Exhibit 10.1


 


FORM OF SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into a definitive agreement with HMAN Group Holdings,
Inc., a Delaware corporation (“Hillman”), Helios Sun Merger Sub, Inc., a Delaware corporation, and the other
parties thereto, providing for the combination of the Company and Hillman (the “Merger Agreement” and the transactions
contemplated by the Merger Agreement, the “Transaction”);


 


WHEREAS, in connection
with the Transaction, Subscriber desires to subscribe for and purchase from the Company, immediately prior to the consummation
of the Transaction, that number of shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of
$10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Subscribed Shares
being referred to herein as the “Purchase Price”), and the Company desires to issue and sell to Subscriber the
Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company; and


 


WHEREAS, concurrently
with the execution of this Subscription Agreement, the Company is entering into subscription agreements (the “Other Subscription
Agreements” and together with the Subscription Agreement, the “Subscription Agreements”) with certain
other investors (the “Other Subscribers” and together with Subscriber, the “Subscribers”),
pursuant to which such Subscribers have agreed to purchase on the closing date of the Transaction (the “Closing Date”),
inclusive of the Subscribed Shares, an aggregate amount of up to 37,500,000 shares of Common Stock, at the Per Share Price (the
shares of the Other Subscribers, the “Other Subscribed Shares” and together with the Subscribed Shares, the
 “Collective Subscribed Shares”).


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein
contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1.                  
Subscription. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby
agrees to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Purchase
Price, the Subscribed Shares (such subscription and issuance, the “Subscription”).


 


2.                  
Closing.


 


a.      
The consummation of the Subscription contemplated hereby (the “Closing”) shall occur on the Closing Date
concurrently with or immediately prior to the consummation of the Transaction and is contingent upon the closing of the Transaction.


 






     


     


    

 


b.       At
least five (5) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice
to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire
instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the Closing Date
set forth in the Closing Notice, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of
United States dollars in immediately available funds to the account specified by the Company in the Closing Notice, such
funds to be held by the Company in escrow until the Closing, and deliver to the Company such information as is reasonably
requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including the legal
name of the person in whose name the Subscribed Shares are to be issued. Upon satisfaction (or, if applicable, waiver) of the
conditions set forth in this Section 2, the Company shall deliver to Subscriber (or its nominee in accordance with its
delivery instructions) (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or other
restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of
Subscriber (or its nominee in accordance with its delivery instructions), and (ii) as promptly as practicable after the
Closing (and, in any event, within five (5) Business Days), evidence from the Company’s transfer agent of the issuance
to Subscriber of the Subscribed Shares on and as of the Closing Date; provided, that the Company’s obligation to issue
the Subscribed Shares to Subscriber is contingent upon the Company having received the Purchase Price in full in accordance
with this Section 2.b. In the event that the consummation of the Transaction does not occur within three (3) Business
Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company
and the Subscriber, the Company shall promptly (but in no event later than two (2) Business Days thereafter) return the funds
so delivered by Subscriber to the Company by wire transfer in immediately available funds to the account specified by
Subscriber, and any book entries representing the Subscribed Shares shall be deemed cancelled. Notwithstanding such return or
cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of
the conditions to Closing set forth in this Section 2 to be satisfied or waived on or prior to the Closing Date, and
(y) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber
shall remain obligated (A) to redeliver funds to the Company in accordance with this Section 2.b following the
Company’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the
conditions set forth in this Section 2. For the purposes of this Subscription Agreement, “Business
Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is
closed.


 


c.      
The obligation of the Company and the Subscriber to consummate the Closing shall be subject to the satisfaction by the Company
and Hillman of, or the valid waiver by the Company, Hillman and the Subscriber of the conditions that, on the Closing Date:


 


(i)                
no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction, or initiation
or threatening of any proceedings for any of such purposes, shall have occurred;


 


(ii)              
all conditions precedent to the closing of the Transaction set forth in the Merger Agreement, including the approval of
the Company’s stockholders, shall have been satisfied or waived in accordance with the terms thereof, and the closing of
the Transaction shall be scheduled to occur concurrently with or immediately following the Closing;


 


(iii)             all
consents, waivers, authorizations or orders of, any notice required to be made to, and any filing or registration with, any
court or other federal, state, local or other governmental authority, self-regulatory organization (including the Nasdaq
Stock Market) or other person in connection with the execution, delivery and performance of this Subscription Agreement
(including, without limitation, the issuance of the Subscribed Shares) required to be made in connection with the issuance
and sale of the Subscribed Shares shall have been obtained or made, except where the failure to so obtain or make would not
prevent the Company from consummating the transactions contemplated hereby, including the issuance and sale of the Subscribed
Shares; and


 






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(iv)             
no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or
regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the
transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated
hereby; and no such governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any such
restraint or prohibition (except in the case of a governmental authority located outside the United States where such restraint
or prohibition would not be reasonably expected to have a Company Material Adverse Effect).


 


d.       The
obligation of the Company to consummate the Closing shall be subject to the satisfaction or valid waiver by the Company and Hillman
of the additional conditions that, on the Closing Date:


 


(i)               
all representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all
material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse
Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date (other
than those representations and warranties expressly made as of an earlier date, which shall be true, and correct in all material
respects, or all respects, as applicable, as of such earlier date); and


 


(ii)              
Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.


 


e.       The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber
of the additional conditions that, on the Closing Date:


 


(i)               
all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in
all material respects (other than representations and warranties that are qualified as to materiality or Company Material Adverse
Effect (as defined below), which representations and warranties shall be true in all respects) at and as of the Closing Date (other
than those representations and warranties expressly made as of an earlier date, which shall be true, and correct in all material
respects, or all respects, as applicable, as of such earlier date);


 


(ii)               the
Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and


 






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(iii)            
except to the extent consented to in writing by Subscriber, the Merger Agreement (as filed with the Commission on or immediately
following the date hereof) shall not have been amended, modified, supplemented or waived in a manner which materially and adversely
affect the economics of the Subscribed Shares that Subscriber is acquiring pursuant to this Subscription Agreement.


 


f.       
Prior to or at the Closing, Subscriber shall deliver to the Company all such other information as is reasonably requested
in order for the Company to issue the Subscribed Shares to Subscriber, including a duly completed and executed Internal Revenue
Service Form W-9 or appropriate Form W-8.


 


3.            
Company Representations and Warranties. The Company represents and warrants to Subscriber that:


 


a.            
The Company (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
(ii) has the corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being
conducted and to enter into, deliver and perform its obligations under this Subscription Agreement, and (iii) is duly licensed
or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its
jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such
license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not
reasonably be expected to have a Company Material Adverse Effect. For purposes of this Subscription Agreement, a “Company
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to the Company
and its subsidiaries, taken together as a whole (on a consolidated basis), that, individually or in the aggregate, has a material
adverse effect on (a) the Company’s ability to consummate the transactions contemplated hereby, including the issuance and
sale of the Subscribed Shares or (b) the business, financial condition, or results of operations of the Company and its subsidiaries,
taken together as a whole (on a consolidated basis).


 


b.           
The Subscribed Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor
in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable and will not
have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational
documents or the laws of its jurisdiction of incorporation.


 


c.            
This Subscription Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization,
execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation
of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


d.            Assuming
the accuracy of the representations and warranties of Subscriber set forth in Section 4 of this Subscription
Agreement, the execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the
compliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions
contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease,
license or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of
the property or assets of the Company is subject; (ii) the organizational documents of the Company; or (iii) any statute or
any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over the Company or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a
Company Material Adverse Effect.


 






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e.            
Assuming the accuracy of the representations and warranties of the Subscriber set forth in Section 4 of this Subscription
Agreement, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any
filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization
(including the Nasdaq Stock Market) or other person in connection with the execution, delivery and performance of this Subscription
Agreement (including the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws,
(ii) the filing of the Registration Statement pursuant to Section 5 below, (iii) other required filings with the U.S. Securities
and Exchange Commission (the “Commission”) relating to the Transaction, (iv) those required by the Nasdaq Stock
Market, including with respect to obtaining stockholder approval, if applicable, (v) those required to consummate the Transaction
as provided under the Merger Agreement, (vi) the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, if applicable, and (vii) the failure of which to obtain would not be reasonably likely to have a Company Material Adverse
Effect.


 


f.            
As of their respective dates, all forms, reports, statements, schedules, proxies, registration statements and other documents
required to be filed by the Company with the Commission since its initial registration of its shares of Common Stock (the “SEC
Reports”) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities
Act”) and the Securities Exchange Act of 1934, and the rules and regulations of the Commission promulgated thereunder,
and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects
with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the
time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
year-end audit adjustments. There are no outstanding or unresolved comments in comment letters received by the Company from the
staff of the Commission with respect to any of the SEC Reports.


 


g.            As
of the date hereof and immediately prior to the Closing (prior to giving effect to the consummation of the Transaction and
the transactions contemplated by the Subscription Agreements), the authorized share capital of the Company consists of
380,000,000 shares of Common Stock, 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B
Common Stock”), and 1,000,000 preferred shares, par value $0.0001 per share (“Preferred
Shares”). As of the date hereof and immediately prior to the Closing (prior to giving effect to the consummation of
the Transaction and the transactions contemplated by the Subscription Agreements): (i) 50,000,000 shares of Common Stock,
12,500,000 shares of Class B Common Stock and no Preferred Shares were issued and outstanding; (ii) 24,666,667 warrants, each
exercisable to purchase one share of Common Stock at $11.50 per share (“Warrants”), were issued and
outstanding, including 8,000,000 private placement warrants; and (iii) no Common Stock was subject to issuance upon exercise
of outstanding options. No Warrants are exercisable on or prior to the Closing. All (i) issued and outstanding Common Stock
has been duly authorized and validly issued, is fully paid and non-assessable and is not subject to preemptive or similar
rights and (ii) outstanding Warrants have been duly authorized and validly issued, are fully paid and are not subject to
preemptive or similar rights. As of the date hereof and immediately prior to the Closing, except as set forth above and
pursuant to (i) the Other Subscription Agreements, and (ii) the Merger Agreement, there are no outstanding options, warrants
or other rights to subscribe for, purchase or acquire from the Company any Common Stock or other equity interests in the
Company (collectively, “Equity Interests”) or securities convertible into or exchangeable or exercisable
for Equity Interests. Except as set forth above and pursuant to the Merger Agreement, the Company has no subsidiaries and
does not own, directly or indirectly, interests or investments (whether equity or debt) in any person, whether incorporated
or unincorporated. There are no stockholder agreements, voting trusts or other agreements or understandings to which the
Company is a party or by which it is bound relating to the voting of any Equity Interests, other than (A) the letter
agreements entered into by the Company in connection with the Company’s initial public offering on October 8, 2020
pursuant to which the Company’s sponsors and the Company’s executive officers and independent directors agreed to
vote in favor of any proposed Business Combination (as defined therein), which includes the Transaction, and (B) as
contemplated by the Merger Agreement. Except as described in the SEC Reports, there are no securities or instruments issued
by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance
of (i) the Subscribed Shares or (ii) the shares to be issued pursuant to any Other Subscription Agreement.


 






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h.           
Except for such matters as have not had and would not be reasonably likely to have a Company Material Adverse Effect, there
is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of
the Company, threatened in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental
authority or arbitrator outstanding against the Company.


 


i.             
The issued and outstanding shares of Common Stock are registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and are listed for trading on the Nasdaq Stock Market under the symbols
 “LCY,” “LCYAW” and “LCYAU.” There is no suit, action, proceeding or investigation pending or,
to the knowledge of the Company, threatened against the Company by the Nasdaq Stock Market or the Commission with respect to any
intention by such entity to deregister the shares of Common Stock or prohibit or terminate the listing of the shares of Common
Stock on the Nasdaq Stock Market. The Company has taken no action that is designed to terminate the registration of the shares
of Common Stock under the Exchange Act.


 






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j.                   
 Upon consummation of the Transaction, the issued and outstanding shares of Common Stock will be registered pursuant to
Section 12(b) of the Exchange Act and will be listed for trading on the Nasdaq Stock Market.


 


k.                  
Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 4 of this Subscription
Agreement, no registration under the Securities Act is required for the offer, delivery or sale of the Subscribed Shares by the
Company to Subscriber.


 


l.                   
Neither the Company nor any person acting on its behalf has engaged or will engage in any form of general solicitation or
general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Subscribed Shares. Furthermore,
neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any Company security
or solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section
4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration
of the issuance of the Subscribed Shares under the Securities Act.


 


m.                
Except for Jefferies LLC and Barclays Capital Inc. (the “Placement Agents”), no broker or finder is entitled
to any brokerage or finder’s fee or commission solely in connection with the sale of the Subscribed Shares to Subscriber.


 


n.                  
The Company is not, and immediately after receipt of payment for the Collective Subscribed Shares will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


o.                  
Except for such matters as have not had a Company Material Adverse Effect,
the Company is, and has been since its inception, in compliance with all state and federal laws applicable to the conduct of its
business. The Company has not received any written, or to its knowledge, other communication from a governmental entity that alleges
that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance,
default or violation would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.


 


p.                  
The Company has not entered into any subscription agreement, side letter or similar agreement with any investor in connection
with such investor’s direct or indirect investment in the Company other than (i) the Merger Agreement, and (ii) the Other
Subscription Agreements. The Other Subscription Agreements have not been amended in any material respect following the date of
this Subscription Agreement and reflect the same Per Share Price and terms that are not materially more favorable to any such Other
Subscriber thereunder than the terms of this Subscription Agreement.


 


q.                  
The Company acknowledges and agrees that, notwithstanding anything herein to the contrary, the Subscribed Shares may be
pledged by Subscriber in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment
of the Subscribed Shares hereunder, and Subscriber effecting a pledge of Subscribed Shares shall not be required to provide Company
with any notice thereof or otherwise make any delivery to Company pursuant to this Agreement. Company hereby agrees to execute
and deliver such documentation as a pledgee of the Subscribed Shares may reasonably request in connection with a pledge of the
Subscribed Shares to such pledgee by Subscriber.


 









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4.                  
Subscriber Representations and Warranties. Subscriber represents and warrants to the Company that:


 


a.                  
Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation,
and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement.


 


b.                  
This Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution
and delivery of the same by the Company, this Subscription Agreement shall constitute the valid and legally binding obligation
of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.


 


c.                  
The execution and delivery of this Subscription Agreement, the purchase of the Subscribed Shares and the compliance by Subscriber
with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not
conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the
terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber
is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational
documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or
body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii),
would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber
Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber
that would reasonably be expected to have a material adverse effect on Subscriber’s ability to consummate the transactions
contemplated hereby, including the purchase of the Subscribed Shares.


 


d.                  
Subscriber (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an
 “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements
set forth on Annex A, (ii) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if
Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such
account is a qualified institutional buyer and Subscriber has full investment discretion with respect to each such account, and
the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each
such account, and (iii) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act (and has provided the Company with the requested information on Annex A following the
signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Shares and is an
 “institutional account” as defined in FINRA Rule 4512(c).


 









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e.                  
 Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act. Subscriber
understands that the Subscribed Shares may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an
effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, or (ii) pursuant
to an applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance
with any applicable securities laws of the states and other jurisdictions of the United States, and as a result of these transfer
restrictions, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk
of an investment in the Subscribed Shares for an indefinite period of time. Subscriber acknowledges and agrees that, except as
otherwise set forth in Section 3.q, the Subscribed Shares will not be eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 promulgated under the Securities Act until at least one year from the Closing Date. Subscriber understands
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed
Shares.


 


f.                   
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber
further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties,
covenants or agreements made to Subscriber by the Company, Hillman, the Placement Agents, any of their respective affiliates or
any control persons, officers, directors, employees, partners, agents or representatives, any other party to the Transaction or
any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements
of the Company set forth in this Subscription Agreement. Notwithstanding the foregoing, the Subscriber and the other parties hereto
agree for the express benefit of the Placement Agents and each of their respective affiliates and representatives that none of
the Placement Agents or any of their respective affiliates or representatives (i) have any duties or obligations other than those
specifically set forth herein, (ii) make any representation or warranty, or have responsibilities as to the validity, accuracy,
value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company pursuant to this
Subscription Agreement or in connection with the Transaction, or any documents related to the Transaction, including any information
in any offering document, (iii) shall be liable for any improper payments made in accordance with the information provided by the
Company or (iv) shall be liable (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed
to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or (y) for anything
which any of them may do or refrain from doing in connection with this Subscription Agreement, in each case, absent such person’s
own gross negligence, fraud or willful misconduct. Subscriber acknowledges that certain information provided by the Company was
based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are
subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the projections.


 






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g.                   In
making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by
Subscriber. Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in
order to make an investment decision with respect to the Subscribed Shares, including with respect to the Company, the
Transaction and Hillman and its subsidiaries (collectively, the “Acquired Companies”). Without limiting
the generality of the foregoing, Subscriber acknowledges that Subscriber has had the opportunity to review the SEC Reports.
Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full
opportunity to ask such questions, receive such answers and obtain such information as Subscriber and its professional
advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber
acknowledges and agrees that none of the Placement Agents, or any affiliate of the Placement Agents has provided Subscriber
with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired.
None of the Placement Agents or any of their respective affiliates, has made or makes any representation as to the Company or
the Acquired Companies or the quality or value of the Subscribed Shares and the Placement Agents and any of their respective
affiliates may have acquired non-public information with respect to the Company or the Acquired Companies which Subscriber
agrees need not be provided to it. Neither the Placement Agent nor any of its representatives has any responsibility with
respect to the completeness or accuracy of any information or materials furnished to such Subscriber in connection with the
transactions contemplated hereby. In connection with the issuance of the Subscribed Shares to Subscriber, none of the
Placement Agents or any of their respective affiliates has acted as a financial advisor or fiduciary to Subscriber. The
Subscriber acknowledges that the Placement Agents, their affiliates and representatives shall be entitled to (i) rely on, and
shall be protected in acting upon, any certificate, instrument, opinion, notice, letter or any other document or security
delivered to any of them by or on behalf of the Company, and (ii) be indemnified by the Company for acting as Placement
Agent.


 


h.                  
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and
the Company, or their respective representatives or affiliates, or by means of contact from the Placement Agents and the Subscribed
Shares were offered to Subscriber solely by direct contact between Subscriber and the Company, or their respective representatives
or affiliates. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered
to Subscriber, by any other means. Subscriber acknowledges that the Company represents and warrants that the Subscribed Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


i.                   
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought,
such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision.


 


j.                   
Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined
that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable
future to bear the economic risk of a total loss of Subscriber’s investment in the Company. Subscriber acknowledges specifically
that a possibility of total loss exists.


 


k.                  
Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Subscribed Shares or made any findings or determination as to the fairness of this investment.


 









    10


     


    

 


l.                   
 Subscriber is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered
by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order
issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity prohibited
by any sanctions program by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the
United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), (ii) a Designated National
as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (iii) a non-U.S. shell bank or providing banking services
indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Subscriber agrees to provide law
enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to
do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C.
Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under
the BSA/PATRIOT Act. Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed
for the screening of its investors against Sanctions, including the OFAC List. Subscriber further represents and warrants that,
to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Subscribed Shares were legally derived.


 


m.                
If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account
or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section
3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing
but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar
to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction
provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) neither the Company, nor any of its
respective affiliates (the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied
on for advice, with respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall
at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer
the Subscribed Shares and (ii) the acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code.


 


n.                  
Subscriber at the Closing will have sufficient funds to pay the Purchase Price pursuant to Section 2.a.


 


o.                  
Subscriber agrees that, notwithstanding Section 8.i, the Placement Agents may rely upon the representations and warranties
made by Subscriber to the Company in this Subscription Agreement.


 


p.                   No
foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign
state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company
as a result of the purchase and sale of the Subscribed Shares hereunder such that a declaration to the Committee on Foreign
Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as
defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of the
Subscribed Shares hereunder.


 






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5.                  
Registration of Subscribed Shares; Certain Transactions.


 


a.                   The
Company agrees that, within thirty (30) days after Closing Date, the Company will file with the Commission (at the
Company’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the
 “Registration Statement”), and the Company shall use its commercially reasonable efforts to have the
Registration Statement declared effective as soon as practicable after the filing thereof, but no later than sixty (60)
calendar days following the Closing Date (the “Effectiveness Deadline”), provided, that the
Effectiveness Deadline shall be extended to ninety (90) calendar days after the Closing Date if the Registration Statement is
reviewed by, and comments thereto are provided from, the Commission; provided, that if such day falls on a Saturday, Sunday
or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business
Day on which the Commission is open for business. The Company shall provide a draft of the Registration Statement to
Subscriber for review (but not comment) at least two (2) Business Days in advance of filing the Registration Statement;
provided that, in no event shall the Company be required to delay or postpone the filing of such Registration Statement as a
result of or in connection with Subscriber’s review. Unless otherwise agreed to in writing by Subscriber, Subscriber
shall not be identified as a statutory underwriter in the Registration Statement unless requested by the Commission;
provided, that if the Commission requests that Subscriber be identified as a statutory underwriter in the Registration
Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request
to the Company. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the
shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities
Act for the resale of the Subscribed Shares by the applicable stockholders or otherwise, such Registration Statement shall
register for resale such number of Subscribed Shares which is equal to the maximum number of Subscribed Shares as is
permitted by the Commission. In such event, the number of Subscribed Shares to be registered for each selling stockholder
named in the Registration Statement shall be reduced pro rata among all such selling stockholders. The Company agrees
that, except for such times as the Company has suspended the use of the prospectus forming part of a Registration Statement
in accordance with this Subscription Agreement, the Company will use its commercially reasonable efforts to cause such
Registration Statement to remain effective with respect to Subscriber until the earlier of (i) three (3) years from the
effective date of the Registration Statement, (ii) the date on which all of the Subscribed Shares shall have been sold, or
(iii) on the first date on which Subscriber can sell all of its Subscribed Shares (or shares received in exchange therefor)
under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be
sold (the “Registration Period”). If requested by Subscriber, the Company shall use its commercially
reasonable efforts to cause the removal of the restrictive legends from (i) any Subscribed Shares being sold under the
Registration Statement, (ii) any Registrable Securities (as defined below) at the time of sale pursuant to Rule 144 and
(iii) at the request of a Holder (as defined below) at such time as any Registrable Securities held by such Holder may
be sold by such Holder without restriction under Rule 144, including without limitation, any volume and manner of sale
restrictions upon the receipt of customary representations and other documentation, if any, from the Holder as reasonably
requested by the Company, its counsel or the transfer agent, establishing that restrictive legends are no longer required.
Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of
Subscribed Shares to the Company (or its successor) upon request to assist the Company in making the determination described
above. The Company’s obligations to include the Subscribed Shares in the Registration Statement are contingent upon
Subscriber furnishing in writing to the Company such information regarding Subscriber, the securities of the Company held by
Subscriber and the intended method of disposition of the Subscribed Shares as shall be reasonably requested by the Company to
effect the registration of the Subscribed Shares, and Subscriber shall execute such documents in connection with such
registration as the Company may reasonably request that are customary of a selling stockholder in similar situations,
provided that Subscriber shall not in connection with the foregoing be required to execute any lock-up or similar agreement
or otherwise be subject to any contractual restriction on the ability to transfer the Subscribed Shares. Any failure by the
Company to file the Registration Statement within thirty (30) days after Closing Date or to effect such Registration
Statement by the Effectiveness Date shall not otherwise relieve the Company of its obligations to file or effect the
Registration Statement as set forth in this Section 5. “Registrable Securities” shall mean, as of any date
of determination, the Subscribed Shares and any other equity security issued or issuable with respect to the Subscribed
Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event,
provided, however, that such securities shall cease to be Registrable Securities at the earliest of (A) three (3) years from
the issuance of the Subscribed Shares, (B) the date all Subscribed Shares held by a Holder may be sold by such Holder without
volume or manner of sale limitations pursuant to Rule 144 and without the requirement for the Company to be in compliance
with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), (C) the date on which
such securities have actually been sold by a Holder, or (D) when such securities shall have ceased to be outstanding.
 “Holder” shall mean Subscriber or any affiliate of Subscriber to which the rights under this Section 5
shall have been assigned.


 






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b.           
In the case of the registration, qualification, exemption or compliance effected by the Company pursuant to this Subscription
Agreement, the Company shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification,
exemption and compliance. At its expense, the Company shall:


 


(i)                except
for such times as the Company has suspended the use of the prospectus forming part of a Registration Statement in accordance with
this Subscription Agreement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption
or compliance under state securities laws which the Company determines to obtain, continuously effective with respect to Subscriber,
and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements
or omissions for the Registration Period;


 


(ii)               use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration
Statement as soon as reasonably practicable;


 


(iii)             upon
the occurrence of any event contemplated above, except for such times as the Company is permitted hereunder to suspend, and
has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially
reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such Registration Statement or
a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of
the Subscribed Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading;


 






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(iv)             
use its commercially reasonable efforts to cause all Subscribed Shares to be listed on each securities exchange or market,
if any, on which the shares of Common Stock have been listed; and


 


(v)               use
its commercially reasonable efforts to file all reports and other materials, and provide all customary and reasonable cooperation,
necessary to enable Subscriber to resell the Subscribed Shares pursuant to the Registration Statement or Rule 144 of the
Securities Act, as applicable.


 


c.             In
the case of the registration effected by the Company pursuant to this Subscription Agreement, the Company shall, upon reasonable
request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement
for an underwritten offering of Subscribed Shares. Notwithstanding anything to the contrary contained herein, the Company may
delay or postpone filing of such Registration Statement, and from time to time require Subscriber not to sell under the Registration
Statement or suspend the use or effectiveness of any such Registration Statement if it determines that in order for the registration
statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could
materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information
that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided,
that, (i) the Company shall not so delay filing or so suspend the use of the Registration Statement for a period of more than
sixty (60) consecutive days or more than two (2) times in any three hundred and sixty (360) day period and (ii) the Company shall
use commercially reasonable efforts to make such registration statement available for the sale by Subscriber of such securities
as soon as practicable thereafter. Upon receipt of any written notice from the Company (which notice shall not contain any material
non-public information regarding the Company) of the happening of any Suspension Event during the period that the Registration
Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue
statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees
that (i) it will immediately discontinue offers and sales of the Subscribed Shares under the Registration Statement (excluding,
for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended
prospectus (which the Company agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and
receives notice that any post-effective amendment has become effective or unless otherwise notified by the Company that it may
resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice
delivered by the Company unless otherwise required by law or subpoena. If so directed by the Company, Subscriber will deliver
to the Company or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares
in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering
the Subscribed Shares shall not apply (i) to the extent Subscriber is required to retain a copy of such prospectus (a) in order
to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide
pre-existing document retention policy or (ii) to copies stored electronically on archival servers as a result of automatic data
back-up.


 






    14


     


    

 


d.             For purposes of this Section 5, “Subscribed Shares” shall mean, as of any date of determination, the
Subscribed Shares purchased by Subscriber pursuant to this Subscription Agreement and any other equity security issued or issuable
with respect to the Subscribed Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement
or similar event, including any equity securities received with respect to the Subscribed Shares pursuant to the Transaction.


 


e.              The Company shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber
(to the extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, stockholders,
affiliates, employees and investment advisers of Subscriber, each person who controls Subscriber (within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, managers, stockholders,
agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees) and
expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged
untrue statement of a material fact contained (or incorporated by reference) in the Registration Statement, any prospectus included
in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus,
or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions
or alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by Subscriber expressly
for use therein or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities
law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section 5. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party and
shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, the Company’s indemnification
obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior
written consent of the Company (which consent shall not be unreasonably withheld or delayed).


 






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f.              Subscriber
shall, severally and not jointly with any Other Subscriber, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon any untrue or
alleged untrue statement of a material fact contained in any Registration Statement, any prospectus included in the
Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement
thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that
such untrue statements or omissions are based upon information regarding Subscriber furnished in writing to the Company by
Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in amount than the dollar
amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares giving rise to such indemnification
obligation. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in
settlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which
consent shall not be unreasonably withheld or delayed).


 


6.            Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and
all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect
thereof, upon the earlier to occur of (a) such date and time as the Merger Agreement is terminated in accordance with its terms,
(b) upon the mutual written agreement of the Company, Hillman and the Subscriber to terminate this Subscription Agreement, (c)
if, on the Closing Date of the Transaction, any of the conditions to Closing set forth in Section 2 of this Subscription
Agreement have not been satisfied as of the time required hereunder to be so satisfied or waived by the party entitled to grant
such waiver and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated, or (d)
July 24, 2021 (the “Outside Date”); provided, that nothing herein will relieve any party from liability for
any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity
to recover reasonable and documented out-of-pocket losses, liabilities or damages arising from such breach. The Company shall promptly
(and, in any event, within two (2) Business Days) notify Subscriber of the termination of the Merger Agreement promptly after the
termination thereof.


 


7.            Trust
Account Waiver. Subscriber hereby acknowledges that the Company has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public
stockholders and certain other parties (including the underwriters of the IPO). For and in consideration of the Company entering
into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Subscriber hereby (i) agrees that it does not now and shall not at any time hereafter have any right, title, interest
or claim of any kind in or to any assets held in the Trust Account, and shall not make any claim against the Trust Account, regardless
of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other
matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any
and all such claims are collectively referred to hereafter as the “Released Claims”), (ii) irrevocably waives
any Released Claims that it may have against the Trust Account now or in the future as a result of, or arising out of, any negotiations,
contracts or agreements with the Company, and (iii) will not seek recourse against the Trust Account for any reason whatsoever;
provided however, that nothing in this Section 7 (x) shall serve to limit or prohibit the Subscriber’s right
to pursue a claim against Company for legal relief against assets held outside the Trust Account, for specific performance or
other equitable relief, (y) shall serve to limit or prohibit any claims that the Subscriber may have in the future against
Company’s assets or funds that are not held in the Trust Account (including any funds that have been released from the Trust
Account and any assets that have been purchased or acquired with any such funds) or (z) shall be deemed to limit any Subscriber’s
right to distributions from the Trust Account in accordance with the Company’s amended and restated certificate of incorporation
in respect of Common Stock of the Company acquired by any means other than pursuant to this Subscription Agreement.


 




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8.             Miscellaneous.


 


a.             All
notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent, if
sent by electronic mail, during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (iii) one Business Day after being sent to the recipient by reputable overnight courier
service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified
on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in
accordance with this Section 8.a. A courtesy electronic copy of any notice sent by methods (i), (iii), or (iv) above shall
also be sent to the recipient via electronic mail if provided in the applicable signature page hereof or to an electronic mail
address as subsequently modified by written notice given in accordance with this Section 8.a.


 


b.             Subscriber
acknowledges that the Company, Hillman and others will rely on the acknowledgments, understandings, agreements, representations
and warranties contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company
and Hillman if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of
Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber and others
will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.
Prior to the Closing, the Company agrees to promptly notify Subscriber if it becomes aware that any of the acknowledgments, understandings,
agreements, representations and warranties of the Company set forth herein are no longer accurate in all material respects.


 


c.              Each of the Company, Hillman, the Placement Agents and Subscriber is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.


 


d.             Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.


 


e.             Neither
this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired
hereunder, if any and Subscriber’s rights under Section 5 hereof) may be transferred or assigned. Neither this Subscription
Agreement nor any rights that may accrue to the Company hereunder may be transferred or assigned (provided, that, for the avoidance
of doubt, the Company may transfer the Subscription Agreement and its rights hereunder solely in connection with the consummation
of the Transaction and exclusively to another entity under the control of, or under common control with, the Company). Notwithstanding
the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates
(including other investment funds or accounts managed or advised by the investment manager who acts on behalf of the Subscriber)
or, with the Company’s prior written consent, to another person, provided that no such assignment shall relieve Subscriber
of its obligations hereunder if any such assignee fails to perform such obligations, unless the Company has given its prior written
consent to such relief.


 




    17


     


    

 


f.               All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive
the Closing.


 


g.              The
Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Subscribed Shares and to register the Subscribed Shares for resale, and Subscriber shall promptly
provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its
internal policies and procedures; provided, that the Company agrees to keep any such information provided by Subscriber
confidential, except to the extent required to be included in the Registration Statement. Subscriber acknowledges that the Company
may file a copy of the form of this Subscription Agreement with the Commission as an exhibit to a periodic report or a registration
statement of the Company.


 


h.              This
Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 6
above) except by an instrument in writing, signed by each of the parties hereto; provided, that no amendment, modification, waiver
or termination (other than pursuant to the terms of Section 6 above) of the provisions of this Subscription Agreement shall
be effective without the prior written consent of Hillman (other than amendments, modifications or waivers that are solely ministerial
in nature or otherwise immaterial and do not affect any economic or any other material term of this Subscription Agreement).


 


i.               This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except as set forth in Section
8.m, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto and
their respective permitted successors and assigns.


 


j.               Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon,
such heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


k.              If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


l.              Paragraph titles are for descriptive purposes only and shall not control or alter the meaning
of this Subscription Agreement as set forth in the text. For purposes of this Subscription Agreement, wherever the words “include,”
 “includes,” or “including” are used in this Subscription Agreement, they shall be deemed to be followed
by the words “without limitation.”


 


m.             This
Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or
in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same
document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.


 




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n.             This Subscription Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person; provided, however,
that (i) Hillman shall be an intended third party beneficiary of Section 2.c, Section 2.d, Section 6, Section
8.b, Section 8.c, Section 8.h, this Section 8.n and the last sentence of Section 8.o hereof, (ii)
the Placement Agents may rely on the representations, warranties, agreements and covenants of the Company contained in this Subscription
Agreement and may rely on the representations and warranties of the respective Subscribers contained in this Subscription Agreement
as if such representations, warranties, agreements, and covenants, as applicable, were made directly to the Placement Agent and
(iii) the beneficiaries of the indemnity provisions set forth in Section 5.b and Section 5.c shall be intended third
party beneficiaries of such Sections.


 


o.             The
parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically
the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled
at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge and agree that Hillman shall be entitled
to seek to specifically enforce Subscriber’s obligations to fund the Purchase Price and the provisions of this Subscription
Agreement of which Hillman is an intended third party beneficiary, in each case, on the terms and subject to the conditions set
forth herein.


 


p.             This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without
regard to the principles of conflicts of laws that would otherwise require the application of the law of any other state.


 


q.             EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY
AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY
PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION
AGREEMENT.


 






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r.              The
parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription
Agreement must be brought exclusively in the Court of Chancery of the state of Delaware and any state appellate court
therefrom within the state of Delaware (or, if the Court of Chancery of the state of Delaware declines to accept jurisdiction
over a particular matter, any federal court within the state of Delaware or, in the event each federal court within the state
of Delaware declines to accept jurisdiction over a particular matter, any state court within the state of Delaware)
(collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive
jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be
brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction and any objection
which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court,
including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has
been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process,
summons, notice or document to a party hereof in compliance with Section 8.a of this Subscription Agreement shall be
effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which
the parties have submitted to jurisdiction as set forth above.


 


s.             This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon,
arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement,
may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific
obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator,
manager, member, partner, stockholder, direct or indirect equityholder, affiliate, agent, attorney or other representative of the
Company, Hillman, any Placement Agent or the Subscriber or of any affiliate or family member of any of the foregoing, or any of
their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this
Subscription Agreement or otherwise arising out of or relating to this Subscription Agreement or any Other Subscription Agreements,
the negotiation hereof or thereof or its subject matter, or for any claim, action, suit or other legal proceeding based on, in
respect of or by reason of the transactions contemplated hereby or thereby.


 


t.              The
Company shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this
Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K
(collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated
hereby (and by the Other Subscription Agreements), the Transaction and any other material, nonpublic information that the
Company has provided to Subscriber at any time prior to the filing of the Disclosure Document. From and after the issuance of
the Disclosure Document, to the Company’s actual knowledge, Subscriber shall not be in possession of any material,
non-public information received from the Company or any of its officers, directors or employees or the Placement Agents and
Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether
written or oral with Company, the Placement Agents, or any of their affiliates in connection with the Transactions.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of Subscriber or any affiliate or investment
adviser of Subscriber, or include the name of Subscriber or any affiliate or investment adviser of Subscriber in any press
release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent
(including by e-mail) of Subscriber, except as required by the federal securities laws, rules or regulations and to the
extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or
regulatory agency or under Nasdaq Stock Market regulations, in which case the Company shall provide Subscriber with prior
written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding
such disclosure.


 






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u.             The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance
of the obligations of any Other Subscriber under this Subscription Agreement or any other investor under the Other Subscription
Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription Agreement has been made by
Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial
or otherwise) or prospects of the Company, Hillman or any of their respective subsidiaries which may have been made or given by
any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any
of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising
from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement,
and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute the Subscriber and other
investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber
and other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated
by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted
as agent for the Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent
of the Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription
Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights
arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as
an additional party in any proceeding for such purpose.


 


[Signature pages follow.]


 




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IN WITNESS WHEREOF,
each of the Company and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative
as of the date first set forth above.


 


	 	LANDCADIA HOLDINGS III, INC.
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 	 
	 	1510 West Loop South
	 	Houston, Texas 77027






 






     


     


    

 


 





	 	SUBSCRIBER:
	 	 	 
	 	Print Name: 	 
	 	 	 
	 	By:    	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 


 


	 	 	 
	 	 	 
	Number of Subscribed Shares subscribed for:		 
	 	 	 
	Price Per Subscribed Share:	$10.00	 
	 	 	 
	Aggregate Purchase Price:	$	 


 


You must pay the Purchase
Price by wire transfer of United States dollars in immediately available funds to the account of the Company specified by the Company
in the Closing Notice.


 




     


     


    

 


Annex
A


 





ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This Annex A should be completed and signed
by Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



 


		 ̈	Subscriber is a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act).



 


** OR **


 


		B.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		 ̈	Subscriber is an “accredited investor” (within the meaning of Rule 501(a) under the
Securities Act) and has marked and initialed the appropriate box below indicating the provision under which it qualifies as an
 “accredited investor.”



 


** AND **


 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


		 ̈	is:



 


		 ̈	is not:



 


			an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company
                                                                              or acting on behalf of an affiliate of the Company.



 


Rule 501(a), in relevant
part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories,
or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities
to that person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which
apply to Subscriber and under which Subscriber accordingly qualifies as an institutional “accredited investor.”


 


		 ̈	Any bank, registered broker or dealer, insurance company, registered investment company, business
development company, small business investment company, private business development company, or rural business investment company;



 


		 ̈	Any investment adviser registered pursuant to section 203 of the Investment Advisers Act or registered
pursuant to the laws of a state;



 


		 ̈	Any investment adviser relying on the exemption from registering with the Commission under section
203(l) or (m) of the Investment Advisers Act;



 




     


     


    

 


		 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		 ̈	Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security
Act of 1974 (“ERISA”), if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA,
which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee
benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made
solely by persons that are “accredited investors”;



 


		 ̈	Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business
trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code, in each case that was not formed for
the specific purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;



 


		 ̈	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation
D under the Securities Act;



 


		 ̈	Any entity, other than an entity described in the categories of “accredited investors”
above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;



 


		 ̈	Any “family office,” as defined under the Investment Advisers Act that satisfies all
of the following conditions: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific
purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge
and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective
investment;



 


		 ̈	Any “family client,” as defined under the Investment Advisers Act, of a family office
meeting the requirements in the previous paragraph and whose prospective investment in the issuer is directed by such family office
pursuant to the previous paragraph; or



 


		 ̈	Any entity in which all of the equity owners are “accredited investors”.



 


[Specify
which tests:                       ]


 


Any director, executive officer,
or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner
of a general partner of that issuer;


 


Any natural person whose
individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. For
purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be
included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair
market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except
that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days
before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be
included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the
estimated fair market value of the primary residence at the time of the sale of securities shall be included as a
liability;


 






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Any natural person who had an individual
income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent
in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current
year;


 


Any natural person holding in good
standing one or more professional certifications or designations or credentials from an accredited educational institution that
the Commission has designated as qualifying an individual for accredited investor status; or


 


Any natural person who is a “knowledgeable
employee,” as defined in the Investment Company Act, of the issuer of the securities being offered or sold where the issuer
would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or
section 3(c)(7) of such act.


 


	 	SUBSCRIBER:
	 	Print Name: 
	 	 	 
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 



 






    3