WARRANT AGREEMENT LANDCADIA HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of _________, 2016Warrant Agreement • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _________, 2016, is by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2016, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of September 16, 2015, is made and entered into by and between Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Fertitta Entertainment, Inc., a Texas corporation (the “Buyer”).
Form of Warrant Certificate] [FACE]Warrant Agreement • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks
This Warrant Certificate certifies that ____________________, or registered assigns, is the registered holder of _______________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A Common Stock, $.0001 par value (“Class A Common Stock”), of Landcadia Holdings, Inc., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and nonassessable shares of Class A Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable by certified or official bank check payable to the Company (or through “cashless exercise” as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set
Landcadia Holdings, Inc. Houston, Texas 77027 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 28th, 2016 • 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 34,500,000 of the Company’s units (including up to 4,500,000 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 77027Letter Agreement • April 28th, 2016 • 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 34,500,000 of the Company’s units (including up to 4,500,000 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 • April 28th, 2016 • Landcadia Holdings, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2016 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. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE WARRANT TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCKLandcadia Holdings, Inc. • April 28th, 2016 • Blank checks
This certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
