Landcadia Holdings IV, Inc. (Form: 8-K, Received: 07/25/2022 16:11:03)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 22, 2022

Landcadia Holdings IV, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40283	86-1889525
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1510 West Loop South

Houston, Texas

77027

(Address of principal executive offices)

(Zip Code)

(713) 850-1010

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant	LCAHU	The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share	LCA	The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	LCAHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On July 22, 2022, Landcadia Holdings IV, Inc. (the “Company” or “we”) amended and restated the previously issued unsecured convertible promissory notes (the “Convertible Promissory Notes”) to each of TJF, LLC (“TJF”) and Jefferies US Holdings LLC (“JUSH” and, together with TJF, the “Sponsors”), to increase the principal under each note from $750,000 to $1,000,000, resulting in an aggregate principal amount of $2,000,000 under the Convertible Promissory Notes, as amended. The Company may borrow under the Convertible Promissory Notes for ongoing expenses reasonably related to the business of the Company and the consummation of the Business Combination, as defined below. All unpaid principal under the Convertible Notes will be due and payable in full on the earlier of (i) March 29, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”). The Sponsors will have the option, at any time on or prior to the Maturity Date, to convert up to $1,500,000 outstanding under the Convertible Promissory Notes into warrants to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), at a conversion price of $1.50 per warrant, with each warrant entitling the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to the same adjustments applicable to the private placement warrants sold concurrently with the Company’s initial public offering.

The foregoing descriptions of the amended and restated Convertible Promissory Notes do not purport to be complete and are qualified in their entirety by the provisions of the amended and restated Convertible Promissory Notes, which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The issuance of the amended and restated Convertible Promissory Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amended and Restated Convertible Promissory Note, dated as of July 22, 2022, issued to TJF, LLC.
10.2		Amended and Restated Convertible Promissory Note, dated as of July 22, 2022, issued to Jefferies US Holdings LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LANDCADIA HOLDINGS IV, INC.

By:	/s/ Tilman J. Fertitta
	Name:	Tilman J. Fertitta
	Title:	Chief Executive Officer

Date: July 25, 2022

Exhibit 10.1

THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “AMENDED AND RESTATED NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

LANDCADIA HOLDINGS IV, INC.

AMENDED AND RESTATED
CONVERTIBLE PROMISSORY NOTE

Principal Amount: Not to Exceed $1,000,000

(See Schedule A)

Dated as of July 22, 2022

WHEREAS, on May 10, 2021, the undersigned Landcadia Holdings IV, Inc., a Delaware corporation (the “Maker”), issued that certain Promissory Note (the “Original Promissory Note”) to TJF, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”); and

WHEREAS, the Maker and Payee desire to amend and restate in its entirety the Original Promissory Note on the terms and conditions provided in this note (the “Amended and Restated Note”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by each of the parties hereto, the parties agree as follows:

FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, the Maker, promises to pay to the order of the Payee, or order, the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Amended and Restated Note; provided that at no time shall the aggregate of all advances and readvances outstanding under this Amended and Restated Note exceed ONE MILLION Dollars ($1,000,000). Any advance hereunder shall be made by the Payee upon receipt of a written request of the Maker, related to ongoing expenses reasonably related to the business of the Maker and the consummation of the Business Combination (as defined below), and shall be set forth on Schedule A. Any advance hereunder shall only be made by the Payee as, and to the extent, expenses are incurred or are reasonably expected to be incurred and the amounts of such advance shall be used to pay or repay such expenses. All payments on this Amended and Restated Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Amended and Restated Note.

1. Principal. All unpaid principal under this Amended and Restated Note shall be due and payable in full on the earlier of (i) March 29, 2023 and (ii) the effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Maker and one or more businesses (the “Business Combination”) (such earlier date, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under this Amended and Restated Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to Section 5 below upon notice of such prepayment.

2. Interest. No interest shall accrue on the unpaid balance of this Amended and Restated Note.

3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Amended and Restated Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Amended and Restated Note.

4. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):

(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Amended and Restated Note within five (5) business days after the date specified above or issue warrants pursuant to Section 5 hereof, if so elected by the Payee.

(b) Voluntary Bankruptcy, Failure to Consummate a Business Combination; Liquidation of Trust Account, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing, or in the event the Company does not consummate a business combination within the timeframe required by its charter (as may be amended by a shareholder vote) or the Company’s trust account is liquidated.

(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

5. Conversion

(a) Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Amended and Restated Note (or any portion thereof), up to $1,000,000 in the aggregate, may be converted into warrants to purchase shares of Class A common stock of the Maker (“Common Stock”) at a conversion price (the “Conversion Price”) equal to $1.50 per warrant (“Warrants”); provided, that the optional conversion pursuant to this Section 5 shall be reduced (the “Reduction”) so that the aggregate amount to be converted by (i) Payee and (ii) Jefferies US Holdings LLC (“JUSH”) under that certain Amended and Restated Note Convertible Promissory Note, dated as of July 22, 2022, between JUSH and the Maker, shall not exceed $1,500,000. If the Reduction occurs, such reduction shall be applied to JUSH and Payee on an equal basis. If the Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on March 29, 2021 (the “Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on March 29, 2021 (the “IPO”); provided, however, that the Warrants shall not be subject to forfeiture in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date of issuance of the Private Placement Warrants. Before this Amended and Restated Note may be converted under this Section 5(a), the Payee shall surrender this Amended and Restated Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Amended and Restated Note to be converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Amended and Restated Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Common Stock issuable upon exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated March 23, 2021, among the Maker, the Payee and certain other security holders named therein.

(b) Remaining Principal. All accrued and unpaid principal of this Amended and Restated Note that is not then converted into Warrants, shall continue to remain outstanding and to be subject to the conditions of this Amended and Restated Note.

(c) Fractional Warrants; Effect of Conversion. No fractional Warrants shall be issued upon conversion of this Amended and Restated Note. In lieu of any fractional Warrants to the Payee upon conversion of this Amended and Restated Note, the Maker shall pay to the Payee an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a Warrant not issued pursuant to the previous sentence. Upon conversion of this Amended and Restated Note in full and the payment of any amounts specified in this Section 5(c), this Amended and Restated Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Amended and Restated Note.

6. Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, the Payee may, by written notice to the Maker, declare this Amended and Restated Note to be due immediately and payable, whereupon the unpaid principal amount of this Amended and Restated Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Amended and Restated Note, and all other sums payable with regard to this Amended and Restated Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Amended and Restated Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Amended and Restated Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Amended and Restated Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.

8. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Amended and Restated Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Amended and Restated Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.

9. Notices. All notices, statements or other documents that are required or contemplated by this Amended and Restated Note shall be in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service to the address designated to TJF, LLC, Attention: Managing Member, 1510 West Loop South, Houston, Texas 77027. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally; one (1) business day after delivery to an overnight courier service; or five (5) days after mailing if sent by first class registered or certified mail.

10. Construction. THIS AMENDED AND RESTATED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.

11. Severability. Any provision contained in this Amended and Restated Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO on March 29, 2021, as amended, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Successors and Assigns. Subject to the restrictions on transfer in Sections 15 and 16 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

15. Transfer of this Amended and Restated Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Amended and Restated Note or securities into which this Amended and Restated Note may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in form and substance from counsel reasonably satisfactory to the Maker to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Amended and Restated Note or such securities, all in accordance with the terms of the Amended and Restated Note delivered to the Maker. If a determination has been made pursuant to this Section 15 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Amended and Restated Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Amended and Restated Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Amended and Restated Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Amended and Restated Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Amended and Restated Note shall be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated March 24, 2021, among the Maker, the Payee and the other parties thereto.

16. Acknowledgment. The Payee is acquiring this Amended and Restated Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Amended and Restated Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Amended and Restated Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Amended and Restated Note and protecting its own interests in connection with this investment.

[Signature Page Follows]

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed by the undersigned as of the day and year first above written.

	LANDCADIA HOLDINGS IV, INC.


	By:	/s/ Richard H. Liem
	Name:	Richard H. Liem
	Title:	Vice President

Acknowledged and agreed as of the date first above written.

TJF, LLC


By:	/s/ Tilman J. Fertitta
Name:	Tilman J. Fertitta
Title:	Sole Managing Member

[Signature Page to Amended and Restated Convertible Promissory Note]

SCHEDULE A

Subject to the terms and conditions set forth in the Amended and Restated Note to which this schedule is attached to, the principal balance due under the Amended and Restated Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Amended and Restated Note.

Date	Drawing	Description	Principal Undrawn Balance
5/10/2021	$150,000.00	Additional Expenses	$850,000.00
9/30/2021	$276,856.00	Additional Expenses	$573,144.00
2/1/2022	$125,000.00	Additional Expenses	$448,144.00
3/8/2022	$100,000.00	Additional Expenses	$348,144.00
6/30/2022	$100,000.00	Additional Expenses	$248,144.00

Exhibit 10.2

THIS AMENDED AND RESTATED NOTE (THIS “AMENDED AND RESTATED NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS AMENDED AND RESTATED NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

LANDCADIA HOLDINGS IV, INC.

AMENDED AND RESTATED NOTE
CONVERTIBLE PROMISSORY NOTE

Principal Amount: Not to Exceed $1,000,000

(See Schedule A)

Dated as of July 22, 2022

WHEREAS, on May 10, 2021, the undersigned Landcadia Holdings IV, Inc., a Delaware corporation (the “Maker”), issued that certain Promissory Note (the “Original Promissory Note”) to Jefferies Financial Group Inc., a New York corporation, or its registered assigns or successors in interest (“JFG”);

WHEREAS, on December 1, 2021, JFG assigned all of its rights and obligations under the Original Promissory Note to Jefferies Group LLC, or its registered assigns or successors in interest, and Jefferies Group LLC immediately transferred all of its rights and obligations under the Original Promissory Note to Jefferies US Holdings LLC, or its registered assigns or successors in interest (the “Payee”); and

WHEREAS, the Maker and Payee desire to amend and restate in its entirety the Original Promissory Note on the terms and conditions provided in this note (the “Amended and Restated Note”).

2. Interest. No interest shall accrue on the unpaid balance of this Amended and Restated Note.

4. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):

5. Conversion

(a) Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Amended and Restated Note (or any portion thereof), up to $1,000,000 in the aggregate, may be converted into warrants to purchase shares of Class A common stock of the Maker (“Common Stock”) at a conversion price (the “Conversion Price”) equal to $1.50 per warrant (“Warrants”); provided, that the optional conversion pursuant to this Section 5 shall be reduced (the “Reduction”) so that the aggregate amount to be converted by (i) Payee and (ii) TJF, LLC (“TJF”) under that certain Amended and Restated Note Convertible Promissory Note, dated as of July 22, 2022, between TJF and the Maker, shall not exceed $1,500,000. If the Reduction occurs, such reduction shall be applied to TJF and Payee on an equal basis. If the Payee elects such conversion, the terms of such Warrants issued in connection with such conversion shall be identical to the warrants issued to the Payee in the private placement that closed on March 29, 2021 (the “Private Placement Warrants”) in connection with the Maker’s initial public offering that closed on March 29, 2021 (the “IPO”); provided, however, that the Warrants shall not be subject to forfeiture in connection with the Business Combination and that each Warrant shall entitle the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants made after the date of issuance of the Private Placement Warrants. Before this Amended and Restated Note may be converted under this Section 5(a), the Payee shall surrender this Amended and Restated Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of this Amended and Restated Note to be converted and the name or names in which the certificates for Warrants are to be issued (or the book-entries to be made to reflect ownership of such Warrants with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Amended and Restated Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restricted legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and shares of Common Stock issuable upon exercise of the Warrants shall constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated March 23, 2021, among the Maker, the Payee and certain other security holders named therein.

6. Remedies.

9. Notices. All notices, statements or other documents that are required or contemplated by this Amended and Restated Note shall be in writing and delivered (i) personally or sent by first class registered or certified mail, overnight courier service to the address designated to Jefferies US Holdings LLC, 520 Madison Avenue, New York, NY 10022, Attention: General Counsel. . Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally; one (1) business day after delivery to an overnight courier service; or five (5) days after mailing if sent by first class registered or certified mail.

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

[Signature Page Follows]

IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Amended and Restated Note to be duly executed by the undersigned as of the day and year first above written.

	LANDCADIA HOLDINGS IV, INC.


	By:	/s/ Richard H. Liem
	Name:	Richard H. Liem
	Title:	Vice President

Acknowledged and agreed as of the date first above written.

JEFFERIES US HOLDINGS LLC


By:	/s/ Michael Sharp
Name:	Michael Sharp
Title:	General Counsel

[Signature Page to Amended and Restated Note]

SCHEDULE A

Date	Drawing	Description	Principal Undrawn Balance
5/10/2021	$150,000.00	Additional Expenses	$850,000.00
9/30/2021	$276,856.00	Additional Expenses	$573,144.00
2/1/2022	$125,000.00	Additional Expenses	$448,144.00
3/8/2022	$100,000.00	Additional Expenses	$348,144.00
6/30/2022	$100,000.00	Additional Expenses	$248,144.00