class A common stock. If said number of shares is less than all of the shares of Class A common stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance
of such shares of Class A common stock be registered in the name of, _____________, whose address is _____________ and that
such Warrant Certificate be delivered to _____________, whose address is ____________.


 


[Signature Page Follows]


 






    A-5


     


    

 





Date: ___________, 20___


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR
ANY SUCCESSOR RULE)).


 


B-1