REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__________], 201[_], is made and entered into by and among Landcadia Holdings, Inc., a Delaware corporation (the “Company”), Fertitta Entertainment, Inc., a Texas corporation (the “FEI Sponsor”), Leucadia National Corporation, a New York corporation (the “Leucadia Sponsor” and, collectively with the FEI Sponsor, the “Sponsors”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [__________], 201[_], by and between LANDCADIA HOLDINGS, INC., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), is by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and the party set forth on the signature page hereto under “Purchaser” (the “Purchaser”).
Landcadia Holdings, Inc. Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 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 warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per one-half share ($11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
Landcadia Holdings, Inc. Houston, Texas 77027Underwriting Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Deutsche Bank Securities Inc., as representatives of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 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 warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per one-half share ($11.50 per whole share), subject to adjustment. The Units shall be sold in the Public Offering pursuant to a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__________], 201[_] by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LANDCADIA HOLDINGS, INC.Administrative Services Agreement • December 23rd, 2015 • Landcadia Holdings, Inc. • Blank checks • New York
This letter agreement by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Fertitta Entertainment, Inc., a Texas corporation, 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 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”):
