Exhibit 10.3


 





May 31, 2018


 


Landcadia Holdings, Inc.


1510 West Loop South


Houston, Texas 77027


 


	Re:	Letter Agreement Dated as of May 25, 2016 


 


Ladies and Gentlemen:


 


Reference
is made to that certain letter (the “Letter Agreement”), dated as of May 25, 2016, among Landcadia Holdings,
Inc., a Delaware corporation (the “Company”), Fertitta Entertainment, Inc. (the “FEI Sponsor”),
Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation) (together with the FEI Sponsor, the “Sponsors”),
and each of Tilman J. Fertitta, Richard Handler, Richard H. Liem, Steven L. Scheinthal and Nicholas Daraviras (each, an “Founder”
and collectively, the “Founders”), that was delivered in accordance with the Underwriting Agreement,
dated May 25, 2016, among the Company, Jefferies LLC and Deutsche Bank Securities, Inc., as representatives of the several
underwriters, relating to the Company’s initial public offering (the “IPO”).


 


On May 30, 2018, the Company received approval
of its stockholders to (i) amend the Company’s second amended and restated certificate of incorporation to extend the date
by which the Company must consummate an initial business combination from June 1, 2018 to December 14, 2018 and (ii) amend the
Investment Management Trust Agreement, made effective as of May 25, 2016, by and between the Company and Continental Stock Transfer
& Trust Company (“Continental”), to extend the date on which Continental must liquidate the trust
account established in connection with the IPO if the Company has not completed a business combination from June 1, 2018 to December
14, 2018.


 


This letter (this “Amendment”)
amends the Letter Agreement to provide that December 14, 2018 is the date by which the Company must complete a business combination
or cease all operations and redeem shares of its common stock in accordance with the Company’s amended and restated certificate
of incorporation.


 


In acknowledgment and consideration of the
foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsors
and the Founders hereby agree with the Company as follows:


 


1. The Letter Agreement is hereby amended
by deleting the numbered item 2 in its entirety and replacing it with the following:


 


“Each Sponsor and each Founder hereby agrees
that in the event that the Company fails to consummate a Business Combination (as defined in paragraph 11 hereof) by December 14,
2018 or such later period approved by the Company’s stockholders in accordance with the Company’s second amended and
restated certificate of incorporation, each Sponsor and each Founder 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, 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 in paragraph
11 hereof), including interest (less taxes payable and up to $50,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish all Public Stockholders’ rights as stockholders
(including the right to receive further liquidation 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 Founder agrees to not propose any amendment
to the Company’s second amended and restated certificate of incorporation that would affect the substance or timing of the
Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by December
14, 2018, 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 (which interest shall be net of taxes payable), divided
by the number of then outstanding public shares.


 






     


     


    

 


Each Sponsor and each Founder acknowledges that it
or he 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. Each Sponsor and each Founder hereby
further waives, with respect to any Founder Shares or shares of Common Stock held by it or him, any redemption rights it or he
may have in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock if the Company
does not complete a Business Combination by December 14, 2018. Each Sponsor and each Founder hereby further waives, with respect
to any Founder Shares or any shares of Common Stock held by it or him, any redemption rights it or he 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 in the context of a tender offer made by the Company to purchase shares of Common
Stock (although the Sponsors and the Founders shall be entitled to redemption and liquidation rights with respect to any shares
of Common Stock it or they hold if the Company fails to consummate a Business Combination by December 14, 2018).”


 


2. The Letter Agreement is hereby amended
by deleting paragraph (a) of numbered item 6 in its entirety and replacing it with the following:


 


“Each
of the Sponsors and each Founder hereby agrees not to participate in the formation of, or become an officer or director of, any
other blank check company unless and until the Company has entered into a definitive agreement with respect to a Business Combination
or the Company has failed to complete a Business Combination by December 14, 2018.”


 


3. This
Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Amendment
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.


 


4. This Amendment 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.


 


[Signature Page Follows]


 




     


     


    

 


The remaining provisions of the Letter Agreement
are otherwise restated and incorporated herein.


 


 


	 	Sincerely,
	 	 	 
	 	Fertitta Entertainment, Inc.
	 	 	 
	 	By:	/s/ Steven L. Scheinthal
	 	 	Name: Steven L. Scheinthal
	 	 	Title: Vice President


 


	 	JEFFERIES FINANCIAL GROUP INC.
	 	 	 
	 	By:	/s/ Michael J. Sharp
	 	 	Name: Michael J. Sharp 
	 	 	Title:   Executive Vice President & General Counsel


 


	 	 	/s/ Tilman J. Fertitta
	 	 	Tilman J. Fertitta


 


	 	 	/s/ Richard Handler
	 	 	Richard Handler


 


	 	 	/s/ Richard H. Liem
	 	 	Richard H. Liem


 


	 	 	/s/ Steven L. Scheinthal
	 	 	Steven L. Scheinthal


 


	 	 	/s/ Nicholas Daraviras
	 	 	Nicholas Daraviras


 


	
        Acknowledged and Agreed:

         

        Landcadia Holdings,
        Inc.
	 
	 	 	 
	By: 	/s/ Steven L. Scheinthal	 
	 	
        Name: Steven L. Scheinthal

        Title: Vice President