Leo Holdings III Corp 20,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
Leo Holdings III 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, 20,000,000 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 3,000,000 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 S
Leo Holdings III Corp Albany Financial Center South Ocean Blvd Suite #507 New Providence, Nassau, The BahamasSecurities Subscription Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on January 13, 2021 by and between Leo Investors III LP, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 19th, 2021 • Leo Holdings III 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 [ ], 2021, is entered into by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and Leo Investors III LP Limited Partnership, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between LEO HOLDINGS III CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2021, by Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”), and. Leo Investors III LP Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
February [ ], 2021 Leo Holdings III Corp Albany Financial Center South Ocean Blvd Suite #507 New Providence, Nassau, The Bahamas Deutsche Bank Securities Inc. New York, New York 10005 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Leo Holdings III Corp, a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities Inc. as representatives (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-fourth 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 10 hereof.
Leo Holdings Corp. II Albany Financial Center South Ocean Blvd Suite #507 New Providence, Nassau, The BahamasOffice Space and Support Services Agreement • February 19th, 2021 • Leo Holdings III Corp. • Blank checks
