Exhibit 10.1


 


AMENDMENT NO. 1 TO LF CAPITAL ACQUISITION
CORP.

CONVERTIBLE PROMISSORY NOTE


This
Amendment No. 1 to the Convertible Promissory Note (this “Amendment”), dated as of June 16, 2020, by and between LF
Capital Acquisition Corp., a Delaware corporation, (the “Maker”) and Level Field Capital, LLC (the “Payee”,
and together with the Maker, the “Parties”, and each, a “Party”).


WHEREAS,
the Parties have entered into a Convertible Promissory Note, dated March 4, 2019, as amended (the “Note”);


WHEREAS,
the Parties hereto desire to amend the definition of “Maturity Date” in the first sentence of Section 1 of the
Note, on the terms and subject to the conditions set forth herein; and


WHEREAS,
pursuant to Section 13 of the Note, the Amendment contemplated by the Parties must be contained in a written agreement and
approved by the Maker and the Payee.


NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:


		1.	Definitions. Capitalized terms used and not defined in this
Amendment have the respective meanings assigned to them in the Note.



		2.	Amendment to Note: The first sentence of Section 1of the
Note shall be deleted and replaced in its entirety with the following:



“All
unpaid principal under this Note shall be due and payable in full on the earlier of (i) December 31, 2020 and (ii) the effective
date of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving
the Company and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined below).”


		3.	Date of Effectiveness; Limited Effect: This Amendment will
become effective on the date first written above. Except as expressly provided in this Amendment, all of the terms and provisions
of the Note are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting
the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other
provision of the Note or as a waiver of or consent to any further or future action on the part of either Party that would require
the waiver or consent of the other Party. On and after the date hereof, each reference in the Note to “this Agreement,”
“the Agreement,” “hereunder,” “hereof,” “herein” or words of like import will mean
and be a reference to the Note as amended by this Amendment.



		4.	Miscellaneous.



		a.	This Amendment is governed by, and construed in accordance with, the laws of the State of Delaware,
without regard to the conflict of laws provisions of such State.



		b.	This Amendment shall inure to the benefit of and be binding upon each of the Parties and each
of their respective permitted successors and permitted assigns.



 


 


 



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IN WITNESS
WHEREOF, the undersigned has executed this Amendment on the date first written above.


 


LF CAPITAL ACQUISITION CORP.


 


 


By:____________________________


Name:
Philippe De Backer


Title:
Chief Executive Officer


 


Acknowledged and agreed as of the date first above
written.


LEVEL FIELD CAPITAL, LLC


By: ________________________


Name: Elias Farhat


Title: Member


 






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