REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this Agreement) is entered into as of [ ], 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).
WHEREAS, the Sponsor owns an aggregate of 10,062,500 Class B ordinary shares, par value $0.0001 per share (the Founder Shares) of the Company;
WHEREAS, the Founder Shares will automatically convert into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as the same may be amended from time to time;
WHEREAS, on [ ], 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 6,666,667 Private Placement Warrants (or up to 7,366,667 Private Placement Warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Sponsor desire to enter into this Agreement, pursuant to which the Company shall grant the Sponsor certain registration rights with respect to certain securities of the Company, as set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The following capitalized terms used herein have the following meanings:
Adverse Disclosure is defined in Section 3.6.
Agreement means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
Board is defined in Section 3.1.1.
Business Combination means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, reorganization or other similar type of transaction, of one or more businesses or entities.
Commission means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.
Company is defined in the preamble to this Agreement.
Demand Registration is defined in Section 2.1.1.
Demanding Holder is defined in Section 2.1.1.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.