FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2021 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • 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”).
January 24, 2021 Landcadia Holdings III, Inc. Houston, Texas 77027 Re: Sponsor Letter Agreement Ladies and Gentlemen:Sponsor Letter Agreement • January 25th, 2021 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • 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.
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, 2021Merger Agreement • January 25th, 2021 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • 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
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 25th, 2021 • Hillman Companies Inc • Wholesale-machinery, equipment & supplies • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into this 24th day of January 2021, by and among Landcadia Holdings III, Inc., a Delaware corporation (“Landcadia”), and each of the undersigned (each, a “Holder” and collectively, the “Holders”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
