EX-10.2





 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made as of January 12, 2021 by and between Leo Holdings Corp.
II (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1,
No. 333-249676 (“Registration Statement”), for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the
U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); 

WHEREAS, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC are acting as the representatives of the underwriters (the
“Representatives”) in the IPO pursuant to an underwriting agreement between the Company and the underwriters (“Underwriting Agreement”); 

WHEREAS, simultaneously with the IPO, the Company’s sponsor will be purchasing 6,666,667 warrants (“Private Placement
Warrants”) from the Company for an aggregate purchase price of $10,000,000 (and additional amounts of Private Placement Warrants from the Company if the underwriters exercise their over-allotment option, up to 7,366,667 Private Placement
Warrants for an aggregate purchase price of $11,050,000 if the underwriters’ over-allotment option is exercised in full); 
 WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time (the “Charter”), $350,000,000 of the gross
proceeds of the IPO and sale of the Private Placement Warrants ($402,500,000, if the underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at
all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issued in the IPO as
hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”; the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public
Shareholders,” and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); 
 WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may
become payable by the Company to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement, a “Business Combination”) (the “Deferred Discount”); and 

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property. 
 NOW THEREFORE, IT IS AGREED: 

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to: 

(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company; 
 (b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein; 












 (c) In a timely manner, upon the written instruction of the Company, invest and reinvest the
Property in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration; 

(d) Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein; 
 (e) Promptly notify the Company and the Representatives of all communications received
by the Trustee with respect to any Property requiring action by the Company; 
 (f) Supply any necessary information or documents as may be
requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held in the Trust Account; 

(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so; 
 (h) Render to the Company monthly written statements of the activities of, and amounts in, the Trust
Account reflecting all receipts and disbursements of the Trust Account; 
 (i) Commence liquidation of the Trust Account only after and
promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as
applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chief Operating Officer or other authorized officers of the Company, and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account, or to pay its income taxes (and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents referred to
therein; or (y) the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s Charter, if a Termination Letter has not been
received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest not previously released to the Company to pay its income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public Shareholders of record as of
such date; provided, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for income taxes payable; 

(j) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C (a “Tax Payment Withdrawal Instruction”),withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any income tax obligation owed by the
Company, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority so long as there is no reduction in the
principal amount per share initially deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such income tax obligation, the Trustee shall liquidate such assets held in
the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; 

(k) Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from
Public Shareholders; and 

  
 2 













 (l) Not make any withdrawals or distributions from the Trust Account other than pursuant to
Sections 1(i), (j), or (k) above. 
 2. Agreements and Covenants of the Company. The Company hereby agrees
and covenants to: 
 (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer,
Chief Financial Officer, Chief Operating Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j), and (k) hereof, the Trustee shall be entitled to rely on,
and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing; 
 (b) Subject to the provisions of Section 4 of this
Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential claim, action, suit
or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest
earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or
proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; 

(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as set forth on
Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to
Section 1(i) solely in connection with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter on the
anniversary of the Effective Date. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in
Section 2(b) hereof; 
 (d) In connection with any vote of the Company’s shareholders regarding a Business
Combination, provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the Trustee) verifying the vote of the Company’s
shareholders regarding such Business Combination; 
 (e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to
Exhibit B, the Company will not give the Trustee disbursement instructions which would be prohibited under this Agreement; 
 (f)
Within five business days after the Representatives, on behalf of the underwriters in the IPO, exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in
writing (with a copy to the Representatives) of the total amount of the Deferred Discount; 
 (g) In the event the Company is entitled to
receive a tax refund on its income tax obligation, and promptly after the amount of such refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount of such income tax refund;
and 
 (h) If the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s Public
Shareholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or with respect to any other provisions relating to the rights of holders of the Ordinary Shares, (in each case, an
“Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their
conversion option in connection with such Amendment. 

  
 3 













 3. Limitations of Liability. The Trustee shall have no responsibility or liability
to: 
 (a) Take any action with respect to the Property, other than as directed in Section 1 hereof, and the
Trustee shall have no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct; 

(b) Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto; 
 (c) Change the investment of any Property, other than in compliance with Section 1
hereof; 
 (d) Refund any depreciation in principal of any Property; 

(e) Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee; 
 (f) To
anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto; 

(g) Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the
Company or any other action taken by it is as contemplated by the Registration Statement; 
 (h) File local, state and/or federal tax returns
or information returns with any taxing authority on behalf of the Trust Account and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property; 

(i) Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j)); 

(j) Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; and 
 (k) Verify calculations, qualify or otherwise approve Company’s written requests
for distributions pursuant to Sections 1(i), (j), or (k) hereof. 
 4. Trust Account Waiver. The Trustee has
no right of set off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the
future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Sections 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company and its
assets outside the Trust Account and not against the Property or any monies in the Trust Account. 

  
 4 













 5. Termination. This Agreement shall terminate as follows: 

(a) If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account,
whereupon this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to
have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or 

(b) At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b). 

6. Miscellaneous. 
 (a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its
authorized personnel. In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying information relating to a beneficiary,
beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in
the information or transmission of the funds. 
 (b) This Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument. 
 (c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), (j), (k), and (l) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of sixty-five percent (65%) or more of the then issued and outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment
will affect any Public Shareholder who has properly elected to redeem his Ordinary Shares in connection with a shareholder vote to amend this Agreement that would affect the substance or timing of the Company’s obligation to redeem 100% of its
Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s Charter or with respect to any other provisions relating to the rights of holders of the Ordinary Shares), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. 

(d) The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. 

  
 5 













 (e) Any notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by e-mail: 

if to the Trustee, to: 

Continental Stock Transfer & Trust Company 

1 State Street, 30th Floor 
 New
York, New York 10004 
 Attn:      Francis Wolf and Celeste Gonzalez 

E-mail:  fwolf@continentalstock.com 

cgonzalez@continentalstock.com 

if to the Company, to: 
 Leo
Holdings Corp. II 
 100 Wilshire Boulevard 

Los Angeles, California 90401, 

Attention: Simon Brown 
 in
either case with a copy to: 
 Kirkland & Ellis LLP 

601 Lexington Avenue 
 New York,
New York 10022 
 Attn:      Christian O. Nagler 

Peter Seligson 
 E-mail:  cnagler@kirkland.com 
 peter.seligson@kirkland.com 

and: 
 Deutsche Bank Securities
Inc. 
 60 Wall Street, 4th Floor 

New York, New York 10005 
 Attn:
    Ravi Raghunathan 
 E-mail:  ravi.raghunathan@db.com 

and: 
 Credit Suisse Securities
(USA) LLC 
 Eleven Madison Avenue 

New York, New York 10010 
 Attn:
    Niron Stabinsky 
 with a copy to: 

Ropes and Gray LLP 
 1211 Avenue
of the Americas 
 New York, New York 10036 

Attn:     Paul D. Tropp 

E-mail:  paul.tropp@ropesgray.com 

  
 6 













 (f) No party to this Agreement may assign its rights or delegate its obligations hereunder
without the prior consent of the other person or entity. 
 (g) Each of the Trustee and the Company hereby represents that it has the full
right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance. 

(h) This Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto. 
 (i) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof. 
 (j) Each of the Company and the Trustee hereby acknowledges and
agrees that the Representatives, on behalf of the several underwriters, are third party beneficiaries of this Agreement. 
 (k) Except as
specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity. 

[Signature Page Follows] 

  
 7 













 IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust
Agreement as of the date first written above. 
  

			
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
		
	By:	 	 /s/ Francis Wolf

	Name:	 	Francis Wolf
	Title:	 	Vice President
	
	LEO HOLDINGS CORP. II
		
	By:	 	 /s/Simon brown

	Name:	 	Simon Brown
	Title:	 	Secretary














 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
	Initial acceptance fee	  	Initial closing of IPO by wire transfer	  	$	 3,500.00	 
	Annual fee	  	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	  	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	  	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	  	$	 250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	  	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	  	 	Prevailing rates	 













 EXHIBIT A 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Leo Holdings Corp. II (the “Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [                ], 2021 (the “Trust Agreement”), this is to advise you
that the Company has entered into an agreement with [•] (“Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [•]. The Company shall notify you at least
72 hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate the Trust Account investments and to
transfer the proceeds to the above-referenced account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends. 

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer which verifies the vote of the Company’s shareholders in connection with the Business Combination and (b) joint written
instructions with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”), including instructions for delivery of the Representative’s Deferred Discount. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated. 

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and the Company has not
notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust
Agreement on the business day immediately following the Consummation Date as set forth in the notice. 

  
 A-1 













 
			
	Very truly yours,
	
	LEO HOLDINGS CORP. II
		
	By:	 	          

	Name:
	Title:


  

	cc:	 Deutsche Bank Securities Inc. 



Credit Suisse Securities (USA) LLC 

  
 A-2 













 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Termination Letter 



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Leo Holdings Corp. II (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [                ], 2021 (the “Trust Agreement”), this is to advise
you that the Company has been unable to effect a business combination within the time frame specified in the Company’s amended and restated memorandum and articles of association, as described in the Company’s prospectus relating to its
initial public offering of securities. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer the
total proceeds to the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [•] as the effective date for the purpose of determining when the Public Shareholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association
of the Company. Upon the distribution of all the funds in the trust account, your obligations under the Trust Agreement shall be terminated. 
  

			
	Very truly yours,
	
	LEO HOLDINGS CORP. II
		
	By:	 	          

	Name:
	Title:


  

	cc:	 Deutsche Bank Securities Inc. 



Credit Suisse Securities (USA) LLC 

  
 B-1 













 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Tax Expense Withdrawal Instructions  



Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Leo Holdings Corp. II (the
“Company”) and Continental Stock Transfer & Trust Company, dated as of [                ], 2021 (the “Trust Agreement”), the Company hereby
requests that you deliver to the Company $[•] of the interest income earned on the Property as of the date hereof. 
 The Company needs
such funds to pay its income tax obligations. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	Very truly yours,
	
	LEO HOLDINGS CORP. II
		
	By:	 	          

	 Name:

Title:




  

	cc:	 Deutsche Bank Securities Inc. 



Credit Suisse Securities (USA) LLC 

  
 C-1 













 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attn: Francis Wolf and Celeste Gonzalez

  

	 	Re:	 Trust Account - Redemption Liquidation Request Instructions 



Dear Mr. Wolf and Ms. Gonzalez: 

Reference is made to the Investment Management Trust Agreement between Leo Holdings Corp. II (the “Company”) and Continental Stock
Transfer & Trust Company, dated as of [    ], 2020 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. 

Pursuant to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[•] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank,
N.A. for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment. 
  

			
	Very truly yours,
	
	LEO HOLDINGS CORP. II
		
	By:	 	          

	Name:
	Title:


  

	cc:	 Deutsche Bank Securities Inc. 



Credit Suisse Securities (USA) LLC