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”).
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
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.
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).
LOCK-UP AGREEMENTLock-Up Agreement • July 20th, 2021 • Hillman Solutions Corp. • Cutlery, handtools & general hardware • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger, dated January 24, 2021, by and among Landcadia Holdings III, Inc., a Delaware corporation (“Parent”), Helios Sun Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), HMAN Group Holdings Inc., a Delaware corporation (“Hillman”), and the stockholder representative thereunder (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
HILLMAN SOLUTIONS CORP. 2021 Equity Incentive Plan Non-Statutory Stock Option AgreementNon-Statutory 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.
Restricted Stock Unit Agreement (Non-Employee Directors)Restricted 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.
