FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
50,000,000 Units LANDCADIA HOLDINGS III, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 2nd, 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 WARRANT AGREEMENTWarrant 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______________ 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”).
Landcadia Holdings III, Inc. Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 2nd, 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 AGREEMENTIndemnification 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”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase 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”).
LANDCADIA HOLDINGS III, INC 1510 West Loop South Houston, Texas 77027Administrative Support Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
AUTOMALYST LLC 520 Madison Avenue New York, New York 10022Membership Interest Subscription Agreement • October 2nd, 2020 • Landcadia Holdings III, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on August 24, 2020 by and between TJF, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Automalyst LLC, a Delaware limited liability company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase a 51.7% membership interest in the Company (the “Membership Interest”). The Company and the Subscriber’s agreements regarding such Membership Interest are as follows:
