Leo Holdings III Corp 24,000,000 Units1 Ordinary Shares Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • March 2nd, 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, 24,000,000 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 3,600,000 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 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 February 25, 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 • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 2, 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 • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 2nd, 2021 • Leo Holdings III Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 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 25, 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:Letter Agreement • March 2nd, 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 Bahamas March 2, 2021Leo Holdings III Corp. • March 2nd, 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 III 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 III LP 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 III LP or one of its affiliates a sum of $10,000 per month, respectively, on the Effective
