Leo Holdings Corp. 30,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 Units (as defined below) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Sect
INDEMNITY AGREEMENTIndemnity Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2018, by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2018, is entered into by and among Leo Holdings Corp. , a Cayman Islands exempted company (the “Company”), and Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (“Agreement”) dated as of [●], 2018 is between Leo Holdings Corp., a Cayman Islands exempted company, (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
This Agreement is made as of [•], 2018 by and between Leo Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Leo Holdings Corp.Underwriting Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [•], 2018, by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”).
Leo Holdings Corp. London, SW1X 7HF Citigroup Global Markets Inc. New York, New York 10013Underwriting Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant exercisable for one Class A Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
LEO HOLDINGS CORP.Office Space and Administrative Services Agreement • February 1st, 2018 • Leo Holdings Corp. • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Leo Holdings Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Leo Investors Limited Partnership shall make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 21 Grosvenor Place, London, SW1X 7HF (or any successor location). In exchange therefore, the Company shall pay Leo Investors Limited Partnership a sum not to exceed $10,000 per month, respectively, on the Effective Date and continuing monthly thereafter until the Termina
