Exhibit 10.1


  


THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


Principal Amount: 300,000.00


 


Dated as of March 15, 2021

Dallas, Texas


 


LF Capital Acquisition
Corp. II, a Delaware corporation (“Maker”), promises to pay to the order of Level Field Capital II, LLC or its
registered assigns or successors in interest (“Payee”), or order, the principal sum of Three
Hundred Thousand Dollars ($300,000.00) or such lesser amount as shall have been advanced
by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United
States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer
of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by
written notice in accordance with the provisions of this Note.


 


1.                  
Principal. The entire unpaid principal balance of
this Note shall be payable by Maker on the earlier of: (i) March 31, 2022, or (ii) the date on which Maker consummates an initial
public offering of its securities (such earlier date, the “Maturity Date”). The principal balance may be prepaid
at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder
of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.


 


2.                  
Drawdown Requests. Maker and Payee agree that Maker
may request, from time to time, up to Three Hundred Thousand Dollars ($300,000.00)
in drawdowns under this Note to be used for costs and expenses reasonably related to Maker’s formation and the proposed initial
public offering of its securities (the “IPO”). The principal of this Note may be drawn down from time to time
prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown
Request must state the amount to be drawn down, which shall not be an amount less than Ten Thousand
Dollars ($10,000), unless otherwise agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than
five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding
under this Note at any time may not exceed Three Hundred Thousand Dollars ($300,000.00).
No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


3.                  
Interest. No interest shall accrue on the unpaid
principal balance of this Note.


 


4.                  
Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal
balance of this Note.


 






    	 



    	 



    

 


5.                  
Events of Default. The following shall constitute
an event of default (“Event of Default”):


 


(a)                
Failure to Make Required Payments. Failure by Maker to pay the principal amount
due pursuant to this Note within five (5) business days of the date specified above.


 


(b)                
Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under
any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker
or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure
of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any
of the foregoing.


 


(c)                
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other
similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or
for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any
such decree or order unstayed and in effect for a period of 60 consecutive days.


 


6.                  
Remedies.


 


(a)                
Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may,
by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this
Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or
other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the
same to the contrary notwithstanding.


 


(b)                
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c) hereof,
the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately
become due and payable, in all cases without any action on the part of Payee.


 


7.                  
Waivers. Maker and all endorsers and guarantors of,
and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard
to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part
of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any
stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may
be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such
writ in whole or in part in any order desired by Payee.


 


8.                  
Unconditional Liability. Maker hereby waives all
notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees
that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to
any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or
other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto
without notice to Maker or affecting Maker’s liability hereunder.


 






    	 



    	 



    

 


9.                  
Notices. All notices, statements or other documents
which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered
or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing or (ii)
by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as
may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given
on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by electronic
transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.


 


10.               
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.               
Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.               
Trust Waiver. Notwithstanding anything herein to
the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to
any distribution of or from the trust account to be established in which the proceeds of the IPO to be conducted by Maker (including
the deferred underwriters discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private placement
to occur prior to the closing of the IPO are to be deposited, as described in greater detail in the registration statement and
prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.               
Amendment; Waiver. Any amendment hereto or waiver
of any provision hereof may be made with, and only with, the written consent of Maker and Payee.


 


14.               
Assignment. No assignment or transfer of this Note
or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written
consent of the other party hereto and any attempted assignment without the required consent shall be void.


 


[Signature page follows]


 






    	 



    	 



    

 





IN WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year
first above written.


 


	 	LF Capital Acquisition Corp. II
	 	 	 
	 	By:	/s/ Scott Reed 
	 	Name:	Scott Reed
	 	Title:	President, Chief Executive Officer









 


[Signature Page to
Promissory Note]