Exhibit 10.2


 





May 31, 2018


 


 


Landcadia Holdings, Inc.


1510 West Loop South


Houston, Texas 77027


 


Re: Underwriting Agreement


 


Ladies and Gentlemen:


 


Reference is made to
that certain Underwriting Agreement (the “Underwriting Agreement”), dated as of may 25, 2016, by and
among Landcadia Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies LLC and Deutsche
Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters named on
Schedule A to the Underwriting Agreement (collectively, the “Underwriters”). Except as otherwise specifically
provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.


 


The Underwriting Agreement
is hereby amended by this letter agreement (the “Amendment”), effective as of the date first listed above,
as follows:


 


	 	1.	The following quoted language “by 24 months from the closing of the Offering” and “within 24 months from the closing of the Offering” in Section 3(bb) of the Underwriting Agreement are both hereby replaced with “by December 14, 2018.”


 


	 	2.	The following quoted language “within 24 months from the closing of the Offering” in Section 3(dd) of the Underwriting Agreement is hereby replaced with “by December 14, 2018.”


 


Except as expressly
modified herein, all of the terms of the Underwriting Agreement shall remain in full force and effect. This Amendment may be executed
in two or more counterparts, each of which shall be deemed an original but all of which shall constitute the same Amendment. 


 


This Amendment shall
be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to
be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Amendment or the transactions
contemplated hereby may be instituted in the federal courts of the United States of America located in the Borough of Manhattan
in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of
New York (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such
jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or
document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other
proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or
claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient
forum.


 


 


[Signature Page Follows]


  




     


     


    

 


If the foregoing is in accordance with your
understanding of our agreement, kindly indicate your acceptance in the space provided for that purpose below, whereupon it will
become a binding agreement among the Company and the several Underwriters in accordance with its terms.


 


	 	Very truly yours,
	 	 
	 	LANDCADIA HOLDINGS, INC.
	 	 
	 	By: 	/s/ Steven L. Scheinthal
	 	 	Name: Steven L. Scheinthal
	 	 	Title:   Vice President


 


The foregoing Amendment


is hereby confirmed and accepted as


of the date first above written.


 


 


JEFFERIES LLC


 


DEUTSCHE BANK SECURITIES INC.


 


Acting individually and as Representatives


of the several Underwriters named in


Schedule A of the Underwriting Agreement.


 


JEFFERIES LLC


 


	By:	/s/ Michael A. Bauer	 
	 	Name: Michael A. Bauer
	 	Title:   Managing Director


 


 


DEUTSCHE BANK SECURITIES INC.


 


	By:	/s/
    Ravi Raghunathan	 
	 	Name: Ravi Raghunathan
	 	Title:   Director


 


	By:	/s/
    Mahesh Srinivasan	 
	 	Name: Mahesh Srinivasan
	 	Title:   Managing Director