SPONSOR SHARES AND WARRANT SURRENDER AGREEMENT April 23, 2020Sponsor Shares and Warrant Surrender Agreement • April 24th, 2020 • Leo Holdings Corp. • Services-allied to motion picture production
Reference is made to that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) among Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), Digital Media Solutions Holdings, LLC, a Delaware limited liability company (“DMS”), CEP V DMS US Blocker Company, a Delaware corporation, Prism Data, LLC, a Delaware limited liability company, CEP V-A DMS AIV Limited Partnership, a Delaware limited partnership, Clairvest Equity Partners V Limited Partnership, an Ontario, Canada limited partnership, CEP V Co-Investment Limited Partnership, a Manitoba, Canada limited partnership, Clairvest GP Manageco Inc., an Ontario corporation as a Seller Representative, and, solely for purposes of Section 1.1, Article VIII, Section 9.5(a)Section 9.14(f), Section 9.14(i), Section 9.24, Article X and Article XI (and any corresponding definitions set forth in Annex I) of the
SUBSCRIPTION AGREEMENTSubscription Agreement • April 24th, 2020 • Leo Holdings Corp. • Services-allied to motion picture production • New York
In connection with the proposed business combination (the “Transaction”) between Leo Holdings Corp., a Cayman Islands exempted company (the “Company”), and Digital Media Solutions, LLC, a Delaware limited liability company (“DMS”), pursuant to a business combination agreement to be entered into among the Company, DMS and the other parties thereto (the “Transaction Agreement”), the Company is seeking commitments from interested investors to purchase Class A ordinary shares, par value $0.0001 per share (the “Shares”), for a purchase price of $10.00 per share. The aggregate purchase price to be paid by the undersigned for the subscribed Shares (as set forth on the signature page hereto) is referred to herein as the “Subscription Amount.” Immediately prior to the closing of the Transaction, the Company will domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “Domestication”).
