Exhibit
10.9


 


LF
CAPITAL ACQUISITION CORP.


 


AMENDMENT
NO. 1 TO PROMISSORY NOTE


 


This
AMENDMENT NO. 1 TO PROMISSORY NOTE (the “Amendment”), effective as of December 31, 2017 (the “Effective
Date”), is by and among LF CAPITAL ACQUISITION CORP., a Delaware corporation (the “Maker”), and LEVEL
FIELD CAPITAL, LLC, a Delaware limited liability company (the “Payee”).


 


WHEREAS,
the Maker and the Payee are parties to that certain Promissory Note of the Company, dated as of August 24, 2017, in the principal
amount of $200,000.00 (the “Note”); and


 


WHEREAS,
the Maker and the Payee desire to amend the Note as provided herein;


 


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


 


		1.	Effective as of the Effective Date, the heading of the
Note which currently is “Principal Amount: $200,000” shall be deleted in its entirety and, in lieu thereof, the following
shall be inserted: “Principal Amount: $300,000”.



 


		2.	Effective as of the Effective Date, the first sentence
of the preamble of the Note shall be deleted in its entirety and, in lieu thereof, the following new sentence is inserted:



 


LF Capital Acquisition Corp., a Delaware corporation
(the “Maker”), promises to pay to the order of Level Field Capital, LLC or its registered assigns or successors in
interest (the “Payee”), or order, the principal sum of Three Hundred Thousand Dollars ($300,000) 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.


 


		3.	Effective as of the Effective Date, the first sentence
of Section 1 shall be deleted in its entirety and, in lieu thereof, the following new sentence is inserted:



 


Principal. The entire unpaid principal balance
of the Note shall be payable on the earlier of: (i) December 31, 2018, and (ii) the date on which Maker consummates an initial
public offering of its securities (such earlier date, the “Maturity Date”).


 


		4.	Effective as of the Effective Date, the first sentence
of Section 2 shall be deleted in its entirety and, in lieu thereof, the following new sentence is inserted:



 


Drawdown Requests. Maker and Payee agree that
Maker may request, from time to time, up to Three Hundred Thousand Dollars ($300,000) in drawdowns under this Note to be used for
costs and expenses related to Maker’s formation and the proposed initial public offering of its securities (the “IPO”).


 


		5.	Effective as of the Effective Date, the penultimate sentence
of Section 2 shall be deleted in its entirety and, in lieu thereof, the following new sentence is inserted:



 


Payee shall fund each Drawdown Request no later than
three (3) 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).


 


		6.	Except as expressly amended by this Amendment, the terms
and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification.



 




     


     


    

 


		7.	This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.



 


		8.	This Amendment may be executed electronically via email
or facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



 


[Remainder of Page Intentionally Left Blank]


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the day and year first above written.


 


		LF
                                         CAPITAL ACQUISITION CORP.








 


	 	By:	/s/
    Philippe De Backer 
	 	Name: 	Philippe De Backer
	 	Title:   	Chief Executive Officer



 


		LEVEL
                                         FIELD CAPITAL, LLC





 


	 	By:
     Level Field Partners, LLC, its Managing Member
	 	 
	 	By:
     Level Field Management, LLC, its Manager
	 	 
	 	By:	/s/
    Elias Farhat
	 	Name:  	Elias
    Farhat
	 	Title: 	Manager