AMENDED AND RESTATED
SPONSOR SHARES AND WARRANT SURRENDER AGREEMENT
June 22, 2020
Leo Holdings Corp.
21 Grosvenor Place
London, SW1X 7HF
Re: Surrender of Shares and Warrants
Reference is made to that certain (i) Business Combination Agreement, dated as of April 23, 2020 (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 Business Combination Agreement, Leo Investors Limited Partnership, a Cayman limited partnership (Sponsor) and (ii) Sponsor Shares and Warrant Surrender Agreement, dated as of April 23, 2020 (the Original Surrender Agreement), by and among the Company, Sponsor, Lori Bush (Bush), Robert Bensoussan (Bensoussan) and Mary Minnick (Minnick and together with Bush and Bensoussan, the Independent Directors). The parties hereto desire to amend and restate the Original Surrender Agreement in its entirety as set forth in this letter agreement (this Letter Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and conditional upon the Business Combination Agreement being legally binding, and with the consummation of the transactions contemplated by the Business Combination Agreement (other than those contemplated by paragraphs 1 to 3 of this Letter Agreement below) being conditions subsequent to the obligations of the parties to this Letter Agreement, the Sponsor, the Independent Directors and the Company hereby agree that:
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Immediately prior to, and conditioned upon, the consummation of the Domestication:
(a) the Sponsor shall automatically irrevocably surrender and forfeit to the Company for no consideration, as a contribution to capital, 1,473,000 Class B Shares (as defined below) (Sponsor Class B Shares) and 2,000,000 warrants to purchase Class A ordinary shares of the Company (the Forfeited Warrants);