INDEMNITY AGREEMENTIndemnity Agreement • December 29th, 2020 • Leo Holdings Corp. II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Leo Holdings Corp. II 35,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2021 • Leo Holdings Corp. II • Blank checks • New York
Leo Holdings Corp. II, 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 “Representatives”) are acting as representatives, 35,000,000 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 5,250,000 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 Representatives 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 i
Leo Holdings Corp. II Los Angeles, CA 90401Leo Holdings Corp. II • December 29th, 2020 • Blank checks • New York
This agreement (this “Agreement”) is entered into on September 9, 2020 by and between Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Subscriber” or “you”), and Leo Holdings Corp. II, 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 10,062,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,312,500 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 13th, 2021 • Leo Holdings Corp. II • 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 January 7, 2021, is entered into by and between Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between LEO HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 13th, 2021 • Leo Holdings Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2021, is by and between Leo Holdings Corp. II, 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 • December 29th, 2020 • Leo Holdings Corp. II • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 13th, 2021 • Leo Holdings Corp. II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 12, 2021, by Leo Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and. Leo Investors II 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 13th, 2021 • Leo Holdings Corp. II • Blank checks • New York
January 7, 2021 Leo Holdings Corp. II Los Angeles, CA 90401 Deutsche Bank Securities Inc. New York, New York 10005 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representatives of the several Underwriters Re:...Underwriting Agreement • January 13th, 2021 • Leo Holdings Corp. II • 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 Corp. II, a Cayman Islands exempted company (the “Company”) and Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) 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-quarter 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.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BY AND AMONG LEO HOLDINGS CORP. II, GLIMPSE MERGER SUB, INC., GLIMPSE MERGER SUB II, LLC and WORLD VIEW ENTERPRISES INC. Dated as of September 13, 2023Agreement and Plan of Merger • September 19th, 2023 • Leo Holdings Corp. II • Radio & tv broadcasting & communications equipment • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2023 (this “Agreement”), is made and entered into by and among Leo Holdings Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance herewith, “Parent”), Glimpse Merger Sub, Inc., a Delaware corporation and a direct and wholly owned Subsidiary of Parent (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (the “Company”). Parent, the Merger Subs and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2023 • Leo Holdings Corp. II • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [_____], 2023 by and among World View Enterprises Inc., a Delaware corporation (formerly known as Leo Holdings Corp. II, a Cayman Islands exempted company) (including any of its successors or assigns, the “Company”), and the other parties hereto identified as an “Investor” on the signature pages and Schedule A hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” or an “Investor” and collectively the “Holders” or “Investors”).
February 8, 2019 Ryan HartmanConfidential Information Agreement • August 7th, 2023 • Leo Holdings Corp. II • Radio & tv broadcasting & communications equipment
On behalf of the Board of Directors (the “Board”) of World View Enterprises Inc. (“World View” or the “Company”) I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”).
SUPPORT AGREEMENTSupport Agreement • January 13th, 2023 • Leo Holdings Corp. II • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 12, 2023, by and between Leo Holdings Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation in accordance the Merger Agreement (as defined below), “Parent”), World View Enterprises Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (the “Company Stockholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement.
Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. STRATEGIC AGREEMENTStrategic Agreement • September 12th, 2023 • Leo Holdings Corp. II • Radio & tv broadcasting & communications equipment • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of the Effective Date by and between SNC and Partner (hereinafter, collectively, the “Parties” and singularly the “Party”).
Leo Holdings Corp. IILeo Holdings Corp. II • January 13th, 2021 • 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. II (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 II Limited Partnership shall take steps directly or indirectly to 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 100 Wilshire Boulevard, Los Angeles, CA 90401 (or any successor location). In exchange therefore, the Company shall pay Leo Investors II Limited Partnership or one of its affiliates a sum of $10,000 per month, respectively, on t
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 13th, 2023 • Leo Holdings Corp. II • Radio & tv broadcasting & communications equipment
This SECOND AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”) dated as of October 12, 2023, is entered into by and among Leo Holdings Corp. II, a Cayman Islands exempted company (“Parent”), Glimpse Merger Sub, Inc., a Delaware corporation and a direct and wholly owned subsidiary of Parent (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) and World View Enterprises Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SPONSOR AGREEMENTSponsor Agreement • January 13th, 2023 • Leo Holdings Corp. II • Blank checks
This Sponsor Agreement (this “Agreement”) is dated as of January 12, 2023, by and among Leo Investors II Limited Partnership, a Cayman Islands exempted limited partnership (the “Sponsor”), Lori Bush (“Bush”), Mary E. Minnick (“Minnick”), Naveen Agarwal (“Agarwal”), Scott Flanders (“Flanders”), Imran Khan (“Khan”), Mark Masinter (“Masinter”), Scott McNealy (“McNealy” and together with Bush, Minnick, Agarwal, Flanders, Khan, Masinter and the Sponsor, the “Sponsor Parties”), Leo Holdings Corp. II, a Cayman Islands exempted company (“Parent”) and World View Enterprises Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
TERMINATION OF AGREEMENT AND PLAN OF MERGERTermination of Agreement and Plan of Merger • November 21st, 2023 • Leo Holdings Corp. II • Radio & tv broadcasting & communications equipment
This TERMINATION OF AGREEMENT AND PLAN OF MERGER, dated as of November 20, 2023 (this “Agreement”), is entered into among Leo Holdings Corp. II, a Cayman Islands exempted company (“Parent”), Glimpse Merger Sub, Inc., a Delaware corporation and a direct and wholly owned Subsidiary of Parent (“Merger Sub I”), Glimpse Merger Sub II, LLC, a Delaware limited liability company and a direct and wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and World View Enterprises Inc., a Delaware corporation (the “Company”). Parent, the Merger Subs and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.
LEASE AGREEMENTLease Agreement • April 7th, 2023 • Leo Holdings Corp. II • Blank checks • Arizona
THIS LEASE AGREEMENT (this “Lease”) is entered into as of January 1, 2023 (the “Effective Date”), by and between PIMA COUNTY, a political subdivision of the State of Arizona (“Landlord”), and WORLD VIEW ENTERPRISES, INC., a Delaware corporation (“Tenant”).
Leo Holdings Corp. IILeo Holdings Corp. II • December 29th, 2020 • Blank checks
