Exhibit 10.7


 


FORM OF


 


PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________, 2019 (as it may from time to time be amended and including all exhibits
referenced herein, this “Agreement”), is entered into by and among Landcadia Holdings II, Inc., a Delaware corporation
(the “Company”), and Jefferies Financial Group, Inc., a Delaware corporation, and Fertitta Entertainment Inc.,
a Delaware corporation (collectively, the “Purchasers”).


 


WHEREAS, the
Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”),
and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50
per Share. The Purchasers have agreed to purchase an aggregate of 5,000,000 warrants (or 5,500,000 warrants in the aggregate if
the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”),
each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, in such amounts
as described on Exhibit A hereto.


 


NOW THEREFORE,
in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.
Authorization, Purchase and Sale; Terms of the Private Placement Warrants.


 


 A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchasers.




 







    	 



     


    

 


B.
Purchase and Sale of the Private Placement Warrants.


 


On the date
of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the
Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers
shall purchase from the Company, an aggregate of 5,000,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate
purchase price of $7,500,000 (the “Purchase Price”) (in such amounts as described on Exhibit A hereto),
which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring
instructions at least one business day prior to the date of effectiveness of the registration statement to be filed in connection
with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing
the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each
Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option
in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchasers and the Company
(each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial
Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the
Purchasers, and the Purchasers shall purchase from the Company, up to an aggregate of 500,000 Private Placement Warrants, in the
same proportion as the amount of the over-allotment option that is exercised, at a price of $1.50 per warrant for an aggregate
purchase price of up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the
“Over- allotment Purchase Price”) (in such amounts as described on Exhibit A hereto), which shall be
paid by wire transfer of immediately available funds to the Company in accordance with the Company’s wiring instructions.
On the Over-allotment Closing Date, upon the payment by the Purchasers of the Over-allotment Purchase Price payable by them by
wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing
the Private Placement Warrants purchased by the Purchasers on such date duly registered in each Purchaser’s name to each
Purchaser, or effect such delivery in book-entry form.


 


 C. Terms of the Private Placement Warrants.




 


(i) The
Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a
warrant agent, in connection with the Public Offering (a “Warrant Agreement”).


 


(ii) At
or prior to the time of the Initial Closing Date, the Company and the Purchasers shall enter into a registration rights
agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain
registration rights to the Purchasers relating to the Private Placement Warrants and the Shares underlying the Private
Placement Warrants.


 


Section
2. Representations and Warranties of the Company. As a material inducement to the Purchasers to enter into this Agreement and
purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchasers (which representations and
warranties shall survive each Closing Date) that:


 


A. Organization
and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would
reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the
Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions
contemplated by this Agreement and the Warrant Agreement.


 




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B. Authorization;
No Breach.


 


(i) The
execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized and
approved by the Company as of each Closing Date. This Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant
Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms.


 


(ii) The
execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the
Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment
of, and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date
(a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result
in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under,
(d) result in a violation of, or (e) require any authorization, consent, approval, exemption, action, notice, declaration or
filing, in each case, by or to any court or administrative or governmental body or agency pursuant to the certificate of
incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the
contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any
agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants
will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Placement Warrants, the Shares
issuable upon exercise of the Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, each Purchaser will have good title to the Private Placement
Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and
encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby,
(ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to
the actions of either Purchaser.


 


D. Governmental
Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the
consummation by the Company of any other transactions contemplated hereby.


 







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Section
3. Representations and Warranties of the Purchasers. As a material inducement to the Company to enter into this Agreement and
issue and sell the Private Placement Warrants to the Purchasers, each Purchaser hereby represents and warrants to the Company (which
representations and warranties shall survive each Closing Date) that:


 



A. Organization
and Requisite Authority. Each Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


B. Authorization;
No Breach.


 


(i) This
Agreement constitutes a valid and binding obligation of each Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
law).


 


(ii) The
execution and delivery by each Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchasers does not and shall not as of each Closing Date conflict with or result in a breach by either Purchaser of the
terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which either Purchaser is subject
that would materially impact its ability to perform its obligations hereunder.


 


C. Investment
Representations.


 


(i)
Each Purchaser is acquiring the Private Placement Warrants and, upon exercise of the
Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for
such Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection
with, any public sale or distribution thereof.


 


(ii) Each
Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and neither Purchaser has experienced a disqualifying
event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.


 


(iii) Each
Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the
truth and accuracy of, and the Purchasers’ compliance with, the representations and warranties of the Purchasers set
forth herein in order to determine the availability of such exemptions and the eligibility of the Purchasers to acquire such
Securities.


 


(iv) Each
Purchaser did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning
of Rule 502(c) under the Securities Act.


 


(v) Each
Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by each Purchaser. Each Purchaser has
been afforded the opportunity to ask questions of the executive officers and directors of the Company. Each Purchaser
understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the
Securities.


 




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(vi) Each
Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the
Securities by the Purchasers nor have such authorities passed upon or endorsed the merits of the offering of the
Securities.


 


(vii) Each
Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the
Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. While
such Purchaser understands that Rule 144 under the Securities Act is not available for the resale of securities initially
issued by shell companies (other than business combination related shell companies) or issuers that have been at any time
previously a shell company, such Purchaser understands that Rule 144 includes an exception to this prohibition if the
following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell
company; (ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all
Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period
that the issuer was required to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has
elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity
that is not a shell company.


 


(viii) Each
Purchaser has knowledge and experience in financial and business matters, understands the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the
amount contemplated hereunder for an indefinite period of time. Each Purchaser has adequate means of providing for its
current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be
jeopardized by the investment in the Securities. Each Purchaser can afford a complete loss of its investment in the
Securities.


 


Section
4. Conditions of the Purchasers’ Obligations. The obligations of the Purchasers to purchase and pay for the Private Placement
Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at
and as of such Closing Date as though then made.


 




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B. Performance.
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before such Closing Date.


 


C. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any
of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement and the
Registration Rights Agreement, each on terms satisfactory to the Purchasers.


 


E. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and
performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants
hereunder.


 


Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchasers under this Agreement are
subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. Representations
and Warranties. The representations and warranties of the Purchasers contained in Section 3 shall be true and correct at
and as of such Closing Date as though then made.


 


B. Performance.
The Purchasers shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by the Purchasers on or before such Closing Date.


 


C. Corporate
Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and
performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants
hereunder.


 


D. No
Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any
self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any
of the transactions contemplated by this Agreement or the Warrant Agreement.


 


E. Warrant
Agreement. The Company shall have entered into the Warrant Agreement on terms satisfactory to the Company.


 


Section
6. Termination. This Agreement may be terminated at any time after December 31, 2019 upon the election by either the Company
or the Purchasers upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 




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Section
7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each
Closing Date.


 


Section
8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
registration statement on Form S-1 the Company plans to file with the U.S. Securities and Exchange Commission under the Securities
Act.


 


Section 9.
Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by
or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties
hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not
assign this Agreement without the prior written consent of the other party hereto, other than assignments by the Purchasers
to their respective affiliates (including, without limitation, one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited by or invalid


under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more
than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by
way of example rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	LANDCADIA HOLDINGS II INC.
	 	 
	 	By:	 
	 	 	Name: Steven L. Scheinthal
	 	 	Title: Vice President and General Counsel
	 	 	 
	 	PURCHASERS:
	 	 
	 	JEFFERIES FINANCIAL GROUP INC.
	 	 	 
	 	By:	     
	 	 	Name: Roland T. Kelly
	 	 	Title: Associate General Counsel
	 	 	 
	 	FERTITTA ENTERTAINMENT INC.
	 	 
	 	By:	 
	 	 	Name: Tilman J. Fertitta
	 	 	Title: Chief Executive Officer


 


[Signature Page to Private
Placement Warrants Purchase Agreement]


 




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Exhibit A


 


	Name	 	Number of

Private
 Placement

Warrants
 (No Exercise of 
 Over-allotment
 Option)	 	 	Purchase Price
 (No Exercise of
 Over-allotment
 Option)	 	 	Number of Private
 Placement

Warrants
 (Exercise of Over-
 allotment Option in
 Full)	 	 	Purchase Price
 (Exercise of Over-
 allotment Option in
 Full)	 
	Jefferies Financial Group, Inc.	 	 	[__]	 	 	$	[__]	 	 	 	[__]	 	 	$	[__]	 
	Fertitta Entertainment Inc.	 	 	[__]	 	 	$	[__]	 	 	 	[__]	 	 	$	 [__]	 
	Total	 	 	5,000,000	 	 	$	7,500,000	 	 	 	5,500,000	 	 	$	8,250,000