Exhibit 10.1


 


SPONSOR FORFEITURE AND CALL OPTION
AGREEMENT


 


This Sponsor Forfeiture and Call Option
Agreement (this “Agreement”), dated as of June 28, 2020, is made and entered into by and between Landcadia
Holdings II, Inc., a Delaware corporation (the “Company”) and Jefferies Financial Group, Inc. (the “Sponsor”).
Unless otherwise defined herein, capitalized terms are used herein as defined in the Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, the
Sponsor owns 3,815,625 shares of the Company’s Class B common stock at par value $0.001 per share (the “Shares”);


 


WHEREAS, the
Sponsor owns 2,941,666 warrants in the aggregate, each exercisable to purchase one share of Class A common stock of the Company
of $11.50 per share (the “Warrants”);


 


WHEREAS, the
Company has entered into a Purchase Agreement, dated of even date herewith, by and among the Company, Golden Nugget Online Gaming,
Inc. (f/k/a Landry’s Finance Acquisition Co.), LHGN HoldCo, LLC (“LHGN HoldCo”), GNOG Holdings,
LLC (“GNOG HoldCo”) and Landry’s Fertitta, LLC (“LF”) (as the same may
be amended from time to time, the “Purchase Agreement”), pursuant to which LF agreed to contribute 100%
of its membership interests in GNOG HoldCo to LHGN HoldCo in exchange for, inter alia, membership interests in LHGN HoldCo,
which may be exchanged for shares of the Company’s Class A Common Stock on the terms and conditions set forth therein (the
 “Transactions”);


 


WHEREAS, in
connection with the consummation of the Transactions, Sponsor has agreed to forfeit a portion of its Shares for no consideration
at the time of the consummation of the Transactions (the “Closing”);


 


WHEREAS, as
a consequence of such forfeiture, Sponsor wishes to return to the Company for cancellation two thirds (or 2,543,750) of its Shares
(the “Forfeited Shares”), such that Sponsor will in the aggregate beneficially own 1,271,875 Shares on
the date of consummation of the Transaction; and


 


WHEREAS, in
connection with the consummation of the Transactions and following the Closing, Sponsor has agreed to grant the Company a right
and option to repurchase certain Warrants from Sponsor on the terms and subject to the conditions set forth herein (the “Call
Option”).


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.                  
Forfeit of Shares. Substantially simultaneously with, but immediately prior to (and contingent upon),
the Closing, the Sponsor shall, for no consideration, forfeit and surrender the Forfeited Shares to the Company for cancellation.
The Sponsor and the Company each shall take such actions as are necessary to cause the Forfeited Shares to be retired and canceled,
after which the Forfeited Shares shall no longer be issued, outstanding, convertible, or exercisable, and the Sponsor shall provide
the Company and the Sponsor with evidence that such retirement and cancellation has occurred.


 


2.                  
Company’s Call Option Right.


 


		(a)	Contingent upon and following the Closing, in the event Sponsor desires to exercise or sell any
Warrants during the Exercise Period, as defined in that certain Warrant Agreement dated May 6, 2019, by and between the Company
Continental Stock & Transfer Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
Sponsor shall deliver to the Company written notice (the “Exercise Notice”) of any such intention, setting
forth the number of Warrants proposed to be exercised or sold (the “Exercised Warrants”). For a period
of five (5) Business Days following the delivery of any Exercise Notice (the “Option Period”), the Company
shall have the right and option, but not the obligation, to repurchase all or any portion of such Exercised Warrants (the “Repurchased
Warrants”), for a purchase price, in each case subject to appropriate and equitable adjustment for any stock splits,
reverse splits, stock dividends or similar events, of (i) if the Class A Common Stock trades on a National Securities Exchange
or automated or electronic quotation system, an amount of cash equal to the product of (A) the number of shares of Class A
Common Stock that Sponsor would have received upon cashless exercise of the Repurchased Warrants if the Call Option had not been
exercised and (B) the average of the volume-weighted closing price for a share of Class A Common Stock on the principal U.S.
securities exchange or automated or electronic quotation system, as applicable, on which the Class A Common Stock trades, as reported
by Bloomberg, L.P. or its successor, for each of the ten (10) consecutive full Trading Days ending on and including the last full
Trading Day immediately prior to the date of the Exercise Notice, affecting the Class A Common Stock; and (ii) if the Class
A Common Stock is not then traded on a U.S. securities exchange or automated or electronic quotation system, as applicable, an
amount of cash equal to the product of (A) the number of shares of Class A Common Stock that would have been received upon
cashless exercise of the Repurchased Warrants if the Call Option had not been exercised and (B) the Fair Market Value of one
share of Class A Common Stock that would be obtained in an arms-length transaction between an informed and willing buyer and an
informed and willing seller, neither of whom is under any compulsion to buy or sell, respectively, and without regard to the particular
circumstances of the buyer or seller.



 






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		(b)	In the event Company exercises its Call Option, the Sponsor shall forfeit and surrender the Warrants
to the Company for cancellation in exchange for payment of the purchase price as set forth in Section 2(a) above. The Sponsor
and the Company each shall take such actions as are necessary to cause the Repurchased Warrants to be retired and canceled, after
which the Repurchased Warrants shall no longer be issued, outstanding, or exercisable, and the parties shall provide evidence that
such retirement and cancellation has occurred.



 


		(c)	In the event the Company has not exercised the Call Option prior to the expiration of the Option
Period, and with respect to any Exercised Warrants that are not Repurchased Warrants, Sponsor has the right to exercise or sell
any such Exercised Warrants beginning on the sixth Business Day following the date of the Exercise Notice in accordance with the
Warrant Agreement. Notwithstanding the foregoing, in the event that Sponsor fails to exercise or sell the Exercised Warrants within
thirty (30) days of the Exercise Notice, Sponsor shall not exercise any Warrants without first providing a new Exercise Notice
to the Company again in accordance with this Section 2.



 


3.                  
No Conflicts. Each party hereto represents and warrants that neither the execution and delivery of this
Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will,
with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit
or right under or acceleration of performance of any obligation required under any agreement to which it is a party.


 


4.                  
Miscellaneous. This Agreement, together with the certificates, documents, instruments and writings that
are delivered pursuant hereto, 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 and between 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 Agreement may be
executed and delivered (including by facsimile transmission or electronic transmission) in one or more counterparts, each of which
will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto. Except as otherwise
provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without
the prior written consent of the other parties hereto. This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. This Agreement
shall immediately terminate, without any further action by the parties hereto, at such time, if any, that the Purchase Agreement
is terminated in accordance with its terms.


 


[Signature page follows.]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	Landcadia Holdings II, Inc.
	 	 	 
	 	 	 
	 	By:	/s/ Steven L. Scheinthal
	 	Name: Steven L. Scheinthal
	 	Title: Vice President and Secretary
	 	 	 
	 	 	 
	 	 	 
	 	JEFFERIES FINANCIAL GROUP INC.
	 	 	 
	 	 	 
	 	By:	/s/ Nick Daraviras
	 	Name: Nick Daraviras
	 	Title: Managing Director





 



    [Signature Page to Sponsor Forfeiture and Call Option Agreement]