Exhibit 10.4


 


Execution Version


 


Sponsor Lockup Agreement


January 7, 2021


LF Capital Acquisition Corp.

600 Madison Avenue


Suite 1802

New York, NY 10022


 


Ladies and Gentlemen:


This letter agreement (this “Letter
Agreement”) is being delivered to LF Capital Acquisition Corp. (“Parent”) in accordance
with Section 1.3(a)(v) of that certain Agreement and Plan of Merger, dated as of August 31, 2020 (the “Merger Agreement”),
by and among Parent, LFCA Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent, Landsea Homes
Incorporated (the “Company”) and Landsea Holdings Corporation, a Delaware corporation (the “Seller”),
pursuant to which, inter alia, the Company will merge with and into Merger Sub, with the Company surviving on the terms
and subject to the conditions set forth therein (the “Business Combination”). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.


In order to induce the Parent, the Company
and the Seller to enter into the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Level Field Capital, LLC (the “Sponsor”) and each of the undersigned individuals,
each of whom is either a member of Parent’s or Sponsor’s board of directors and/or management team (each, an “Insider”
and, collectively, the “Insiders”), hereby agrees with Parent as follows:


1.      
(a) The Sponsor and each Insider agree that it, him or her shall not Transfer any Parent Shares
until the earlier of (A) one year following the completion of the Business Combination and (B) subsequent to the completion of
the Business Combination, (x) if the last sale price of the Parent Class A Stock equals or exceeds $12.00 per share as quoted on
Nasdaq (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days following the completion of the Business Combination or (y) the date following
the completion of the Business Combination on which Parent completes a liquidation, merger, capital stock exchange, reorganization
or other similar transaction that results in all of the Parent’s stockholders having the right to exchange their Parent Shares
for cash, securities or other property (the “Parent Shares Lock-up Period”).


(b) The Sponsor and each Insider agrees
that it, him or her shall not Transfer any Parent Warrants (or Parent Class A Stock issued or issuable upon the exercise of Parent
Warrants) until 30 days after the completion of the Business Combination (the “Parent Warrants Lockup Period”).


(c) Notwithstanding the provisions set
forth in paragraphs 1(a) and (b), Transfers of the Parent Shares or Parent Class A Stock issued or issuable upon the exercise
or conversion of the Parent Warrants that are held by the Sponsor or any Insider are permitted (a) to the Parent’s officers
or directors, any affiliates or family members of any of the Parent’s officers or directors, any members of the Sponsor,
or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate
family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person,
or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon
death of the individual; (d) in the case of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers
by private sales; (f) transfers in the event of the Parent’s liquidation; (g) transfers by virtue of the laws of the State
of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; and (h) in the event of
the Parent’s merger, capital stock exchange, reorganization or other similar transaction which results in all of the Parent’s
stockholders having the right to exchange their Parent Shares for cash, securities or other property subsequent to the completion
of the Business Combination; provided, however, that in the case of clauses (a) through (e), these permitted transferees
must enter into a written agreement, in form and substance reasonably acceptable to Parent, agreeing to be bound by the restrictions
herein.



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2.      
As used herein, “Transfer” shall mean the (a) sale or assignment
of, offer to sell, contract or agreement to sell, grant of any option to purchase or otherwise dispose of or agreement to dispose
of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise or (c) public announcement of any intention to
effect any transaction specified in clause (a) or (b).


3.      
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto
in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the
parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated
hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written consent from Parent.


4.      
No party hereto may assign either this Letter Agreement or any of its rights, interests, or
obligations hereunder without the prior written consent of Parent. Any purported assignment in violation of this paragraph shall
be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter
Agreement shall be binding on the Sponsor and each Insider and any of its, his or hers successors, heirs, assigns and permitted
transferees.


5.      
This Letter Agreement shall be governed by and construed and enforced in accordance with 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 parties hereto (i) all agree that any action, proceeding, claim or dispute arising
out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State
of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive
any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


6.      
The Sponsor, Parent and each Insider represents and warrants that it, he or she has never
been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to Parent (including
any such information included in the Prospectus) is true and accurate in all respects and does not omit any material information
with respect to the Insider’s background. The Sponsor, Parent and each Insider’s questionnaire furnished to the Company,
as applicable, is true and accurate in all respects. The Sponsor, Parent and each Insider represents and warrants that (A) it,
he or she is not subject to or a respondent in any legal action for any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction and (B) it, he or she
has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or
handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a
defendant in any such criminal proceeding.


7.      
The Sponsor, Parent and each Insider hereby agrees and acknowledges that: (i) Parent would
be irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1(a),
1(b), 4 or 6 of this Letter Agreement; (ii) monetary damages may not be an adequate remedy for such breach; and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in
the event of such breach.


8.      
Any notice, consent or request to be given in connection with any of the terms or provisions
of this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified
mail (return receipt requested), by hand delivery, pdf or facsimile transmission.


9.      
This Letter Agreement shall terminate upon the earliest to occur of (a)(i) with respect
to the Parent Shares subject to this Agreement, the expiration of the Parent Shares Lock-up Period, and (ii) with respect
to the Parent Warrants subject to this Agreement, and shares of Parent Class A Stock issued or issuable upon the exercise of such
Parent Warrants, the expiration of the Parent Warrants Lock-up Period, and (b) the termination of the Merger Agreement in
accordance with its terms.


[Signature Page Follows]






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IN WITNESS WHEREOF, the parties have executed
this Letter Agreement as of the date first written above.





	 	Level Field Capital, LLC
	 	 	 	 
	 	By: Level Field Partners, LLC, its Managing  Member
	 	 	 	 
	 	By: Level Field Management, LLC
	 	 	 	 
	 	By:	/s/ Elias Farhat
	 	 	Name:	Elias Farhat
	 	 	Title:	Member
	 	 	 	 
	 	By:	/s/ Djemi Traboulsi
	 	 	Name:	Djemi Traboulsi
	 	 	Title:	Member
	 	 	 	 
	 	By:	/s/Baudoin Prot
	 	 	Name:	Baudoin Prot
	 	 	 	 
	 	By:	/s/ Scott Reed
	 	 	Name:	Scott Reed
	 	 	 	 
	 	By:	/s/ Elias Farhat
	 	 	Name:	Elias Farhat
	 	 	 	 
	 	By:	/s/ Djemi Traboulsi
	 	 	Name:	Djemi Traboulsi
	 	 	 	 
	 	By:	/s/ James Erwin
	 	 	Name:	James Erwin
	 	 	 	 
	 	By:	/s/ Gregory P. Wilson
	 	 	Name:	Gregory P. Wilson


 


 


[Signature Page to Sponsor Lock-Up Agreement]






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Acknowledged and Agreed:


 


LF Capital Acquisition Corp.


 


By:/s/
Scott Reed

      Name:Scott Reed

      Title:Chief Executive Officer and President


 


 


[Signature Page to Sponsor Lock-Up Agreement]






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