REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2020, is made and entered into by and among Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation, TJF, LLC, a Delaware limited liability company (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”).
WARRANT AGREEMENTWarrant Agreement • October 14th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 8, 2020, is by and between Landcadia Holdings III, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 8, 2020, by and between Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
October 8, 2020 Landcadia Holdings III, Inc. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 14th, 2020 • Landcadia Holdings III, 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 III, 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 50,000,000 of the Company’s units (including up to 7,500,000 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and between Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • November 16th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of November 13, 2020, is by and between Landcadia Holdings III, 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”).
50,000,000 Units LANDCADIA HOLDINGS III, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2020, is made and entered into by and among Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), Jefferies Financial Group Inc., a New York corporation, TJF, LLC, a Delaware limited liability company (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”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2021 • Landcadia Holdings III, Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 24, 2021, by and between Landcadia Holdings III, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 20th, 2021 • Hillman Solutions Corp. • Cutlery, handtools & general hardware
This Indemnification Agreement (this “Agreement”) is made and entered into as of July 14, 2021, by and among Hillman Solutions Corp., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____________, 2020, is by and between Landcadia Holdings III, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 14th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 8, 2020 (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 III, Inc., a Delaware corporation (the “Company”), and Jefferies Financial Group, Inc., a New York corporation, and TJF, LLC, a Delaware limited liability company (collectively, the “Purchasers”).
THE HILLMAN GROUP, INC. EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2022 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • Delaware
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of April 2010, by and between The Hillman Group, Inc., a Delaware corporation (the "Company"), and Gary Seeds ("Executive").
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2021 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2021, is made and entered into by and among (i) Hillman Solutions Corp. (f/k/a Landcadia Holdings III, Inc.), a Delaware corporation (the “Company”), (ii) Jefferies Financial Group Inc., a New York corporation (“Jefferies”), and TFJ, LLC, a Delaware limited liability company (“TFJ”, and together with Jefferies and their respective Permitted Transferees (as defined herein), the “Sponsors”), (iii) CCMP Capital Investors III, L.P., a Delaware limited partnership (“CCMP III”), CCMP Capital Investors (Employee) III, L.P., a Delaware limited partnership (“CCMP Employee”) and CCMP Co-Invest III A, L.P., a Delaware limited partnership (“CCMP Co-Invest, and together with CCMP III, CCMP Employee and their respective Permitted Transferees, the “CCMP Holders”), (iv) Oak Hill Capital Partners III, L.P., a Delaware limited partnership (“Oak Hill III”) Oak Hill Capital Management Partners III, L.P., a Del
25,000,000 Shares HILLMAN SOLUTIONS CORP. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT February 28, 2023Underwriting Agreement • March 3rd, 2023 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
ABL CREDIT AGREEMENT Dated as of May 31, 2018 as amended as of November 15, 2019, as further amended and restated as of July 14, 2021, and as further amended and restated as of July 29, 2022 among THE HILLMAN GROUP, INC., as US Borrower, THE HILLMAN...Credit Agreement • August 3rd, 2022 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
ABL CREDIT AGREEMENT, dated as of May 31, 2018, as amended as of November 15, 2019 and as further amended and restated as of July 14, 2021, and as further amended and restated as of July 29, 2022 (this “Agreement”), by and among The Hillman Group, Inc., a Delaware corporation (the “US Borrower”), The Hillman Group Canada ULC, a British Columbia unlimited liability company (the “Canadian Borrower”), The Hillman Companies, Inc., a Delaware corporation (as successor in merger to Hillman Investment Company), (“Holdings”), the Lenders and Issuing Banks from time to time party hereto and Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent (the “Administrative Agent”) and the Swingline Lender, with Barclays, Bank of America, N.A., Bank of America, N.A. (acting through its Canada Branch), MUFG Union Bank, N.A. and PNC Capital Markets LLC as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers” and each, an “Arranger”).
January 6, 2021 Landcadia Holdings III, Inc. Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 6th, 2021 • Landcadia Holdings III, 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 III, 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 the underwritten initial public offering (the “Public Offering”), of 50,000,000 of the Company’s units (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 were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “P
January 24, 2021 Landcadia Holdings III, Inc. Re: Sponsor Letter Agreement Ladies and Gentlemen:Letter Agreement • January 25th, 2021 • Landcadia Holdings III, Inc. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger, dated as of the date hereof, by and among Landcadia Holdings III, Inc. (“Landcadia”), HMAN Group Holdings Inc. (“Hillman”) and the other parties thereto (the “Merger Agreement”) and hereby amends and restates in its entirety (i) that certain letter, dated October 8, 2020, from TFJ, LLC and Jefferies Financial Group Inc. (each, a “Sponsor” and collectively, the “Sponsors”) and each of the undersigned individuals, each of whom is a member of Landcadia’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to Landcadia (the “Prior Letter Agreement”) and (ii) that certain letter, dated January 6, 2021, from Dona Cornell to Landcadia. Certain capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 16th, 2021 • Landcadia Holdings III, Inc. • Cutlery, handtools & general hardware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 12, 2021 by and among Landcadia Holdings III, Inc. (“Parent”), Helios Sun Merger Sub, Inc. (“Merger Sub”), HMAN Group Holdings Inc. (the “Company”) and CCMP Sellers’ Representative, LLC in its capacity as the stockholder representative (the “Stockholder Representative”). Parent, Merger Sub, the Company and the Stockholder Representative may collectively be referred to as the “Parties” and each individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER BY AND AMONG LANDCADIA HOLDINGS III, INC., HELIOS SUN MERGER SUB, INC., HMAN GROUP HOLDINGS INC., and CCMP SELLERS’ REPRESENTATIVE, LLC, IN ITS CAPACITY AS THE STOCKHOLDER REPRESENTATIVE DATED AS OF JANUARY 24, 2021Agreement and Plan of Merger • January 25th, 2021 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of January 24, 2021, by and among Landcadia Holdings III, Inc., a Delaware corporation (“Parent”), Helios Sun Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (the “Company”), and CCMP Sellers’ Representative, LLC, a Delaware limited liability company, in its capacity as the Stockholder Representative hereunder (in such capacity, the “Stockholder Representative”). Each of the Company, Parent, Merger Sub and the Stockholder Representative shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter, as defined herein). Defined terms used in this Agreeme
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • July 20th, 2021 • Hillman Solutions Corp. • Cutlery, handtools & general hardware
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Hillman Solutions Corp. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Hillman Solutions Corp. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
LANDCADIA HOLDINGS III, INC 1510 West Loop South Houston, Texas 77027Letter Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
13,000,000 Shares HILLMAN SOLUTIONS CORP. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTHillman Solutions Corp. • April 18th, 2022 • Cutlery, handtools & general hardware • New York
AMENDMENT NO. 1Hillman Solutions Corp. • August 8th, 2023 • Cutlery, handtools & general hardware • New York
This Amendment No. 1, dated as of June 30, 2023 (this “Amendment”), is entered into by and among The Hillman Companies, Inc., a Delaware corporation (as successor in merger to Hillman Investment Company) (“Holdings”), The Hillman Group, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors and Jefferies Finance LLC, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Credit Agreement (as defined below).
HILLMAN SOLUTIONS CORP. 2021 EQUITY INCENTIVE PLAN Restricted Stock Unit Agreement (Non-Employee Directors)Restricted Stock Unit Agreement • February 27th, 2023 • Hillman Solutions Corp. • Cutlery, handtools & general hardware
This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Hillman Solutions Corp. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Hillman Solutions Corp. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ______________, 2020 (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 III, Inc., a Delaware corporation (the “Company”), and Jefferies Financial Group, Inc., a New York corporation, and TJF, LLC, a Delaware limited liability company (collectively, the “Purchasers”).
AMENDMENT NO. 2Credit Agreement • March 26th, 2024 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
This Amendment No. 2, dated as of March 26, 2024 (this “Amendment”), is entered into by and among The Hillman Companies, Inc., a Delaware corporation (as successor in merger to Hillman Investment Company) (“Holdings”), The Hillman Group, Inc., a Delaware corporation (the “Borrower”), the Subsidiary Guarantors, the Lenders party hereto and Jefferies Finance LLC (“Jefferies”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Credit Agreement (as defined below).
LANDCADIA HOLDINGS III, INC 1510 West Loop South Houston, Texas 77027Letter Agreement • October 14th, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
CONSULTING AGREEMENTConsulting Agreement • November 5th, 2024 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • Ohio
THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of September 1, 2024, between The Hillman Group, Inc., a Delaware corporation (the “Company”), and Randall Fagundo (“Consultant”).
AMENDMENT NO. 3Assignment and Assumption Agreement • August 3rd, 2022 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
This Amendment No. 3, dated as of July 29, 2022 (this “Amendment”), is entered into by and among The Hillman Companies, Inc., a Delaware corporation (as successor in merger to Hillman Investment Company) (“Holdings”), The Hillman Group, Inc., a Delaware corporation (the “US Borrower”), The Hillman Group Canada ULC, a British Columbia unlimited liability company (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors, the Lenders listed on the signature pages hereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Amended and Restated Credit Agreement (as defined below).
EXHIBIT A TO AMENDMENT NO. 5Credit Agreement • August 6th, 2024 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
ABL CREDIT AGREEMENT, dated as of May 31, 2018, as amended as of November 15, 2019 and as further amended and restated as of July 14, 2021, and as further amended and restated as of July 29, 2022 (this “Agreement”), by and among The Hillman Group, Inc., a Delaware corporation (the “US Borrower”), The Hillman Group Canada ULC, a British Columbia unlimited liability company (the “Canadian Borrower”), The Hillman Companies, Inc., a Delaware corporation (as successor in merger to Hillman Investment Company), (“Holdings”), the Lenders and Issuing Banks from time to time party hereto and Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent (the “Administrative Agent”) and the Swingline Lender, with Barclays, Bank of America, N.A., Bank of America, N.A. (acting through its Canada Branch), MUFG Union Bank, N.ALTD. and PNC Capital Markets LLC as joint lead arrangers and joint bookrunners (in such capacities, the “Arrangers” and each, an “Arranger”).
HILLMAN SOLUTIONS CORP. 2021 Equity Incentive Plan Non-Statutory Stock Option Agreement (Non-Employee Directors)Stock Option Agreement • July 20th, 2021 • Hillman Solutions Corp. • Cutlery, handtools & general hardware
This agreement (this “Agreement”) evidences a stock option granted by Hillman Solutions Corp. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the Hillman Solutions Corp. 2021 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
AMENDMENT NO. 2Master Assignment and Assumption Agreement • July 20th, 2021 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • New York
This Amendment No. 2, dated as of July 14, 2021 (this “Amendment”), is entered into by and among Hillman Investment Company, a Delaware corporation (“Holdings”), The Hillman Group, Inc., a Delaware corporation (the “US Borrower”), The Hillman Group Canada ULC, a British Columbia unlimited liability company (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors, the Lenders listed on the signature pages hereto and Barclays Bank PLC, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Amended and Restated Credit Agreement (as defined below).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 19th, 2021 • Landcadia Holdings III, Inc. • Cutlery, handtools & general hardware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 12, 2021 by and among Landcadia Holdings III, Inc. (“Parent”), Helios Sun Merger Sub, Inc. (“Merger Sub”), HMAN Group Holdings Inc. (the “Company”) and CCMP Sellers’ Representative, LLC in its capacity as the stockholder representative (the “Stockholder Representative”). Parent, Merger Sub, the Company and the Stockholder Representative may collectively be referred to as the “Parties” and each individually as a “Party”. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Merger Agreement (as defined below).
AMENDMENT NO. 5Hillman Solutions Corp. • August 6th, 2024 • Cutlery, handtools & general hardware • New York
This Amendment No. 5, dated as of June 27, 2024 (this “Amendment”), is entered into by and among The Hillman Companies, Inc., a Delaware corporation (as successor in merger to Hillman Investment Company) (“Holdings”), The Hillman Group, Inc., a Delaware corporation (the “US Borrower”), The Hillman Group Canada ULC, a British Columbia unlimited liability company (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers” and each, a “Borrower”), the Subsidiary Guarantors, the Lenders and Issuing Banks listed on the signature pages hereto, and Barclays Bank PLC, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Amended Credit Agreement (as defined below).
