Exhibit 10.1


 


October 8, 2020


Landcadia Holdings III, 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 III, 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 50,000,000 of the Company’s units (including up to 7,500,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one-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 TJF, LLC (“TJF”) 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 second 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.



 









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		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.



 


		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up
to an additional 7,500,000 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 1,875,000 multiplied by a fraction,
(i) the numerator of which is 7,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment
option, and (ii) the denominator of which is 7,500,000. 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 TJF 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”).



 









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(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”).


 


(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.



 






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		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 Fertitta Entertainment, Inc. for certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company for a total of $20,000 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.



 


		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 14,375,000 shares of the Company’s Class B common stock,
par value $0.0001 per share, held by the Sponsors (up to 1,875,000 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 an aggregate of 8,000,000 Warrants (or 9,000,000 Warrants if the over-allotment option
is exercised in full) that the Sponsors have agreed to purchase for an aggregate purchase price of $12,000,000 (or $13,500,000
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).



 









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		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.



 


		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.



 






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		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, 2020; provided further that paragraph 4 of this Letter Agreement
shall survive such liquidation.



 


[Signature Page Follows]


 






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Sincerely,


 


	 	TJF, LLC
	 	 
	 	By:	/s/ Tilman J. Fertitta
	 	Name:	Tilman J. Fertitta
	 	Title:	 Sole Managing Member
	 	 
	 	JEFFERIES FINANCIAL GROUP INC.
	 	 
	 	By:	/s/ Michael Sharp
	 	Name:	Michael Sharp
	 	Title:	 Executive Vice President and General Counsel
	 	 
	 	By:	/s/ Tilman J. Fertitta
	 	 	Name:  Tilman J. Fertitta
	 	 
	 	By:	 /s/ Richard Handler
	 	 	Name:  Richard Handler
	 	 
	 	By:	/s/ Richard H. Liem
	 	 	Name:  Richard H. Liem
	 	 
	 	By:	/s/ Steven L. Scheinthal
	 	 	Name:  Steven L. Scheinthal
	 	 
	 	By:	/s/ Nicholas Daraviras
	 	 	Name:  Nicholas Daraviras
	 	 
	 	By:	/s/ Scott Kelly
	 	 	Name:  Scott Kelly




 


[Signature Page
to Letter Agreement]


 









     


     


    

 


Acknowledged and Agreed:


LANDCADIA HOLDINGS III, INC.


 


	By	 /s/ Steven L. Scheinthal	 
	 	Name: Steven L. Scheinthal	 
	 	Title: Vice President and General Counsel	 




 


[Signature Page
to Letter Agreement]