AMENDMENT TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated as of June 27, 2019 (this Amendment), is entered into among Leo Holdings Corp., a Cayman Islands exempted company (Leo), Queso Holdings Inc., a Delaware corporation (the Company), AP VIII CEC Holdings, L.P., a Delaware limited partnership (the Seller), and Leo Investors Limited Partnership, a Cayman Islands limited partnership (Sponsor and together with Leo, the Company and the Seller, the Parties).
WHEREAS, the Parties previously entered into that certain Business Combination Agreement, dated as of April 7, 2019 (the Business Combination Agreement), among Leo, the Company, the Seller and solely for purposes of Section 7.14(f) and Section 10.2(i) thereof, Sponsor;
WHEREAS, the Parties desire to increase the aggregate amount of the PIPE Investment by $14,200,935 (rounded to the nearest dollar) (the PIPE Increase) for a total PIPE Investment up to an aggregate amount of $114,200,935, and in connection with the PIPE Increase, the Parties desire to (a) revise the applicable provisions of the Business Combination Agreement and the Sponsor Shares Surrender Agreement attached as Exhibit A to the Business Combination Agreement and (b) permit Leo to enter into one or more additional Subscription Agreements;
WHEREAS, the Parties desire to revise the Surviving Company Certificate of Incorporation attached as Exhibit E to the Business Combination Agreement; and
WHEREAS, in connection with the foregoing, the Parties desire to amend the Business Combination Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Business Combination Agreement.
2. Amendment of the 9th and 10th Recitals of the Business Combination Agreement. The 9th and 10th recitals of the Business Combination Agreement, and the applicable definitions contained therein, are hereby deleted in their entirety and replaced with the following:
WHEREAS, concurrently with and conditional upon the execution of this Agreement, on the date of this Agreement, Sponsor and Leo are entering into a letter agreement substantially in the form attached hereto as Exhibit A (as amended from time to time, the Sponsor Shares Surrender Agreement) pursuant to which Sponsor as a condition to the Merger and the PIPE Investment agrees to (a) surrender to Leo, for no consideration and as a contribution to the capital of Leo, 1,849,407 Class B ordinary shares, representing 37.67% of the total shares of Leo Common Stock owned by Sponsor (the Surrendered Shares) whereupon such shares shall be cancelled and (b) waive the conversion rights set forth in Section 17.2 of the Leo Governing Documents as to 37.67% of the Sponsors entitlement to receive Class A ordinary shares of Leo (the Class B Share Conversion Rights) that may result from the PIPE Investment, the Business Combination and/or the other transactions contemplated hereunder;
WHEREAS, in connection with the transactions contemplated by this Agreement, Leo has entered into subscription agreements (as amended from time to time, collectively, the Subscription Agreements) with certain third-party investors (the PIPE Investors) pursuant to which the PIPE Investors have committed to make a private investment in public equity in the form of Leo Common Stock (the PIPE Investment) up to an aggregate amount of $114,200,935;