FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2019, is made and entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a Delaware corporation, Fertitta Entertainment Inc., a Delaware Corporation (collectively, the “Sponsors”), and each of the undersigned individuals (together with the Sponsors and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
LANDCADIA HOLDINGS II, INC Houston, Texas 77027Landcadia Holdings II, Inc. • April 18th, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 14, 2019 by and between Fertitta Entertainment, Inc., a Texas corporation (the “Subscriber” or “you”), and Landcadia Holdings II, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,975,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), of the Company. The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
Landcadia Holdings II, Inc. 1510 West Loop South Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in t
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2019, by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
25,000,000 Units LANDCADIA HOLDINGS II, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
Introductory. Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 25,000,000 units of the Company (the “Units”). The 25,000,000 Units to be sold by the Company are called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 3,750,000 Units as provided in Section 2. The additional 3,750,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional Securities.” The Firm Securities and, if and to the extent such option is exercised, the Optional Securities are collectively called the “Offered Securities.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering of the Offered
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2019, is by and between Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”), and Jefferies Financial Group, Inc., a Delaware corporation, and Fertitta Entertainment Inc., a Delaware corporation (collectively, the “Purchasers”).
LANDCADIA HOLDINGS II, INCLetter Agreement • April 18th, 2019 • Landcadia Holdings II, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Landcadia Holdings II, Inc. (the “Company”) and Fertitta Entertainment Inc. (“Fertitta Entertainment”), 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 U.S. 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”):
