Exhibit 10.5


 


LANDCADIA HOLDINGS, INC.


1510 West Loop South


Houston, Texas 77027 


 


May 25, 2016


 


Fertitta Entertainment, Inc.


1510 West Loop South


Houston, Texas 770272


 


Re: Administrative Services Agreement


 


Gentlemen:


 


This letter agreement by and between Landcadia
Holdings, Inc., a Delaware corporation (the “Company”), and Fertitta Entertainment, Inc., a Texas corporation, dated
as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on
the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed
with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the
consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in
the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) Fertitta Entertainment, Inc. shall make
available to the Company, at 1510 West Loop South, Houston, Texas 770272 (or any successor location of Fertitta Entertainment,
Inc.), certain office space, secretarial and administrative services as may be reasonably required by the Company. In exchange
therefor, the Company shall pay Fertitta Entertainment, Inc. the sum of $10,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and


 


(ii) Fertitta Entertainment, Inc. hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind (each, a “Claim”) in
or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of
the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering
will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future as a result
of, or arising out of, this letter agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account
or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction
of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter 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 amended,
modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. 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, the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect
to its choice of law principles.


 


[Signature page follows]


 




     


     


    

 





	 	 	Very truly yours, 
	 	 	 
	 	 	LANDCADIA HOLDINGS, INC.
	 	 	 	 
	 	 	By: 	/s/ Nicholas Daraviras
	 	 	 	Name: 	Nicholas Daraviras
	 	 	 	Title: 	Vice President


 


	AGREED TO AND ACCEPTED BY: 	 	 
	 	 	 
	FERTITTA ENTERTAINMENT, INC. 	 	 
	 	 	 	 
	By: 	/s/ Steven L. Scheinthal	 	 
	 	Name:	Steven L. Scheinthal	 	 
	 	Title:	Vice President	 	 







 


 


[Signature
Page to Administrative Services Agreement]