Exhibit 10.4


 





May 31, 2018


 


Landcadia Holdings, Inc.


1510 West Loop South


Houston, Texas 77027


 


	Re:	Letter Agreement Dated as of May 25, 2016 


 


Gentlemen:


 


Reference
is made to that certain letter (the “Letter Agreement”), dated as of May 25, 2016, by and between Landcadia
Holdings, Inc., a Delaware corporation (the “Company”), and Mark Kelly, 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, Mr. Kelly
hereby agrees 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:


 


“The undersigned
hereby agrees that in the event that the Company fails to consummate a Business Combination (as defined in paragraph 9 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, he or she 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 9 hereof) including interest (less taxes payable and up to $50,000 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 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. The undersigned agrees that he or she
will 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 (which interest shall be net of taxes
payable), divided by the number of then outstanding Offering Shares.


 


The undersigned acknowledges
that 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. The undersigned hereby further
waives, with respect to any Founder Shares or shares of Common Stock held by him or her, any redemption rights he or she 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. The undersigned hereby further
waives, with respect to any Founder Shares or shares of Common Stock held by him or her, any redemption rights 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 in the context of a tender offer made by the Company to purchase
shares of Common Stock. The undersigned shall be entitled to redemption and liquidation rights with respect to any shares of Common
Stock he or she holds 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 4 in its entirety and replacing it with the following:


 


“The
undersigned hereby agrees not to participate in the formation of, or become an officer or director of, any other blank check company
that 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) 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,
	 	 	 
	 	 	/s/ Mark Kelly
	 	 	Mark Kelly


  


 


	
        Acknowledged and Agreed:

         

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

        Title: Vice President