Exhibit 10.5


 


LF CAPITALACQUISITION CORP.


600 Madison Avenue


New York, NY 10022


 


June 19, 2018


 


Level Field Capital, LLC


598 Madison Avenue


New York, NY 10022


 


		Re:	Administrative Support Agreement



 


Gentlemen:


 


This letter
agreement by and between LF Capital Acquisition Corp. (the “Company”) and Level Field Capital, LLC (“Sponsor”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of
the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i)           Sponsor
shall make available to the Company, at 600 Madison Avenue, New York, NY 10022 (or any successor location of Sponsor), certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii)           Sponsor
hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising
out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due
to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby
irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust
Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or
satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter
agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


No party
hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written
approval of the other party. 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 constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in
contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws
of the State of New York, without giving effect to its choice of laws principles.


 


[Signature Page Follows]


 




     

     


    

 


	 	Very truly yours,
	 	 
	 	LF CAPITALACQUISITION CORP.
	 	 	    
	 	By:	/s/ Scott Reed
	 		Name: Scott Reed
	 		Title: President


 


	AGREED TO AND ACCEPTED	 
	 	 
	BY: LEVEL FIELD CAPITAL, LLC	 
	 	 	 
	By:	LEVEL FIELD PARTNERS, LLC	 
	its managing member	 
	 	 	 
	By:	LEVEL FIELD MANAGEMENT, LLC, itsmanaging member	 
	 	     	 
	By:	/s/ Elias Farhat	 
	 	Name: Elias Farhat	 
	 	Title: Member	 
	 	         	 
	By:	/s/ Djemi Traboulsi	 
	 	Name: Djemi Traboulsi	 
	 	Title: Member	 


 


[Signature Page to Administrative Support
Agreement]