Exhibit 10.1


 


[       ],
2019


 


Landcadia Holdings II, Inc.

1510 West Loop South

Houston, Texas 77027


 


Re:Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter
Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) entered into by and among Landcadia Holdings II, Inc., a Delaware corporation (the “Company”),
and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant.
Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock
at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on The Nasdaq Capital Market (“Nasdaq”). Certain capitalized terms
used herein are defined in paragraph 12 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each of Fertitta Entertainment Inc. (“FEI”)
and Jefferies Financial Group Inc. (“Jefferies”) (each, a “Sponsor” and collectively,
the “Sponsors”) and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	Each Sponsor and each Insider agrees that if the Company
seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it,
he or she shall (i) vote any shares of Common Stock owned by it, him or her in favor of any proposed Business Combination and
(ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company
seeks to consummate a proposed Business Combination by engaging in a tender offer, each Sponsor and each Insider agrees that it,
he or she will not seek to sell any shares of Common Stock owned by it, him or her to the Company in connection therewith.



 


		2.	(a)Each Sponsor and each Insider hereby agrees that
in the event that the Company fails to consummate a Business Combination within 24 months from the closing of the Public Offering,
or such later period approved by the Company’s stockholders in accordance with the Company’s third amended and restated
certificate of incorporation (as it may be amended from time to time, the “Charter”), each Sponsor and
each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below),
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements
of applicable law. Each Sponsor and each Insider agrees to not propose any amendment to the Charter to modify the substance or
timing of the Company’s obligation (i) to redeem 100% of the Offering Shares if the Company does not complete a Business
Combination by the date set forth in the Charter or (ii) to provide for redemption in connection with a Business Combination,
unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Offering Shares.



 






     


     


    

 





(b) Each
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares held by it, him or her. Each Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock
held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a stockholder vote to approve such Business
Combination or a stockholder vote to approve an amendment to the Charter to modify the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business Combination within the time period
set forth in the Charter or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the
Sponsors, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to any
Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the
Charter).


 


		3.	During the period commencing on the effective date of
the Underwriting Agreement and ending 180 days after such date, each Sponsor and each Insider shall not, without the prior written
consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect
to any Units, shares of Common Stock (including, but not limited to, Founder Shares), Warrants or any securities convertible into,
or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock
(including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each
of the Insiders and each Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release
through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver
granted shall only be effective two business days after the publication date of such press release. The provisions of this paragraph
will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.



 


		4.	In the event of the liquidation of the Trust Account
upon the failure of the Company to consummate its initial Business Combination within the time period set forth in the Charter,
each Sponsor (together, the “Indemnitors”) jointly and severally agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending
or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or
products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitors (x) shall apply only to the extent
necessary to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below
the lesser of (i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the
date of the liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to
reductions in the value of the trust assets, less interest earned on the Trust Account which may be withdrawn to pay taxes, (y)
shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in
the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Each Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the
Company if, within 15 days following written receipt of notice of the claim to such Indemnitor, such Indemnitor notifies the Company
in writing that it shall undertake such defense.



 






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		5.	To the extent that the Underwriters do not exercise their
over-allotment option to purchase up to an additional 3,750,000 Units within 45 days from the date of the Prospectus (and as further
described in the Prospectus), the Sponsors agree to forfeit, at no cost, a number of Founder Shares in the aggregate equal to
937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,750,000 The forfeiture will be adjusted
to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial Stockholders will
own an aggregate of 20.0% of the Company’s issued and outstanding shares of Common Stock after the Public Offering. The
number of Founder Shares to be forfeited by each Sponsor pursuant to this paragraph 5 shall be on a pro rata basis, 51.7% of such
Founder Shares to be forfeited by FEI and 48.3% to be forfeited by Jefferies.



 


		6.	Each Sponsor and each Insider hereby agrees and acknowledges
that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by either Sponsor or an Insider
of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a) and 7(b), as applicable, of this Letter Agreement (ii) monetary
damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief,
in addition to any other remedy that such party may have in law or in equity, in the event of such breach.



 


		7.	(a)Each Sponsor and each Insider agrees that it,
he or she shall not Transfer any Founder Shares (or any shares of Common Stock issuable upon conversion thereof) until the earlier
of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination,
(x) if the last sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares
Lock-up Period”).



 


(b) Each Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or shares of
Common Stock issued or issuable upon the exercise of the Private Placement Warrants), until 30 days after the completion of a Business
Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).


 






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(c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the
Founder Shares and that are held by either Sponsor, any Insider or any of their permitted transferees (that have complied with
this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of
the Company’s officers or directors, any members of the Sponsors or any affiliates of the Sponsors; (b) in the case of an
individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member
of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of
an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase
agreement or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater
than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation prior
to the completion of an initial Business Combination; or (g) by virtue of the laws of the State of Delaware or the organizational
documents of either Sponsor’s upon dissolution of either Sponsor; provided, however, that in the case of clauses
(a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by
the transfer restrictions herein and the other restrictions contained in this Agreement and by the same agreements entered into
by the Sponsors with respect to such securities (including provisions relating to voting, the Trust Account and liquidating distributions).


 


		8.	Each Sponsor and each Insider represents and warrants
that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association
or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects and
does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or
pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person,
or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsors
nor any officer, nor any affiliate of the Sponsors or any officer, nor any director of the Company, shall receive from the Company
any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior
to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the
proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances
up to an aggregate of $300,000 made to the Company by the Sponsors; payment to FEI for certain office space, utilities and secretarial
and administrative support as may be reasonably required by the Company for a total of $10,000 per month; reimbursement for any
reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business Combination; payment
of a customary financial advisory fee to an affiliate of Jefferies in an amount that constitutes a market standard financial advisory
fee for comparable transactions at the closing of the Company’s initial Business Combination; provided that no agreement
with Jefferies or its affiliates will be entered into, and no fees for such services will be paid to Jefferies or its affiliates,
prior to the date that is 90 days from the date of the Prospectus, unless the Financial Industry Regulatory Authority, Inc. determines
that such payment would not be deemed underwriting compensation in connection with the Public Offering; and repayment of loans,
if any, and on such terms as to be determined by the Company from time to time, made by the Sponsors or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account
may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment.
Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. Such
warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.



 






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		10.	Each Sponsor and each Insider has full right and power,
without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or director
on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or director of
the Company.



 


		11.	As compensation for service on the board of directors
of the Company by each Insider serving as an “independent” member of the board of directors of the Company under Nasdaq
listing standards and applicable Commission rules (each, an “Independent Director”), if the Company
consummates its initial Business Combination, the Company shall pay $100,000 to each Independent Director at the time of the consummation
of the initial Business Combination so long as such Independent Director has continuously served as an Independent Director until
such time.



 


		12.	As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination,
involving the Company and one or more businesses; (ii) “Capital Stock” shall mean, collectively, the
Common Stock and the Founder Shares; (iii) “Founder Shares” shall mean (a) the 7,187,500 shares of the
Company’s Class B common stock, par value $0.0001 per share, held by the Sponsors (up to 937,500 shares of which are subject
to complete or partial forfeiture by the Sponsors if the over-allotment option is not exercised by the Underwriters) prior to
the consummation of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsors and any
Insider that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase
up to 5,000,000 shares of Common Stock of the Company (or 5,500,000 shares of Common Stock if the over-allotment option is exercised
in full) that the Sponsors has agreed to purchase for an aggregate purchase price of $7,500,000 in the aggregate (or $8,250,000
if the over-allotment option is exercised in full), or $1.50 per Warrant, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean the holders of securities
issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion
of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the
(a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules
and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such
transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).



 


		13.	The Company will maintain an insurance policy or policies
providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies,
in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors
or officers.



 


		14.	This Letter Agreement constitutes the entire agreement
and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than
to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.



 


		15.	No party hereto may assign either this Letter Agreement
or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest
or title to the purported assignee. This Letter Agreement shall be binding on each Sponsor and each Insider and their respective
successors, heirs and assigns and permitted transferees.



 


		16.	Nothing in this Letter Agreement shall be construed to
confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason
of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations,
promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors, heirs, personal representatives and assigns and permitted transferees.



 






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		17.	This Letter Agreement may be executed in any number of
original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



 


		18.	This Letter Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter
Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		19.	This Letter Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts
of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue
shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.



 


		20.	Any notice, consent or request to be given in connection
with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by express mail or similar
private courier service, by certified mail (return receipt requested), by hand delivery or facsimile transmission.



 


		21.	This Letter Agreement shall terminate on the earlier
of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this Letter Agreement
shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2019; provided further
that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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Sincerely,


 





	 	FERTITTA ENTERTAINMENT INC.
	 	 	 
	 	By: 	 
	 	Name: Tilman J. Fertitta
	 	Title: Chief Executive Officer
	 	 	 
	 	JEFFERIES FINANCIAL GROUP INC.
	 	 	 
	 	By: 	 
	 	Name: Roland T. Kelly
	 	Title: Associate General Counsel
	 	 	 
	 	By: 	 
	 	 	Name: Tilman J. Fertitta
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: Richard Handler
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: Richard H. Liem
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: Steven L. Scheinthal
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: Nicholas Daraviras
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: G. Michael Stevens
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name: Michael Chadwick


 






    
[Signature Page to Letter Agreement]



     


    

 





	Acknowledged and Agreed:	 
	 	 	 
	LANDCADIA HOLDINGS II, INC.	 
	 	 	 
	By	 	 
	 	Name: Steven L. Scheinthal	 
	 	Title: Vice President and General Counsel	 





 








    
[Signature Page to Letter Agreement]