Exhibit 10.4


 


PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT


 


THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of October 8, 2020 (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 III, Inc., a Delaware
corporation (the “Company”), and Jefferies Financial Group, Inc., a New York corporation, and TJF, LLC, a Delaware
limited liability company (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 8,000,000 warrants (or 9,000,000 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 8,000,000 Private Placement Warrants at a price of $1.50 per
warrant for an aggregate purchase price of $12,000,000 (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 1,000,000 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 $1,500,000 (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.


 


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.


 






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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.


 


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.


 






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(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.


 


(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.


 


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.


 






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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, 2020 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.


 


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.


 






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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 III INC.
	 	 
	 	By:	/s/
    Steven L. Scheinthal
	 	 	Name:
    Steven L. Scheinthal
	 	 	Title:
    Vice President and General Counsel
	 	 
	 	PURCHASERS:
	 	JEFFERIES
    FINANCIAL GROUP INC.
	 	 
	 	By:	/s/
    Michael Sharp
	 	 	Name:
    Michael Sharp
	 	 	Title:
      Executive Vice President and General Counsel
	 	 
	 	TJF,
    LLC
	 	 
	 	By:	/s/
    Tilman J. Fertitta
	 	 	Name:
    Tilman J. Fertitta
	 	 	Title:
    Sole Managing Member




 


[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.	 	 	4,000,000	 	 	$	6,000,000	 	 	 	500,000	 	 	$	750,000	 
	TJF, LLC.	 	 	4,000,000	 	 	$	6,000,000	 	 	 	500,000	 	 	$	750,000	 
	Total	 	 	8,000,000	 	 	$	12,000,000	 	 	 	1,000,000	 	 	$	1,500,000	 



 






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