UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

SCHEDULE~~14-A~~

14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

~~Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐~~

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐
☒		Preliminary Proxy Statement
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☐		Confidential, ~~for~~For Use of the Commission Only (as permitted by Rule14a-6(e)(2))
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☐		Definitive Proxy Statement
☐
☐		Definitive Additional Materials
☐
☐		Soliciting Material Pursuant to~~Section 240.14a-12~~ §240.14a-12

~~LEO HOLDINGS CORP.~~

Digital Media Solutions, Inc.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if ~~other than~~Other Than the Registrant)

~~Payment of Filing Fee (Check the appropriate box):~~

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☐		Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

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		~~(4)~~
			(4)		Proposed maximum aggregate value of transaction:
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~~PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION, DATED JANUARY 14, 2020~~

~~LEO HOLDINGS CORP.~~

~~A Cayman Islands Exempted Company~~

~~(Company Number 329879)~~

~~21 Grosvenor Place~~

~~London SW1X 7HF, United Kingdom~~

~~NOTICE~~TABLE OF ~~EXTRAORDINARY GENERAL MEETING~~CONTENTS

Digital Media Solutions, Inc.

4800 140^th Avenue N., Suite 101

Clearwater, Florida 33762

Notice of 2021 Annual Meeting

And

Proxy Statement

~~To Be Held~~TABLE OF CONTENTS

Digital Media Solutions, Inc.

4800 140^th Avenue N., Suite 101

Clearwater, Florida 33762

Dear DMS Stockholders:

It is my pleasure to invite you to attend the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) of Digital Media Solutions, Inc. (“DMS” or the “Company”). We will hold the 2021 Annual Meeting on Thursday, June 24, 2021 at 9:10:00 a.m. Eastern ~~Time~~Time. Due to the ongoing public health impact of the coronavirus (COVID-19) outbreak and to mitigate risks to the health and safety of our communities, stockholders, employees and other stakeholders, we will hold our Annual Meeting in a virtual only format, which will be conducted solely via live webcast.

DMS had a transformational year in 2020, having successfully completed our SPAC business combination in July when we began trading on ~~February [~~●],the New York Stock Exchange under the ticker DMS. Although our first year as a publicly traded company was filled with uncertainty due to the ongoing pandemic, it was a successful year for DMS, resulting in record revenue and record EBITDA.

In March, when the COVID threat first emerged, we prioritized our people, acting quickly and decisively to ensure the safety of our DMS family. We cancelled corporate travel, moved to remote working, launched a series of initiatives to keep employees connected, accelerated training programs and ensured consistent employee communication. As a result of putting our people first, our teams responded by working hard during tumultuous times. Collectively, the DMS team demonstrated agility and flexibility during a period of unprecedented uncertainty, and we are grateful to everyone at DMS and their families that support them.

Throughout 2020,

we also invested in our processes and proprietary technology, focusing on ways to generate greater results inside our business, for our advertiser clients and for our media partners. The process investments made in 2020 are allowing for more standardization, and they are crafting efficiencies across the business, enhancing the consumer experience and driving more scale and measurable ROI for our advertiser clients.

Setting ourselves up for continued innovation and growth in 2021, we launched the self-service DMS Exchange, which will be regularly expanded with new verticals, and Protect.com. Soft-launched in December 2020, Protect.com has become the flagship marketplace for DMS, helping consumers shop for insurance and many other verticals we support.

While our organic growth has been strong, we have continued to make disciplined acquisitions to accelerate the expansion of the core DMS toolset: our first party data asset, our proprietary technology and our expansive media reach. In 2020, we completed one acquisition, SmarterChaos, expanding our ecommerce advertiser client roster and our media reach. Thus far in 2021, we have completed two transactions, the acquisition of Aimtell/PushPros and an asset purchase from Crisp Results. The first added BI- and AI-driven push notification technology to our toolset and the second expanded our insurance vertical, especially within the growing Medicare sector. Our M&A pipeline remains robust, but we will continue to be very selective with regard to any transactions.

In early 2021, we also made a handful of key hires to bolster our executive team, including:

Vasundara Srenivas, CFO: Vasundara’s expertise includes strategic direction, GAAP/IFRS accounting, SEC reporting, M&A and financial operations. She joins DMS after a long career at Boeing, holding numerous positions including CFO of Boeing Australia, CFO of Boeing Defense Australia and CFO Boeing Capital Corporation, a large wholly-owned subsidiary of Boeing plus numerous senior roles in corporate finance transformation and enterprise finance.

Anthony Saldana, General Counsel, EVP of Legal and Compliance and Secretary: Anthony joined DMS from Skadden, one of the world’s leading international law firms and adds significant experience in the areas of M&A, corporate finance, corporate governance and general counsel and securities matters.

~~TO THE SHAREHOLDERS~~TABLE OF ~~LEO HOLDINGS CORP.:~~CONTENTS

Thomas Bock, EVP of Corporate Strategy and Investor Relations: Tom has significant experience as an investment banker, with knowledge spanning M&A, debt origination and refinancing, equity and corporate advisory. Earlier in his career, Tom was a sell-side research analyst covering the internet sector on ranked teams, both in the U.S. and Europe. At DMS, he leads our M&A efforts, our capital markets activities and our investor relations team.

David Cantrell, EVP of Brand Performance: With more than 20 years of experience in executive-level roles at digital advertising and ecommerce brands, David is known for developing and executing data-driven strategies and achieving strong, quantifiable results. During David’s tenure, revenues doubled at Lifescript, Inc. and tripled at LowerMyBills.com and ClassesUSA.com.

Operationally, we are off to a great start for this year, with insurance continuing to lead the way, and we have high hopes for the continued growth of ecommerce and the resurgence of our consumer finance vertical. We continue to invest in our people, processes and technology plus our new products, including Protect.com, which is giving us early returns, and we’re working diligently to integrate our recent acquisitions. Although we continue to monitor the uncertainties and limited visibility of the COVID recovery, we have expectations for continued growth in the year ahead.

Stockholders will have an equal opportunity to participate at the Annual Meeting online regardless of their geographic location. You ~~are cordially invited~~will be able to ~~attend~~participate in the ~~extraordinary general~~Annual Meeting, vote your shares electronically and submit questions during the meeting ~~(the “Extraordinary General Meeting”)~~by visiting http://www.virtualshareholdermeeting.com/DMS2021 and using the 16-digit control number which appears on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.

The attached Proxy Statement describes in detail the matters to be considered by the stockholders at the Annual Meeting and the procedures for participating, submitting questions and voting at the virtual meeting. On behalf of ~~Leo Holdings Corp.~~the Board of Directors and senior management, thank you for your continued support and interest in DMS. We look forward to seeing you at the 2021 Annual Meeting on Thursday, June 24, 2021.

Very truly yours,

Joseph Marinucci

President and Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON JUNE 24, 2021

This Proxy Statement and the 2020 Annual Report are available at www.DigitalMediaSolutions.com

(Investor Relations-Proxy Materials).

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Digital Media Solutions, Inc.

4800 140^th Avenue N., Suite 101

Clearwater, Florida 33762

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Thursday, June 24, 2021, at 10:00 a.m. Eastern Daylight Savings Time

May 25, 2021

To our Stockholders:

Digital Media Solutions, Inc. (“~~we,” “us,” “our”~~DMS” or the “Company”) ~~to be held~~will hold its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) on Thursday, June 24, 2021 at 9:10:00 a.m. Eastern ~~Time~~Time. Due to concerns about COVID-19, we have adopted a virtual format for the 2021 Annual Meeting to provide a safe, consistent and convenient experience to all stockholders regardless of location. You may attend the virtual meeting, submit questions and vote your shares electronically during the meeting via live webcast by visiting http://www.virtualshareholdermeeting.com/DMS2021 and using the 16-digit control number which appears on ~~February [●], 2020~~your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.

At the 2021 Annual Meeting, holders of DMS outstanding common stock will be asked to vote upon the following proposals:

1.	To elect the seven (7) nominees identified in the accompanying Proxy Statement as directors of the Company, each to hold office until the 2022 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

2.	To ratify the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

3.	To consider and take action upon any other business that may properly come before the 2021 Annual Meeting or any continuations, postponements or adjournments thereof.

You may vote on these matters virtually or by proxy. Whether or not you plan to virtually attend the Annual Meeting, we ask that you vote by one of the following methods to ensure that your shares will be represented at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022. The accompanying proxy statement (the “Proxy Statement”), is dated January [●], 2020, and is first being mailed to shareholders of the Company on or about January [●], 2020. The sole purpose of the Extraordinary General Meeting is to:

consider and vote upon a proposal by ordinary resolution (the “Extension Proposal”), pursuant to the terms of the Company’s amended and restated memorandum and articles of association (the “Articles”), to extend the date by which the Company must either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”) or (b) (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on February 15, 2018 (the “IPO”); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the Company’s board of directors (the “Board”), liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, from February 15, 2020 to July 31, 2020 (the “Extension,” and such later date, the “Extended Date”); and

consider and vote on a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal (the “Adjournment Proposal”). The Adjournment Proposal is only expected to be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Proposal.

~~Both of the Extension Proposal and the Adjournment Proposal are more fully described in the accompanying Proxy Statement.~~

The purpose of the Extension is to allow us more time to complete an initial business combination. The Articles provide that we have until February 15, 2020 to complete a business combination. While we are currently in discussions with respect to several business combination opportunities, our Board currently believes that there will not be sufficient time to complete a business combination by February 15, 2020. Therefore, our Board has determined that it is in the best interests of our shareholders to extend the date that we have to consummate a business combination to the Extended Date in order that our shareholders can have the chance to participate in an investment opportunity.

The Adjournment Proposal, if adopted, will allow our Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal is only expected to be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.

~~If the Extension Proposal is not approved and we do not consummate a business combination by February 15, 2020, as contemplated by our IPO prospectus and~~meeting in accordance with ~~our Articles, we will (i) cease all operations except~~your wishes:

Vote online or by telephone, by following the instructions included with the proxy card; or

Vote by mail, by completing and returning the enclosed proxy card in the enclosed addressed stamped envelope.

Only stockholders of record of DMS’ common stock as of the close of business on April 26, 2021, which is the record date for the ~~purpose~~2021 Annual Meeting, are entitled to notice of, ~~winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares (as defined below), at aper-share~~ ~~price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable,~~ and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

~~In connection with the Extension Proposal, public shareholders may elect to redeem their shares for aper-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO (the “public shares”), and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote at, the ~~Extraordinary General Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders as~~Annual Meeting and any continuations, adjournments or postponements of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date. In addition, regardlessAnnual Meeting. A list of whether public shareholders vote “FOR” or “AGAINST” the Extension Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed initial business combination in the future and the right to redeem their public shares at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed business combination is completed. We are not asking you to vote on any proposed business combination at this time.

~~Based upon the amount in the Trust Account as of January [●], 2020, which was $[●], we anticipate that theper-share~~ price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.[●] at the time of the Extraordinary General Meeting. The closing price of the public shares on The New York Stock Exchange on January [●], 2020, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $[●]. We cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of January [●], 2020. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

~~TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON FEBRUARY [~~●], 2020 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN),

~~AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.~~

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our Class B ordinary shares (the “founder shares” and, together with the public shares, the “shares” or “ordinary shares”), including Leo Investors Limited Partnership (our “Sponsor”) and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of founder shares.

The approval of each of the Extension Proposal and the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote of the holders of at least a majority of the then issued and outstanding ordinary shares who, being present andstockholders entitled to vote at the ~~Extraordinary General~~2021 Annual Meeting will be accessible during the Annual Meeting by visiting the meeting website and entering the control number referenced above. This proxy statement and the proxy card were either made available to you online or mailed to you beginning on or about May 25, 2021.

By Order of the Board of Directors,

Anthony Saldana

General Counsel and Secretary

YOUR VOTE IS VERY IMPORTANT. PLEASE CAUSE YOUR SHARES TO BE VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE OR, IF YOU HAVE REQUESTED A PAPER COPY OF THE PROXY MATERIALS AND THE PROXY CARD BY MAIL, BY COMPLETING, SIGNING

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AND RETURNING THE PROXY CARD IN THE ENVELOPE PROVIDED WITH YOUR PROXY MATERIALS, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. STOCKHOLDERS WHO DECIDE TO ATTEND THE 2021 ANNUAL MEETING MAY, IF THEY SO DESIRE, REVOKE THEIR PROXIES AND VOTE THEIR SHARES VIRTUALLY.

COPIES OF THE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2020 ARE AVAILABLE AT WWW.DIGITALMEDIASOLUTIONS.COM (INVESTOR RELATIONS-PROXY MATERIALS).

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			Page
General Information About the 2021 Annual Meeting			1
Election of Directors (Proposal 1)			5
Board of Directors			6
Director Nominees			6
Director Independence			8
Committees of the Board of Directors			8
Audit Committee and Audit Committee Financial Expert			8
Compensation Committee			8
Corporate Governance Guidelines			9
Director Nomination Agreement			9
Stockholder and Other Interested Party Communications with the Board and Non- Employee Directors			10
Meeting Attendance			10
Code of Conduct and Ethics Hotline			10
Board of Leadership Structure			10
Board Role in Risk Oversight			10
Non-Employee Director Compensation			11
2020 Compensation of Directors			11
Outstanding Equity Awards of Directors at Fiscal Year End			11
Executive Officers			12
Compensation Committee Interlocks and Insider Participation			12
Anti-Pledging Policy			13
Executive Compensation			14
Compensation Tables			14
Summary Compensation Table			14
Narrative Disclosure to Summary Compensation Table			15
Employment Arrangements			16
Potential Payments Upon Termination or Change in Control			17
Treatment of Unvested Equity Award of Our Named Executive Officers			17
Outstanding Equity Awards at Fiscal Year End			18
Option Exercises and Stock Vested			18
Certain Relationships and Related Party Transactions			19
Report of the Audit Committee			22
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 2)			23
Security Ownership of Certain Beneficial Owners and Management			25
Other Matters			27
Householding of Proxy Materials			27
Stockholder Proposals			27
Other Business			28

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Digital Media Solutions, Inc.

4800 140^th Avenue N., Suite 101

Clearwater, Florida 33762

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To be Held on Thursday, June 24, 2021, at 10:00 a.m. Eastern Daylight Savings Time

GENERAL INFORMATION ABOUT THE 2021 ANNUAL MEETING

Why Am I Receiving Proxy Materials?

The Board of Directors (the “Board”) of Digital Media Solutions, Inc. (“DMS” or the “Company”) is soliciting your proxy to vote at the ~~Extraordinary General~~2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) to be held on June 24, 2021, at 11:00 a.m. Eastern Time and at any continuations, adjournments or postponements of the 2021 Annual Meeting.

~~Our board has fixed~~ Due to the ongoing public health impact of the coronavirus (COVID-19) outbreak and to mitigate risks to the health and safety of our communities, stockholders, employees and other stakeholders, the 2021 Annual Meeting will be held virtually, and DMS expects to mail the Proxy Statement to all stockholders entitled to vote at the 2021 Annual Meeting on or about May 25, 2021. The purpose of the 2021 Annual Meeting and the matters to be acted upon are set forth in this Proxy Statement.

Who Can Vote?

Stockholders who owned DMS’ Class A common stock and Class B common stock, as of the close of business on ~~January 17, 2020~~April 26, 2021, which is the record date, are entitled to vote at the 2021 Annual Meeting.

How Many Votes Do I Have?

Each share of common stock then outstanding on the record date entitles the holder thereof to one vote, without cumulation, on each matter to be voted upon at the meeting, as further described in this Proxy Statement. As of the record date for ~~determining~~ the ~~shareholders~~2021 Annual Meeting, there were (i) 35,299,199 shares of Class A common stock, and (ii) 25,999,464 shares of Class B common stock, in each case, outstanding and entitled to ~~receive notice~~vote, or a total of ~~and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders~~61,298,663 shares of ~~record of the ordinary shares on that date are~~common stock outstanding and entitled to ~~have their votes counted at the Extraordinary General Meeting or any adjournment thereof.~~

After careful consideration of all relevant factors, our Board has determined that the Extension Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

~~Under the Articles, no other business may be transacted at the Extraordinary General Meeting.~~

~~Enclosed is the Proxy Statement containing detailed information concerning the Extension Proposal, the Adjournment Proposal and the Extraordinary General Meeting.~~ vote.

How Do I Vote?

Whether or not you plan to attend the ~~Extraordinary General~~2021 Annual Meeting, we urge you to ~~read this material carefully and~~ vote ~~your ordinary shares.~~

~~January [●], 2020~~

~~By Order of the Board~~

~~Chairman and Chief Executive Officer~~

~~Your vote is important.~~by proxy. If you vote by proxy, the individuals named on the proxy card, or your “proxies,” will vote in the manner you indicate. If you submit a proxy but do not indicate any voting instructions, your votes will be voted in accordance with the Board’s recommendations. Voting by proxy will not affect your right to attend the 2021 Annual Meeting.

If your shares are ~~a shareholder~~registered directly in your name through our stock transfer agent, or if you have stock certificates registered in your name, you may vote:

By Internet or by telephone. Follow the instructions included in the proxy card to vote by Internet or telephone. Telephone and Internet voting facilities for stockholders of record ~~please~~will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 23, 2021.

By mail. As described in the proxy card, you may request printed proxy materials, in which case you may complete, sign ~~date~~ and return the proxy card in the postage pre-paid envelope accompanying the proxy materials so that it is received prior to the 2021 Annual Meeting.

At the Meeting. If you attend the 2021 Annual Meeting, you can vote using the 16-digit control number which appears on your proxy card ~~as soon as possible to make sure~~(printed in the box and marked by the arrow) and the instructions that accompanied your ~~shares are represented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary General Meeting.~~ proxy materials.

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If your shares are held in ~~an account at~~“street name” (meaning the shares are held in the name of a ~~brokerage firm~~bank, broker or ~~bank,~~other nominee who is the record holder), you must ~~instruct your~~provide the bank, broker or ~~bank~~other nominee with instructions on how to vote your shares and can do so as follows:
By Internet or by telephone. Follow the instructions you ~~may cast your vote in person at~~receive from the ~~Extraordinary General Meeting by obtaining a proxy from your brokerage firm~~bank, broker or ~~bank. Your failure~~other nominee to vote by Internet or ~~instruct your~~telephone.
By mail. You will receive instructions from the bank, broker or ~~bank~~other nominee explaining how to vote ~~will mean~~your shares.
At the Meeting. If you attend the 2021 Annual Meeting, you can vote using the 16-digit control number which appears on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials.
How Does the Board Recommend that I Vote on the Proposals?
Voting Matter

Board Vote
Recommendation

Page Reference
For More
Information
Proposal 1 - Election of Directors

FOR each nominee

5
Proposal 2 - Ratification of appointment of independent registered public accounting firm

FOR

23
If any other matter is presented at the 2021 Annual Meeting, your proxy provides that your ~~ordinary~~ shares will ~~not count towards~~be voted by the ~~quorum requirement for~~proxy holder listed on the ~~Extraordinary General~~proxy card in accordance with his or her discretion. As of the time this Proxy Statement was printed, we knew of no matters that need to be acted on at the 2021 Annual Meeting, other than those described in this Proxy Statement.
May I Change or Revoke My Proxy?
You may change or revoke your previously submitted proxy at any time before the 2021 Annual Meeting or, if you attend the 2021 Annual Meeting virtually, at the 2021 Annual Meeting.
If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:
By re-voting at a subsequent time by Internet or by telephone as instructed above;
By signing a new proxy card with a date later than your previously delivered proxy and submitting it as instructed above;
By delivering a signed revocation letter to Anthony Saldana, the Company’s Secretary, at the Company’s address above before the 2021 Annual Meeting, which states that you have revoked your proxy; or
By attending the 2021 Annual Meeting and voting virtually. Attending the 2021 Annual Meeting virtually will not in and of itself revoke a previously submitted proxy. You must specifically request at the 2021 Annual Meeting that it be revoked.
Your latest dated proxy card, Internet or telephone vote is the one that is counted.
If your shares are held in the name of a bank, broker or other nominee, you may change your voting instructions by following the instructions of your bank, broker or other nominee.
What if I Receive More Than One Proxy Card?
You may receive more than one proxy card, if you hold shares of our common stock in more than one account, which may be in registered form or held in street name. Please vote in the manner described under “How Do I Vote?” for each account to ensure that all of your shares are voted.
Will My Shares be Voted if I Do Not Vote or Instruct my Nominee How to Vote?
If your shares are registered in your name, they will not be ~~voted. An abstention~~voted if you do not vote by Internet, by telephone, by completing, signing and returning your proxy card, if you have requested printed proxy materials, or virtually at the 2021 Annual Meeting, as described above under “How Do I Vote?”
2

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With respect to shares held in street name, your bank, broker~~non-vote~~ or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your bank, broker or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your bank, broker or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Proposal 1 is considered a non-routine matter under applicable rules, and therefore your bank, broker or other nominee does not have discretionary authority to vote your uninstructed shares on such matters. Therefore, if you hold your shares in street name, it is critical that you instruct your bank, broker or other nominee how to vote if you want your vote to be counted.
What Vote is Required to Approve Each Proposal and How are Votes Counted?
With respect to Proposal 1, each director must be elected by a majority of the votes cast by the holders of DMS Class A common stock and Class B common stock, voting as a single class. This means that the number of shares voted FOR each nominee must exceed 50% of the votes cast with respect to that nominee. The seven nominees who receive a majority of FOR votes will be ~~counted towards~~elected as directors. Voting stockholders may vote either FOR any or all of these nominees or AGAINST any or all of these nominees. Abstentions and broker non-votes will have no effect on the ~~quorum requirement but~~outcome of the election of these directors.

With respect to Proposal 2, the majority of the votes cast by the holders of DMS Class A common stock and Class B common stock, voting as a single class, will constitute the stockholders’ approval of the proposal. For purposes of Proposal 2 abstentions will not ~~count~~be counted as avotes cast and will have no effect on the result of the vote, ~~cast at the Extraordinary General Meeting.~~

~~Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on February [~~●~~], 2020: This notice of extraordinary general meeting and the accompanying Proxy Statement are available at [~~●].

~~LEO HOLDINGS CORP.~~

~~A Cayman Islands Exempted Company~~

~~(Company Number 329879)~~

~~21 Grosvenor Place~~

~~London SW1X 7HF, United Kingdom~~

~~EXTRAORDINARY GENERAL MEETING~~

~~TO BE HELD ON FEBRUARY [~~●~~], 2020~~

~~PROXY STATEMENT~~

~~The extraordinary general meeting (the “Extraordinary General Meeting”) of Leo Holdings Corp. (“we,” “us,” “our” or the “Company”)~~although they will be held at 9:00 a.m. Eastern Time on February [●], 2020 at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022. The sole purpose of the Extraordinary General Meeting is to:

What Are the Costs of Soliciting these Proxies?

We will pay all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering that was consummated on February 15, 2018 (the “IPO”); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the Company’s board of directors (the “Board”), liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, from February 15, 2020 to July 31, 2020 (the “Extension,” and such later date, the “Extended Date”); and

to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

~~In connection with the Extension Proposal, public shareholders may elect to redeem their shares for aper-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding Class A ordinary shares included as part of the units sold in the IPO (the “public shares”), and which election we refer to as the “Election.” An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Proposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares (the “public shareholders”) may make an Election regardless of whether such public shareholders were holders as of the record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST” the Extension Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any proposed initial business combination in the future and the right to redeem their public shares at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of such initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed business combination is completed. We are not asking you to vote on any proposed business combination at this time.

The withdrawal of funds from the Trust Account in connection with the Election (the “Withdrawal Amount”) will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of January [●], 2020. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

~~the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Under the Articles, no other business may be transacted at the Extraordinary General Meeting.~~

Our board has fixed the close of business on January 17, 2020 as the record date for determining our shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On the record date of the Extraordinary General Meeting, there were 25,000,000 ordinary shares outstanding, of which 20,000,000 were public shares and 5,000,000 were founder shares. The founder shares carry voting rights in connection with the Extension Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and independent directors that hold 5,000,000 founder shares in the aggregate, that they intend to vote in favor of the Extension Proposal and the Adjournment Proposal.

~~This Proxy Statement contains important information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.~~

~~We will pay for the entire cost~~costs of soliciting these proxies. We have engaged Morrow Sodali LLC (“Morrow”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow a fee of $22,500. We will also reimburse Morrow for reasonable~~out-of-pocket~~ ~~expenses~~Our directors, officers and ~~will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers~~employees may ~~also~~ solicit proxies in person ~~by telephone~~ or by e-mail or other electronic means ~~of communication. These parties~~or by telephone. We will ~~not be paid any~~pay these directors, officers and employees no additional compensation for ~~soliciting proxies.~~these services. We ~~may also reimburse brokerage firms,~~will ask banks, brokers and other ~~agents for the cost of forwarding~~nominees to forward these proxy materials to ~~beneficial owners.~~

~~This Proxy Statement is dated January [●], 2020~~their principals and ~~is first being mailed~~ to ~~shareholders on or about January [●], 2020.~~

~~QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING~~

~~These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important~~obtain authority to ~~you. You should read carefully the entire document.~~


*~~Q. Why am I receiving this Proxy Statement?~~*		A. We are a blank check company incorporated on November 29, 2017 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On February 15, 2018, we consummated our IPO from which we derived gross proceeds of $200,000,000. Like many blank check companies, our Articles provide for the return of the funds held in trust to the holders of ordinary shares sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date (in our case, February 15, 2020). Our Board has determined that it is in the best interests of our shareholders to extend the date that we have to consummate a business combination to the Extended Date in order that our shareholders can have the chance to participate in an investment opportunity.
*~~Q. What is being voted on?~~*		~~A. You are being asked to vote on:~~
		~~• a proposal by ordinary resolution to extend the date by which the Company consummate a business combination from February 15, 2020 to July 31, 2020; and~~ • a proposal to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal. ~~We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.~~ If the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of January [●], 2020. In such event, we may need to obtain additional funds to complete the an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

If the Extension Proposal is not approved and we do not consummate a business combination by February 15, 2020, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

~~Q. Why is the Company proposing the Extension Proposal?~~

Our Articles provide for the return of the funds held in the Trust Account to the holders of public shares if there is no qualifying business combination(s) consummated on or before February 15, 2020. As we explain below, we may not be able to complete an initial business combination by that date.

Accordingly, our Board is proposing the Extension Proposal to extend the date by which we must (i) consummate a business combination; (ii) cease our operations except for the purpose of winding up if we fail to complete such business combination, and (iii) redeem all the public shares, from February 15, 2020 to July 31, 2020.

~~Q Why should I vote “FOR” the Extension Proposal?~~

A. Our Articles provide that if our shareholders approve an extension of our obligation to redeem all of our public shares if we do not complete our initial business combination before February 15, 2020, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We believe that this provision of the Articles was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Articles.

Our Board believes current circumstances and negotiation warrants providing those who believe they might execute a potential business combination to be an attractive investment with an opportunity to consider such a transaction, inasmuch as we are also affording shareholders who wish to redeem their public shares the opportunity to do so. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination in the future and the right to redeem your public shares in connection with such initial business combination.

Whether a holder of public shares votes in favor of or against the Extension Proposal, if such proposal is approved, the holder may, but is not required to, redeem all or a portion of its public shares for a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We will not proceed with the Extension if redemptions of our public shares would cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Proposal.

Liquidation of the Trust Account is a fundamental obligation of the Company to the public shareholders and we are not proposing and will not propose to change that obligation to the public shareholders. If holders of public shares do not elect to redeem their public shares, such holders will retain redemption rights in connection with any future initial business combination we may propose. Assuming the Extension Proposal is approved, we will have until the Extended Date to complete a business combination.

~~Our Board recommends that you vote in favor of the Extension Proposal.~~

~~Q. Why should I vote “FOR” the Adjournment Proposal?~~

A. If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.


		~~If presented, our Board recommends that you vote in favor of the Adjournment Proposal.~~
*~~Q. When would the Board abandon the Extension Proposal?~~*		~~A. Our Board will abandon the Extension if our shareholders do not approve the Extension Proposal.~~
*~~Q. How do the Company insiders intend to vote their shares?~~*		~~A. Our Sponsor and independent directors own an aggregate of 5,000,000 founder shares. Such founder shares represent 20.0% of our issued and outstanding ordinary shares.~~
		The founder shares carry voting rights in connection with the Extension Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and independent directors that they intend to vote in favor of the Extension Proposal and the Adjournment Proposal.
		In addition, our Sponsor, directors, officers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to the Extraordinary General Meeting. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Proposal and the Adjournment Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood of that the resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Proposal and the Adjournment Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the~~per-share~~ ~~pro rata portion of the Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Proposal and the Adjournment Proposal.~~
*~~Q. What vote is required to adopt the Extension Proposal?~~*		A. The approval of the Extension Proposal requires an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote of the holders of at least a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.


*~~Q. What vote is required to approve the Adjournment Proposal?~~*		A. The approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote of the holders of a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
*~~Q. What if I do not want to vote “FOR” the Extension Proposal?~~*		A. If you do not want the Extension Proposal to be approved, you must vote “AGAINST” the proposals. If the Extension Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Proposal.
		~~Broker“non-votes”~~ ~~and abstentions will count towards the quorum requirement for the Extraordinary General Meeting but will have no effect with respect to the approval of the Extension Proposal.~~
*~~Q. What happens if the Extension Proposal is not approved?~~*		A. Our Board will abandon the Extension if our shareholders do not approve the Extension Proposal. If the Extension Proposal is not approved and we do not consummate a business combination by February 15, 2020, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
		There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.
*~~Q. If the Extension Proposal is approved, what happens next?~~*		A. We will continue our efforts to identify potential acquisition targets and complete an initial business combination. Upon approval of the Extension Proposal by the requisite number of votes, the Extension will become effective. We will remain a reporting company under the Securities Exchange Act of 1934


		~~(the “Exchange Act”) and our units, public shares and warrants will remain publicly traded.~~
		If the Extension Proposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our ordinary shares held by our Sponsor and our independent directors as a result of their ownership of the founder shares.
		If the Extension Proposal is approved but we do not complete a business combination by the Extended Date, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.
*~~Q. What happens to the Company’s outstanding warrants if the Extension Proposal is not approved?~~*		A. If the Extension Proposal is not approved and we have not consummated a business combination by February 15, 2020, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our


		board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
		There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.
*~~Q. What happens to the Company’s outstanding warrants if the Extension Proposal is approved?~~*		A. If the Extension Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue to attempt to consummate an initial business combination until the Extended Date. The public warrants will remain outstanding and will become exercisable for one Class A ordinary share 30 days after the completion of an initial business combination at an initial exercise price of $11.50 per warrant for a period of five years, provided we have an effective registration statement under the Securities Act of 1933 (the “Securities Act”) covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating toexecute proxies. We will then reimburse them ~~is available (or we permit holders to exercise warrants on a cashless basis).~~
*~~Q. If I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with any future initial business combination?~~*		A. Unless you elect to redeem your shares at this time, you will be able to exercise redemption rights in respect of any future initial business combination, subject to any limitations set forth in our Articles.
*~~Q. How do I change my vote?~~*		A. You may change your vote by sending a later-dated, signed proxy card to our Secretary at Leo Holdings Corp., 21 Grosvenor Place, London SW1X 7HF, United Kingdom, so that it is received prior to the Extraordinary General Meeting or by attending the Extraordinary General Meeting in person and voting. You also may revoke your proxy by sending a notice of revocation to the same address, which must be received by our Secretary prior to the Extraordinary General Meeting.
		Please note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Extraordinary General Meeting and vote at the Extraordinary General Meeting, you must bring to the Extraordinary General Meeting a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.


*~~Q. How are votes counted?~~*		~~A. Votes will be counted by the inspector of election appointed for the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and brokernon-votes.~~ The Extension Proposal and Adjournment Proposal must each be approved as an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote of the holders of at least a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.
		Accordingly, a shareholder’s failure to vote by proxy or to vote in person at the Extraordinary General Meeting means that such shareholder’s ordinary shares will not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker~~non-vote~~ ~~will be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting.~~
*~~Q. If my shares are held in “street name,” will my broker automatically vote them for me?~~*		~~A. No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect tonon-discretionary~~ matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered~~non-discretionary~~ and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.
*~~Q. What is a quorum requirement?~~*		A. A quorum of our shareholders is necessary to hold a valid Extraordinary General Meeting. A quorum will be present at the Extraordinary General Meeting if the holders of a majority of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. As of the record date for the Extraordinary General Meeting, the holders of at least 12,500,001 ordinary shares would be required to achieve a quorum.
		Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Extraordinary General Meeting. Abstentions and broker~~non-votes~~ ~~will be counted towards the quorum requirement, but will not count as a vote cast at the Extraordinary General~~


		~~Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the Extraordinary General Meeting.~~
*~~Q. Who can vote at the Extraordinary General Meeting?~~*		A. Only holders of record of our ordinary shares at the close of business on January 17, 2020 are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments or postponements thereof. On this record date, 25,000,000 ordinary shares were outstanding and entitled to vote.
		Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.
		Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.
*~~Q. Does the Board recommend voting for the approval of the Extension Proposal and the Adjournment Proposal?~~*		A. Yes. After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension Proposal and, if presented, the Adjournment Proposal are in the best interests of the Company and its shareholders. The Board recommends that our shareholders vote “FOR” the Extension Proposal and the Adjournment Proposal.
*~~Q. What interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?~~*		A. Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership, including indirect ownership, of founder shares and warrants that may become exercisable in the future and loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Proposal— Interests of our Sponsor, Directors and Officers.”
*~~Q. Do I have appraisal rights if I object to the Extension Proposal?~~*		~~A. Our shareholders do not have appraisal rights in connection with the Extension Proposal under Cayman Islands law.~~


*~~Q. What do I need to do now?~~*		A. We urge you to read carefully and consider the information contained in this Proxy Statement, and to consider how the proposals will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.
*~~Q. How do I vote?~~*		A. If you are a holder of record of our ordinary shares, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying~~pre-addressed~~ ~~postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person if you have already voted by proxy.~~
		If your ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.
*~~Q. How do I redeem my ordinary shares?~~*		~~A. Each of our public shareholders may submit an election that, if the Extension is implemented, such public shareholder elects to redeem all or a portion of his public shares at aper-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any proposed initial business combination, or if we have not consummated a business combination by the Extended Date.
		In order to tender your ordinary shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. You should tender your ordinary shares in the manner described above prior to 5:00 p.m. Eastern Time on February [●], 2020 (two business days before the Extraordinary General Meeting).


*~~Q. What should I do if I receive more than one set of voting materials?~~*		A. You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
*~~Q. Who is paying for this proxy solicitation?~~*		A. We will pay for the entire cost of soliciting proxies. We have engaged Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Morrow a fee of $22,500. We will also reimburse Morrow for reasonable~~out-of-pocket~~ expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
*~~Q. Who can help answer my questions?~~*		~~A. If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor:~~ ~~Morrow Sodali LLC~~ ~~470 West Avenue, 3rd Floor~~ ~~Stamford, Connecticut 06902~~ ~~Individuals call toll-free: (800)662-5200~~ ~~Banks and brokerage, please call (203)658-9400~~ ~~Email:LHC.info@investor.morrowsodali.com~~ ~~If you have questions regarding the certification of your position or delivery of your ordinary shares, please contact:~~ ~~Continental Stock Transfer & Trust Company~~ ~~1 State Street 30th Floor~~ ~~New York, New York 10004~~ ~~Attention: Mark Zimkind~~ ~~E-mail:mzimkind@continentalstock.com~~ You may also obtain additional information about us from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) by following the instructions in the section entitled “Where You Can Find More Information.”

~~FORWARD-LOOKING STATEMENTS~~

This Proxy Statement contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Proxy Statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean thattheir reasonable, out-of-pocket expenses.

What Constitutes a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks,~~geo-political~~ ~~risks, acts of terror or war, and those risk factors described under “Item 1A. Risk Factors” of the Company’s Annual Report on Form10-K~~ filed with the SEC on March 29, 2019 and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict.

All such forward-looking statements speak only as of the date of this Proxy Statement. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this “Forward-Looking Statements” section.

~~BACKGROUND~~

~~We are a blank check company incorporated on November 29, 2017 as a Cayman Islands exempted company and formed~~Quorum for the ~~purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization~~Annual Meeting?

The presence, virtually or ~~similar business combination with one or more businesses.~~

On February 15, 2018, we consummated the IPO of our units (the “units”), with each unit consisting of one Class A ordinary share, par value $0.0001 per share, which we refer to as the “public shares,” and~~one-half~~ of one warrant. Simultaneously with the closing of the IPO, we completed the private sale of 4,000,000 warrants (the “private placement warrants”) at a purchase price of $1.50 per private placement warrant, to our Sponsor generating gross proceeds to us of $6,000,000. The private placement warrants are substantially identical to the warrants sold as part of the units in the IPO, except that our Sponsor has agreed not to transfer, assign or sell any of the private placement warrants (except to certain permitted transferees) until 30 days after the completion of our initial business combination. The private placement warrants are also not redeemable by ~~us so long as they are held by our Sponsor or its permitted transferees, and they may be exercised by our Sponsor and its permitted transferees on a cashless basis.~~

Following the closing of the IPO, a total of $200,000,000 from the net proceeds of the sale of the units in the IPO and certain of the proceeds of the sale of the private placement warrants was placed in a Trust Account. The Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds investing solely in United States Treasuries and meeting certain conditions under Rule~~2a-7~~ under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government obligations. At January [●], 2020, funds in the Trust Account totaled $[●] and were held in money market funds.

Our Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of founder shares and warrants that may become exercisable in the future and loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extension Proposal—Interests of our Sponsor, Directors and Officers.”

On the record date of the Extraordinary General Meeting, there were 25,000,000 ordinary shares outstanding, of which 20,000,000 were public shares and 5,000,000 were founder shares. The founder shares carry voting rights in connection with the Extension Proposal and the Adjournment Proposal, and we have been informed by our Sponsor and independent directors that hold 5,000,000 founder shares in the aggregate, that they intend to vote in favor of the Extension Proposal and the Adjournment Proposal.

~~Our principal executive offices are located at 21 Grosvenor Place, London SW1X 7HF, United Kingdom and our telephone number is +44 20 7201 2200.~~

~~PROPOSAL 1—THE EXTENSION PROPOSAL~~

~~The Extension Proposal~~

~~We are proposing to extend the date by which we have to consummate a business combination to the Extended Date.~~

If the Extension Proposal is not approved and we do not consummate a business combination by February 15, 2020, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

The purpose of the Extension is to allow us more time to complete an initial business combination. The Articles provide that we have until February 15, 2020 to complete a business combination. While we are currently in discussions with respect to a business combination opportunity, our Board currently believes that there will not be sufficient time to complete a business combination by February 15, 2020. Therefore, our Board has determined that it is in the best interests of our shareholders to extend the date that we have to consummate a business combination to the Extended Date in order that our shareholders can have the chance to participate in an investment opportunity. This Extension Proposal is being sought in connection with a proposed business combination regarding which we are currently in discussion.

~~The Board’s Reasons for the Extension Proposal~~

Our Articles provide that if our shareholders approve an extension of our obligation to redeem all of our public shares if we do not complete our initial business combination before February 15, 2020, we will provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares upon such approval at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. We believe that this provision of the Articles was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable business combination in the timeframe contemplated by the Articles.

Our Board believes current circumstances and negotiation warrants providing those who believe they might execute a potential business combination to be an attractive investment with an opportunity to consider such a transaction, inasmuch as we are also affording shareholders who wish to redeem their public shares the opportunity to do so. This Extension Proposal is being sought in connection with a proposed business combination regarding which we are currently in discussion. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business combination in the future and the right to redeem your public shares in connection with such initial business combination.

~~If the Extension Proposal is not Approved~~

Our board will abandon the Extension if our shareholders do not approve the Extension Proposal. If the Extension Proposal is not approved and we do not consummate a business combination by February 15, 2020, as

contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

~~If the Extension Proposal is Approved~~

Upon approval of the Extension Proposal the Extension will be implemented. We will remain a reporting company under the Exchange Act, and our units, public shares and warrants will remain publicly traded.

If the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $[●] that was in the Trust Account as of January [●], 2020. In such event, we may need to obtain additional funds to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable or at all.

If the Extension Proposal is approved but we do not complete a business combination by the Extended Date, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

~~Full Text of Resolution~~

“RESOLVED, as an ordinary resolution, that the extension of the date by which the Company must either (a) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities or (b) (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all of the Company’s Class A ordinary shares included as part of the units sold in the Company’s initial public offering

that was consummated on February 15, 2018; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining members and the Company’s board of directors, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, from February 15, 2020 to July 31, 2020 be confirmed, ratified and approved in all respects.”

~~Vote Required for Approval~~

~~The Extension Proposal must be approved as an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote~~proxy, of the holders of a majority of the ~~then issued and~~voting power of the capital stock of DMS outstanding ~~ordinary shares who, being present~~ and entitled to vote at the ~~Extraordinary General~~2021 Annual Meeting, ~~vote~~including its Class A common stock and Class B common stock, is necessary to constitute a quorum at the ~~Extraordinary General~~2021 Annual Meeting. ~~Abstentions~~Votes of stockholders of record who are present at the 2021 Annual Meeting virtually or by proxy, broker non-votes and ~~brokernon-votes,~~ ~~while considered~~abstentions will be counted for purposes of determining whether a quorum exists. A quorum is necessary before business may be transacted at the 2021 Annual Meeting except that, even if a quorum is not present, with respect to some or all matters to be voted upon, the Chairman of the 2021 Annual Meeting or the holders of shares having a majority of the voting power present, virtually or by proxy, with respect to the matter or matters to be voted upon, shall have the power to adjourn the 2021 Annual Meeting, from time to time until a quorum is present with respect to such matter or matters to be voted upon. As of the record date for the ~~purposes~~2021 Annual Meeting, there were 35,299,199 shares of ~~establishing~~Class A common stock, and [25,999,464 shares of Class B common stock, outstanding and entitled to vote, or a total of 61,298,663 shares of common stock outstanding and entitled to vote. Thus, the holders of 61,298,663 shares of common stock or its equivalents must be present virtually or represented by proxy at the meeting to have a quorum for the transaction of business.

How do I Attend the 2021 Annual Meeting?

This year’s Annual Meeting will be held entirely online due to the public health impact of COVID-19 and to support the health and well-being of our communities, stockholders, employees and other stakeholders. Stockholders of record as of the record date will be able to attend and participate in the Annual Meeting online by accessing http://www.virtualshareholdermeeting.com/DMS2021. To join the Annual Meeting, you will need to have your 16-digit control number, which is included on your proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. Even if you plan to attend the Annual Meeting online, we recommend that you also vote by proxy as described herein so that your vote will be counted if you decide not ~~count~~to attend the Annual Meeting.

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The live audio webcast of the Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. We encourage our stockholders to access the meeting prior to the start time.

To attend the online Annual Meeting, log in at http://www.virtualshareholdermeeting.com/DMS2021. Stockholders will need their 16-digit control number, which appears on the proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a ~~vote cast~~control number and gain access to the meeting.

Will there be a Question & Answer Session?

As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer pertinent questions submitted during the meeting via the Q&A, as time permits. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. Answers to any pertinent questions that are not addressed during the Annual Meeting will be published following the meeting on the Company’s website at www.DigitalMediaSolutions.com under “Investor Relations-Proxy Materials.”

What if I need Technical Assistance?

Beginning 15 minutes prior to the ~~Extraordinary General Meeting.~~start of and during the Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, you should call the support team listed on the virtual meeting website at http://www.virtualshareholdermeeting.com/DMS2021.

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~~Recommendation~~

ELECTION OF DIRECTORS

(PROPOSAL 1)

The size of our Board is determined by resolution of the Board, subject to the requirements of our Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws. Our Board currently consists of the following seven directors: Joseph Marinucci; Fernando Borghese; Robbie Isenberg; James Miller; Mary Minnick; Lyndon Lea and Robert Darwent, each of whom is nominated for election at the 2021 Annual Meeting.

Name	Age	Committee Membership
Joseph Marinucci	46	—
Fernando Borghese⁽¹⁾	42	—
Robbie Isenberg⁽²⁾	39	Compensation Committee
James Miller⁽²⁾	42	Compensation Committee
Mary Minnick⁽³⁾	61	Compensation Committee (Chairman), Audit Committee
Lyndon Lea	52	Audit Committee
Robert Darwent⁽⁴⁾	48	Audit Committee (Chairman)

(1)	Nominated by Prism Data, LLC (“Prism”).

(2)	Nominated by Clairvest Group Inc. (“Clairvest”)

(3)	Nominated by Prism and Clairvest.

(4)	Nominated by Leo Investors Limited Partnership

The Board will continue to evaluate the size of the Board and make adjustments as needed to meet the current and future needs of the Company.

Our Board has nominated each of Joseph Marinucci; Fernando Borghese; Robbie Isenberg; James Miller; Mary Minnick; Lyndon Lea and Robert Darwent, for election as a director at the 2021 Annual Meeting, to hold office until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

Joseph Marinucci; Fernando Borghese; Robbie Isenberg; James Miller; Mary Minnick; Lyndon Lea and Robert Darwent are to be elected by a majority of the votes cast by holders of DMS’ Class A common stock and Class B common stock, voting as a single class.

If you vote by proxy, the proxy holders will vote your shares in the manner you indicate. If you submit a proxy, but do not indicate any voting instructions, the proxy holders will vote the shares of common stock represented thereby for the election as directors of the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors.

Each nominee has consented to be named in this Proxy Statement, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve or for good cause will not serve as a director, it is intended that proxies will be voted for a substitute nominee designated by the Board, or, in the discretion of the Board, the Board may elect to reduce its size.

The principal occupations and certain other information about the nominees for director (including the skills and qualifications that led to the conclusion that they should serve as directors) are set forth below.

Board Recommendation

The Board unanimously recommends a vote “FOR” the election of Joseph Marinucci; Fernando Borghese; Robbie Isenberg; James Miller; Mary Minnick; Lyndon Lea and Robert Darwent, as directors.

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BOARD OF DIRECTORS

Board of Directors

Our business and affairs are managed by or under the direction of our Board of Directors (“Board”). Set forth below is certain information with respect to our nominees for election as directors at the 2021 Annual Meeting, all of whom are current directors of the Company. This information has been provided by each director nominee at the request of the Company. There is no familial relationship between any of our executive officers and directors. Each of the director nominees has been nominated by our Board for election at the 2021 Annual Meeting, to hold office until the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.

Director Nominees

Name	Age	Position
Joseph Marinucci	46	President, Chief Executive Officer and Director
Fernando Borghese⁽¹⁾	42	Chief Operating Officer and Director
Robbie Isenberg⁽²⁾	39	Director
James Miller⁽²⁾	42	Director
Mary Minnick⁽³⁾	61	Chairperson and Director
Lyndon Lea	52	Director
Robert Darwent⁽⁴⁾	48	Director

(1)	Nominated by Prism Data, LLC (“Prism”).

(2)	Nominated by Clairvest Group Inc. (“Clairvest”)

(3)	Nominated by Prism and Clairvest.

(4)	Nominated by Leo Investors Limited Partnership

Joseph Marinucci has served as Chief Executive Officer of DMS since co-founding DMS in 2012 and a Director since 2020. Previously, Mr. Marinucci co-founded Interactive Media Solutions, a direct response marketing firm, and served as its President from 2000 to 2012. From 2015 to 2019, Mr. Marinucci served as a Board Member of LeadsCouncil, an independent association whose members are companies in the online lead generation industry. Mr. Marinucci holds a Bachelor of Science in Accounting from Binghamton University. In light of our ownership structure and Mr. Marinucci’s extensive executive leadership and management experience, the Board believes it is appropriate for Mr. Marinucci to serve as our director.

Fernando Borghese has served as Chief Operating Officer of DMS since co-founding DMS in 2012 and has served as a Director since the completion of the Company’s Business Combination in July 2020. Prior to DMS, Mr. Borghese was Executive Vice President at DMi Partners, a digital marketing agency. Mr. Borghese has served as a Board Member of LeadsCouncil since 2019. Mr. Borghese holds a Bachelor of Arts in Political Science from Trinity College-Hartford. In light of our ownership structure and Mr. Borghese’s extensive experience as an operating executive officer and manager, and in-depth knowledge and understanding of digital marketing, the Board believes it is appropriate for Mr. Borghese to serve as our director.

Robbie Isenberg has served as a Director since the completion of the Business Combination in July 2020. Mr. Isenberg serves as a Managing Director of Clairvest and participates in all areas of the investment process. Prior to joining Clairvest in 20l0, Mr. Isenberg worked as a Senior Case Team Leader for the Monitor Group and in the investment banking group of Credit Suisse focusing on leveraged finance and mergers and acquisitions. In addition to DMS, Mr. Isenberg currently serves on the board of directors of Brunswick Bierworks, Inc. and ChildSmiles Group and has served on the board of directors of Cieslok Media, KUBRA and Lyophilization Services of New England. Other portfolio companies include New Meadowlands Racetrack. Mr. Isenberg has an MBA from Northwestern University’s Kellogg School of Management and an HBA from the Richard Ivey School of Business. In light of Mr. Isenberg’s extensive experience in investments as well as his service as a director of other private companies, the Board believes it is appropriate for Mr. Isenberg to serve as our director.

James H. Miller has served as a Director since the completion of the Business Combination in July 2020. Mr. Miller serves as General Counsel and Corporate Secretary at Clairvest, where he is responsible for all Clairvest legal matters and plays an active transaction execution role in all of Clairvest’s investment transactions. Mr. Miller serves on the board of directors of Head Digital Works (Ace2Three) and Brunswick Bierworks, Inc. Prior to joining

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Clairvest in May 2015, Mr. Miller practiced investments and mergers & acquisitions and capital markets law at Torys LLP in Toronto for close to ten years. Mr. Miller has a B.A. (Hons.) from Mount Allison University and an LL.B. from Dalhousie University. In light of Mr. Miller’s experience in investments, mergers and acquisitions, the Board believes it is appropriate for Mr. Miller to serve as our director.

Mary E. Minnick has served as a Director and chairperson of the Board since the completion of the Business Combination in July 2020. Ms. Minnick was a Partner of Lion Capital from 2007 until 2017. Previously, Ms. Minnick served in various capacities at The Coca-Cola Company (NYSE:KO), including as Chief Operating Officer of Asia and Global President of Marketing, Strategy and Innovation, from 1983 to 2007. Ms. Minnick is a member of the board of directors of the Target Corporation (NYSE:TGT), which she joined in 2005, Leo Holdings Corp. II (NYSE: LHC.U), a special purpose acquisition company (“Leo II”) and Leo Holdings III Corp. (NYSE: LIII.U), a special purpose acquisition company (“Leo III”). Ms. Minnick has also served as a member of the board of directors of the global brewer Heineken (AMS:HEIA) from 2008 to 2015, the consumer packaged food and beverage company WhiteWave Foods Co. (NYSE:WWAV) from 2012 to 2016 and the global nutrition company Glanbia plc from 2019 to 2020. Ms. Minnick has an MBA from Duke University and a BA in Business from Bowling Green State University. In light of Ms. Minnick’s prior experience in various executive positions, as well as her service as a director of other publicly traded companies, the Board believes it is appropriate for Mr. Minnick to serve as our director.

Lyndon Lea has served as a Director since the completion of the Business Combination in July 2020. Mr. Lea is a founder of Lion Capital and has served as its Managing Partner since its inception in 2004. Prior to founding Lion Capital, Mr. Lea was a partner of Hicks, Muse, Tate & Furst where he co-founded its European operations in 1998. From 1994 to 1998, Mr. Lea served at Glenisla, the former European affiliate of Kohlberg Kravis Roberts & Co., prior to which he was an investment banker at Schroders in London and Goldman Sachs in New York. Mr. Lea graduated with a BA in Honors Business Administration from the University of Western Ontario in Canada in 1990. Mr. Lea is currently a director of the following companies: Leo II; Leo Holdings III Corp.; AllSaints, the UK fashion brand; Alex & Ani, the North American jewelry brand; Hatchbeauty, the North American fashion brand; food and nutrition companies Lenny & Larry’s, Nutiva (both North American), and Picard Surgeles (France); and the French eyewear company Alain Afflelou.

Mr. Lea previously led investments in, and sat on the board of, UK cereal company Weetabix; French food manufacturer Materne; restaurant chain wagamama; global, luxury shoe company, Jimmy Choo; private label razor business, Personna; soft drinks business, Orangina; snack business, Kettle Foods; Finnish bakery company, Vaasan; European frozen food brand, Findus; Dutch foodservice company, Ad Van Geloven; global hair accessories brand, ghd; global brand development, marketing and entertainment company, Authentic Brands Group; UK food company, Premier Foods (LON:PFD); UK biscuit business, Burton’s Foods; UK furniture company, Christie-Tyler; leading European automotive valuation guide, EurotaxGlass’s; Polish cable company, Aster City Cable; champagne houses G.H. Mumm and Champagne-Perrier-Jouët; directories group, Yell; and clothing company, American Apparel. Mr. Lea also previously sat on the board of Aber, a diamond mining company, which owned the luxury jewelry brand Harry Winston. In light of Mr. Lea’s extensive investment experience over twenty years, as well as his service as a director of other publicly traded and private companies, the Board believes it is appropriate for Mr. Lea to serve as our director.

Robert Darwent has served as a Director since the completion of the Business Combination in July 2020. Alongside Mr. Lyndon Lea, Mr. Darwent is a founder of Lion Capital where he sits on the Investment Committee and Operating Committee of the firm. Prior to founding Lion Capital in 2004, Mr. Darwent worked with Mr. Lea in the European operations of Hicks, Muse, Tate & Furst since its formation in 1998. From 1995 to 1998, Mr. Darwent worked in the London office of Morgan Stanley in their investment banking and private equity groups. Mr. Darwent graduated from Cambridge University in 1995.

Mr. Darwent is currently a director of the following companies: Loungers, the UK bar and restaurant chain; Gordon Ramsay North America, the North American restaurant group; Gruppo Menghi, the Italian footwear company; Spence Diamonds, a North American diamond jewelry retailer, Leo II and Leo III. Previously, Mr. Darwent has sat on the board of the following companies: Authentic Brands Group, the global brand licensing company AS Adventure, the leading European outdoor specialist retailer; Burton’s Foods, the UK biscuit business; Christie-Tyler, the UK furniture manufacturer; ghd, the global hair appliances business; Jimmy Choo, the luxury shoe and accessories brand; La Senza, the UK lingerie retailer; G.H. Mumm and Champagne Perrier-Jouët, the champagne houses; wagamama, the restaurant chain; and Weetabix, the cereal company.

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In light of Mr. Darwent’s extensive investment experience over twenty years, as well as his service as a director of private companies, the Board believes it is appropriate for Mr. Darwent to serve as our director. In addition, Mr. Darwent’s background and skills qualify him to chair our Audit Committee and to serve as an audit committee financial expert.

Director Independence

The rules of the New York Stock Exchange (“NYSE”) require that a majority of our Board be independent. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). Each of our directors, other than Joseph Marinucci and Fernando Borghese, qualifies as an independent director under NYSE listing standards.

Committees of the Board of Directors

The Board has two standing committees: an audit committee and a compensation committee. Our audit committee is composed of three independent directors, and our compensation committee is composed of three independent directors.

In light of our status as a “controlled company” within the meaning of NYSE listing standards, our Board has determined not to establish an independent nominating committee or have its independent directors exercise the nominating function and has elected instead to have the Board be directly responsible for nominating members of the Board. As ~~herein, after careful consideration~~described above, the majority of ~~all relevant factors,~~our Board is currently comprised of independent directors, and our Board has established a Compensation Committee comprised entirely of independent directors.

Audit Committee and Audit Committee Financial Expert

The Audit Committee was established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934, as amended (“Exchange Act”). During the year ended December 31, 2020, the Audit Committee held one meeting. The members of the Audit Committee consist of Robert Darwent, Lyndon Lea and Mary E. Minnick. Notwithstanding the fact that entities controlled by Mr. Lea and entities affiliated with Mr. Lea currently hold more than 10% of the Company’s outstanding Class A Common Stock, our Board has considered the independence and other characteristics of each member of our Audit Committee and believes that the composition of the Audit Committee meets the requirements for independence under the applicable requirements of the NYSE and SEC rules and regulations. Each of Messrs. Darwent and Lea and Ms. Minnick is financially literate and our Board has determined that Mr. Darwent qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the ~~Extension Proposal~~SEC. The Board has considered the qualifications of the current members of the Audit Committee and has determined that they possess the skills necessary to review and analyze the Company’s financial statements and processes and to fulfill their other duties in accordance with the terms of the Audit Committee Charter.

The Audit Committee is responsible, among its other duties, for engaging, overseeing, evaluating and replacing the Company’s independent registered public accounting firm, pre-approving all audit and non-audit services by the independent registered public accounting firm, reviewing the scope of the audit plan and the results of each audit with management and the independent registered public accounting firm, reviewing the Company’s internal audit function, reviewing the adequacy of the Company’s system of internal accounting controls and disclosure controls and procedures, reviewing the financial statements and other financial information included in the Company’s annual and quarterly reports filed with the SEC, and exercising oversight with respect to the Code of Conduct and other policies and procedures regarding adherence with legal requirements. The Audit Committee’s duties are set forth in the Audit Committee Charter. A copy of the Audit Committee Charter is available under the “Investor Relations-Governance” section of our website at: www.DigitalMediaSolutions.com.

Compensation Committee

Our Compensation Committee consists of three members of the Board, all of whom are independent directors. During the year ended December 31, 2020, the Compensation Committee held two meetings. The members of the Compensation Committee consist of Ms. Minnick, Mr. Isenberg and Mr. Miller, each of whom is independent and a “non-employee director” as defined by Rule 16b-3 under the Exchange Act.

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The Compensation Committee is primarily responsible for overseeing the Company’s compensation and employee benefit plans and practices, including its executive compensation plans and its incentive-compensation and equity-based plans. Among other matters, the Compensation Committee reviews annually the goals and objectives of the Company’s executive compensation plans; evaluates the performance of our Chief Executive Officer and other executive officers in light of the goals and objectives of the Company; determines the compensation of our Chief Executive Officer and the other executive officers (either as a committee or as directed by the Board); evaluates the compensation of the Board and Committee service by non-employee directors; reviews perquisites or other personal benefits of the executive officers and directors; and approves equity awards under our stock plan. A copy of the Compensation Committee Charter is available under the “Investor Relations-Corporate Governance” section of our website at: www.DigitalMediaSolutions.com.

Corporate Governance Guidelines

The Board has approved the Corporate Governance Guidelines (the “Guidelines”), which address responsibilities of Board, Board leadership, director qualifications and independence standards, Board compensation matters, Board orientation and continuing education, Board committees, and succession planning. A copy of the Guidelines is available under the “Investor Relations-Corporate Governance” section of our website at www.DigitalMediaSolutions.com.

Director Nomination Agreement

At the closing of the Business Combination (the “Closing”), the Company entered into the Director Nomination Agreement with Leo Investors Limited Partnership, a Cayman Islands exempted limited partnership (“Sponsor”); Sponsor PIPE Entity, Clairvest Group Inc. and Prism, pursuant to which, among other things, (i) each of Sponsor PIPE Entity, Clairvest and Prism obtained certain rights to designate a certain number of individuals to be nominated for election to the Board as of and, subject to certain conditions, from and after, the Closing, (ii) Sponsor obtained the right to designate one director to be nominated for election to the Board as of the Closing and (iii) the Chief Executive Officer of the Company will be a member of the Board as of and, subject to certain conditions, from and after the Closing.

The Director Nomination Agreement entitles Clairvest or its permitted assigns to designate director nominees to the Board from and after the Closing as follows:

two individuals to be nominated for election to the Board, one of whom shall be independent under the applicable rules of the NYSE, for so long as Clairvest and Prism collectively Beneficially Own (as defined in the Director Nomination Agreement) or control, directly or indirectly, at least 40% of the total number of issued and outstanding shares of DMS Class A Common Stock, DMS Class B common stock and DMS Class C common stock all considered together as a single class (the “Voting Interests”); or

2.	one individual to be nominated for election to the Board for so long as Clairvest Beneficially Owns or controls, directly or indirectly, at least 8% of the total number of Voting Interests issued and outstanding.

The Director Nomination Agreement entitles Prism or its permitted assigns to designate one individual to be nominated for election to the Board from and after the Closing for so long as Prism Beneficially Owns or controls, directly or indirectly, at least 8% of the total number of Voting Interests issued and outstanding.

The Director Nomination Agreement entitles Clairvest and Prism to mutually designate one additional director nominee, who will be independent, and qualified to serve on the audit committee of the Board, under the applicable rules of the NYSE (or any applicable exchange on which the Company’s securities may be listed) and the SEC (including Rule 10A-3 of the Exchange Act) (the “Independence Requirements”), for so long as Clairvest and Prism collectively Beneficially Own or control, directly or indirectly, at least fifty percent (50%) of the total number of Voting Interests issued and outstanding.

The Director Nomination Agreement entitles Sponsor PIPE Entity or its permitted assigns to designate one individual to be nominated for election to the Board, who will be independent, and qualified to serve on the audit committee of the board of the Company, under the Independence Requirements, from and after the Closing for so long as Sponsor PIPE Entity Beneficially Owns or controls, directly or indirectly, at least 8% of the total number of Voting Interests issued and outstanding.

The Director Nomination Agreement requires the Company to take all necessary and desirable actions, such that the CEO Director will serve on the Board for so long as Prism Beneficially Owns or controls, directly or indirectly,

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at least 8% of the total number of Voting Interests issued and outstanding or, if earlier, the CEO Director (as defined in the Director Nomination Agreement) ceases to be the Chief Executive Officer of the Company.

The Director Nomination Agreement requires each of Sponsor, Sponsor PIPE Entity, Clairvest and Prism to vote, or cause to be voted, all of their respective Voting Interests at any meeting (or written consent) of the stockholders of the Company with respect to the election of directors in favor of each of the individuals designated to be nominated for election to the Board in accordance with the Director Nomination Agreement.

Stockholder and Other Interested Party Communications with the Board and/or Non-Employee Directors

The Board welcomes communications from the Company’s stockholders and other interested parties and has adopted a procedure for receiving and addressing those communications. Stockholders and other interested parties may send written communications to the Board or the non-employee directors by writing to the Board or the non-employee directors at the following applicable address: Board/Non-Employee Directors, Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, Florida 33762, Attention: Secretary. The Secretary will review and forward all communications from stockholders or other interested parties to the intended recipient.

Meeting Attendance

During the year ended December 31, 2020, our Board held three meetings. During 2020, each of our directors attended more than 75% of the aggregate number of meetings of our Board held during the period in which he was a director and the committees on which he served during the periods that he served. Directors are expected, absent schedule conflicts, to attend our Annual Meeting of Stockholders each year.

Code of Conduct and Ethics Hotline

We have a Code of Conduct that covers our directors, officers (including our Chief Executive Officer, Chief Financial Officer and Chief Operating Officer) and employees and satisfies the requirements for a “code of ethics” within the meaning of SEC rules. A copy of the code is posted in the “Governance Documents” section on the Investor Relations page of our website at www.DigitalMediaSolutions.com. The code is available in print to any person without charge, upon request sent to the Secretary at Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, FL 33762. We will disclose, in accordance with all applicable laws and regulations, amendments to, or waivers from our Code of Conduct.

Any suggestions, concerns or reports of misconduct at our Company or complaints or concerns regarding our financial statements and accounting, auditing, internal control and reporting practices can be may made anonymously by (i) calling one of the Company’s toll-free hotlines at (800) 833-222-0944 (for English-speaking callers located in the United States or Canada) or (800) 216-1288; dial-in 001-800-681-5340 (for Spanish-speaking callers located in North America), (ii) emailing reports@lighthouse-services.com, (iii) visiting the website at www.lighthouse-services.com/dmsgroup or (iv) faxing (215) 689-3885, each of which is managed by an independent third party service provider allows employees to submit their report anonymously. A person may also submit a report by mail to the General Counsel or the Audit Committee of the Board at 4800 140th Avenue N., Suite 101, Clearwater, FL 33762 or any other principal business address as updated and filed by the Company with the SEC from time to time.

Board Leadership Structure

The Guidelines do not require the separation of the offices of the Chairman and the Company’s Chief Executive Officer. The Board may choose its Chairman in any way that it deems best for the Company at any given point in time.

The Board believes that, as part of our efforts to embrace and adopt good corporate governance practices, different individuals should hold the positions of Chairperson of the Board and Chief Executive Officer to aid in the Board’s oversight of management. The Board believes that separation of the roles of Chairperson and CEO is the best governance model for DMS and its stockholders at this time.

The Board believes this governance structure provides a form of leadership that allows the Board to function distinct from management, capable of objective judgment regarding management’s performance, and enables the Board to fulfill its duties effectively and efficiently. Ms. Minnick currently serves as the Company’s Chairperson.

Board Role in Risk Oversight

The responsibility for the day-to-day management of risk lies with senior management, while the Board, and each of the Board committees, is responsible for overseeing the risk management process to ensure that it is properly

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designed, well-functioning and consistent with the Company’s overall corporate strategy. The role of the Board in the Company’s risk oversight process includes reviewing the Company’s key business risks, understanding how these risks could affect our Company and receiving regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal, investment and liquidity, information security (including cybersecurity) and strategic and reputational risks. The Board receives regular reports from the Company’s Chief Information Officer regarding the Company’s cybersecurity measures, policies and procedures.

The Board also believes its oversight of risk is enhanced by its current leadership structure (discussed above) because the CEO, who is ultimately responsible for the Company’s management of risk and has in-depth knowledge and understanding of the Company, is best able to bring key business issues and risks to the Board’s attention.

Non-Employee Director Compensation

In 2020, our Board of Directors approved the following yearly cash compensation for non-employee directors.

			Cash ($)
Annual director retainer			$40,000
Lead director annual retainer			$20,000
Audit Committee chairman annual retainer			$20,000
Compensation Committee chairman annual retainer			$15,000
Audit Committee member annual retainer			$10,000
Compensation Committee member annual retainer			$7,500

In October 2020, the Board of Directors approved a grant of 13,000 RSUs to each of the non-employee directors, which will vest on the date of the 2021 annual stockholder meeting, June 24, 2021.

2020 Director Compensation

The following table lists the compensation paid to our non-employee directors during 2020:

Name⁽¹⁾	Fees Earned or Paid in Cash	Stock Awards($)⁽²⁾	Total
Robbie Isenberg	$21,771	$95,030	$116,801
James Miller	$21,771	$95,030	$116,801
Mary Minnick	$38,958	$95,030	$133,988
Lyndon Lea	$22,917	$95,030	$117,947
Robert Darwent	$27,500	$95,030	$122,530

(1)

In addition to serving as a director, Mr. Marinucci serves as our Chief Executive Officer and his compensation is reflected in the Summary Compensation Table. Mr. Borghese serves as our Chief Operating Officer. Messrs. Marinucci and Borghese do not receive any compensation for serving as directors. Accordingly, they are omitted from the table.

(2)

Represents the full grant date fair value of RSUs granted in 2020, calculated in accordance with FASB ASC Topic 718. We value RSUs using the closing market price of our common stock reported on NYSE on the applicable grant date. All RSUs vest on the 2021 annual meeting of stockholders, provided the director remains in continuous service with the Company through such date. For additional valuation assumptions, see Note 1 to our Consolidated Financial Statements for the fiscal year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 18, 2021.

Outstanding Equity Awards of Directors at Fiscal Year End

The following table lists the number of outstanding RSU awards held by our non-employee directors as of December 31, 2020. The reported numbers reflect only grants made by the Company and do not include any other shares of our common stock that a director may have acquired on the open market or otherwise beneficially own.

Name			Stock Awards (#)
Robbie Isenberg			13,000
James Miller			13,000
Mary Minnick			13,000
Lyndon Lea			13,000
Robert Darwent			13,000

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EXECUTIVE OFFICERS

Executive officers are elected by and serve at the discretion of the Board. In addition to Mr. Marinucci, our Chief Executive Officer, and Fernando Borghese, Chief Operating Officer, whose biographical information appears above, set forth below are the names, ages and biographical information for each of our current executive officers as of April 26, 2021.

Name	Age	Position
Joseph Marinucci	46	President, Chief Executive Officer and Director
Fernando Borghese	42	Chief Operating Officer and Director
Vasundara Srenivas	46	Chief Financial Officer
Joseph Liner	43	Chief Revenue Officer
Jonathan Katz	51	Chief Media Officer
Matthew Goodman	46	Chief Information Officer
Jason Rudolph	47	Chief Product Officer
Anthony Saldana	51	General Counsel, Executive Vice President of Legal & Compliance and Secretary

Vasundara Srenivas, has served as Chief Financial Officer of DMS since 2021. Previously, Ms. Srenivas has held various financial and accounting positions of increasing seniority, including most recently as the Chief Financial Officer, at Boeing Capital Corporation, a wholly-owned, multi-billion dollar subsidiary of Boeing Company from 2018 to 2021. Previously, Ms. Srenivas served as Corporate Financial Planning and Analysis Leader for Raytheon Austrial P/L from 2004 to 2008. From 1997 to 2004, Ms. Srenivas served as Corporate Accountant for TransACT Communications.

Joseph ‘Joey’ Liner has served as the Chief Revenue Officer of DMS since 2018. Prior to DMS, Mr. Liner co-founded DoublePositive, a performance marketing company specializing in call center services and strategic lead management agency services for big brands in mortgage and online education, and served as its President from 2015 to 2018. Mr. Liner earned his undergraduate degree in Business Management from Towson University.

Jonathan Katz has served as the Chief Media Officer of DMS since 2016. Prior to DMS, Mr. Katz served as Founder and Chief Executive Officer of Domain Development Studios, which developed original content across its portfolio of vertical and geo-focused brands with strategic emphasis in Healthcare solutions. Mr. Katz studied computer science at Florida State University.

Matthew Goodman has served as the Chief Information Officer of DMS since co-founding DMS in 2012. Previously, Mr. Goodman was Chief Information Officer of Interactive Marketing Solutions. Mr. Goodman attended the Master of Business Administration program at New York University’s Stern School of Business and earned his undergraduate degrees in Finance and Management Information System from Syracuse University.

Jason Rudolph has served as Chief Product Officer of DMS since 2019. Prior to DMS, Mr. Rudolph was Chief Technology Officer at W4 Performance Ad Market from 2015 to 2018. Mr. Rudolph also served as Founder and Chief Executive Officer of Sound Advertising Group from 2008 to 2015.

Anthony Saldana has served as General Counsel, Executive Vice President of Legal & Compliance and Secretary of DMS since January 2021. Mr. Saldana brings to DMS over 20 years of extensive corporate law experience in mergers and acquisitions, corporate finance, corporate governance and securities matters. Prior to joining DMS, Mr. Saldana was Counsel at Skadden, Arps, Slate, Meagher & Flom LLP, where he worked from 2000 to 2020. Mr. Saldana received a J.D. from the Yale Law School and a Bachelor of Arts, magna cum laude, from Harvard College.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was at any time during fiscal 2020 an officer or employee of DMS or any of our subsidiaries, and no member has ever served as an officer of DMS. None of our executive officers serves or, during fiscal 2020, served as a member of the board of directors or the compensation committee of any entity that has one or more executive officers serving as a member of the DMS Board or Compensation Committee.

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Insider Trading Policy

The Company’s insider trading policy prohibits directors, officers, and employees (including each of our named executive officers), as well as certain family members, others living in the person’s household, and persons or entities whose transactions in Company securities are subject to such person’s influence or control, from trading in securities of the Company (or securities of any other company with which the Company does business) while in possession of material nonpublic information, other than in connection with a Rule 10b5-1 plan adopted in compliance with the policy. Such individuals are also strongly discouraged from engaging in hedging transactions on the Company’s common stock, including but not limited to prepaid variable forwards, equity swaps, collars and exchange funds without prior approval from the Company’s General Counsel. The policy also prohibits the pledging of Company common stock as a collateral for a margin loan.

In addition, before any of our directors or executive officers engages in certain transactions involving Company securities, such director or executive officer must obtain pre-clearance of the transaction from the Company’s General Counsel.

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EXECUTIVE COMPENSATION

This section describes executive compensation of DMS’s directors and named executive officers during the fiscal year ended December 31, 2020 and 2019. The Company qualifies as a “smaller reporting company” under rules adopted by the SEC. Accordingly, the Company has provided scaled executive compensation disclosure that satisfies the requirements applicable to the Company in its status as a smaller reporting company. Under the scaled disclosure obligations, the Company is not required to provide, among other things, a compensation discussion and analysis or a compensation committee report, and certain other tabular and narrative disclosures relating to executive compensation.

Summary Compensation Table

The following Summary Compensation Table sets forth information regarding the compensation paid to, awarded to, or earned by our Chief Executive Officer and our two other most highly compensated executive officers (“Named Executive Officers”) for the fiscal years ended December 31, 2020 and 2019.

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽¹⁾⁽²⁾	Stock Awards ($)⁽⁴⁾	Option Awards ($)⁽⁴⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)⁽⁶⁾	Total Compensation ($)
Joseph Marinucci Chief Executive Officer	2020	$320,333	$933	$170,311	$767,500		$32,692	$1,291,769
Joseph Marinucci Chief Executive Officer	2019	$260,000						$260,000
Joseph Liner Chief Revenue Officer	2020	$397,660	$4,216	$287,963	$63,898	$170,450⁽⁵⁾	$32,508	$956,695
Joseph Liner Chief Revenue Officer	2019	$300,000	$192,874				$8,477	$501,351
Randall Koubek Chief Financial Officer	2020	$251,522	$1,000,729⁽²⁾⁽³⁾	$127,925	$28,384		$29,929	$1,438,489
Randall Koubek Chief Financial Officer	2019	$250,000	$100,000					$350,000

(1)

During 2020, we took temporary precautionary measures intended to help minimize the risk of the COVID-19 pandemic to our employees, our advertisers and the communities in which we participate, which could negatively impact our business, and implemented a Coronavirus Communications Plan, including a 90-day 20% reduction in the salaries of all of our employees at or above the director level, with the unpaid salary amounts to be repaid at a future date, along with a 5% bonus (subject to the satisfaction of certain conditions) for the months of April, May and June 2020. On July 22, 2020, the 5% bonus was paid: Mr. Marinucci received $933; Mr. Liner received $1,299; and Mr. Koubek received $729.

(2)

Messrs. Liner and Koubek were participants in the Digital Media Solutions, LLC Employee Incentive Plan (the “EIP”), which was a transaction-based bonus plan. In connection with the Business Combination, each of Messrs. Liner and Koubek entered into a letter agreement with DMS, pursuant to which they waived their respective rights to receive any transaction bonus under the EIP in exchange for a lump-sum cash payment equal to $2,917 and $4,861, respectively, and the potential to receive equity incentive awards from the Company in the future.

(3)	On July 24, 2020, the Company paid a discretionary cash bonus to Mr. Koubek in the amount of $995,139 in recognition of extraordinary services provided to the Company for his efforts in the Business Combination.

(4)

These amounts represent the aggregate grant date fair value of options and and/or restricted stock units (“RSUs”) granted in 2020, computed in accordance with ASC 718. A discussion of the assumptions used in determining grant date fair value may be found in Note 1 to the Consolidated Financial Statements included in the Form 10-K/A.

(5)	Represents Mr. Liner’s commission payments under our Direct Sales Commissions Plan, which entitles Mr. Liner to 6% of gross profits for direct sales introduced and closed by him, and 3% of gross profits for direct sales where Mr. Liner either introduced or closed the sale (but not both).

(6)

The other compensation listed in this column for 2020 includes: (a) for Mr. Marinucci (i) matching contributions under our 401(k) savings plan of $10,586; and (ii) medical benefits of $22,106; (b) for Mr. Liner (i) matching contributions under our 401(k) savings plan of $9,081; and (ii) medical and long term disability benefits of $23,427; and (c) for Mr. Koubek (i) matching contributions under our 401(k) savings plan of $11,325; and (ii) medical, long term disability and other benefits of $18,604.

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Narrative Disclosure to Summary Compensation Table

The primary elements of compensation for the Company’s Named Executive Officers were base salary, equity awards of options and RSUs. Mr. Liner was also eligible to participate in our Direct Sales Commission Plan. The Company’s Named Executive Officers are also eligible to participate in our employee benefit plans and programs, including medical and dental benefits, flexible spending, short- and long-term life insurance on the same basis as our other full-time employees, subject to the terms and eligibility requirements of those plans.

Base Salaries

The Company’s Named Executive Officers receive a base salary for services rendered to the Company. The base salary payable to each Named Executive Officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Name	2019 Base Salary ($)	Salary Increase (%)	2020 Base Salary ($)
Joseph Marinucci	$260,000	23.08%	$320,000
Joseph Liner	$300,000	33.33%	$400,000
Randall Koubek	$250,000	—	$250,000

Bonuses

Messrs. Liner and Koubek were participants in the EIP, a transaction-based bonus plan. In connection with the Business Combination, each of Messrs. Liner and Koubek entered into a letter agreement with DMS, pursuant to which they waived their respective rights under the EIP in exchange for a lump-sum cash payment from the Company equal to $2,917 and $4,861, respectively, and the potential to receive equity incentive awards from the Company in the future.

Equity Compensation

Our Compensation Committee administers our Equity Plan and approves the amount of and terms applicable to grants of stock options and RSUs to employees, including the Named Executive Officers.

The Company’s stock options allow employees, including our Named Executive Officers, to purchase shares of our common stock at a price equal to the fair market value of our Common Stock on the date of grant. Generally, stock options granted under our Equity Plan have vesting schedules that are designed to encourage continued employment. Stock options generally vest over a three-year period, subject to continued employment, and generally expire ten years from the date of grant. In 2020, Mr. Marinucci received an option award covering 51,020 shares; Mr. Liner received an option award covering 19,142 shares; and Mr. Koubek received an option award covering 8,503 shares.

Generally, RSUs granted under our Equity Plan have vesting schedules that are designed to encourage continued employment. RSUs generally vest over a three-year period, subject to continued employment with the Company. In 2020, Mr. Marinucci received an award of 105,000 RSUs; Mr. Liner received an award of 39,393 RSUs; and Mr. Koubek received an award of 17,500 RSUs.

For the grant date fair values of the options and RSUs, please see the Summary Compensation Table above.

Perquisites

The Company provides the Named Executive Officers with benefits, including medical, dental and vision plans; basic life insurance; and long-term and short-term disability, in each case, at no cost to the executive. Named executive officers also participate in our 401(k) retirement plan, with the same Company-matching contributions as all our salaried employees. The 401(k) plan provides for an employer matching contribution of 4% to 5% of all eligible contributions. The Company does not maintain a defined benefit pension plan or any supplemental retirement benefits.

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Executive Employment Arrangements

Employment Arrangements with Joseph Marinucci

Mr. Marinucci is not party to an employment agreement or offer letter with DMS. Pursuant to Mr. Marinucci’s RSU award agreement, unvested portions of his RSU award accelerate in certain circumstances, as further described below under “—Potential Payments Upon Termination / Change in Control.”

Employment Arrangement with Joseph Liner

Mr. Liner is a party to an offer letter with DMS dated November 15, 2018. The offer letter provides for an annual base salary of $300,000. As provided under the terms of the offer letter, following one year of employment, Mr. Liner and DMS negotiated in good faith regarding his annual salary level, and it was increased to $400,000 effective January 9, 2020. Mr. Liner is also entitled to receive employee benefits provided by DMS at no cost to Mr. Liner. Mr. Liner’s offer letter provides for at-will employment.

Pursuant to his offer letter, Mr. Liner was eligible to earn a $200,000 sign-on bonus with $50,000 becoming payable every three months (on December 15, 2018, March 15, 2019, June 14, 2019 and September 21, 2019), such that $150,000 was paid in 2019. Mr. Liner was also eligible to earn monthly performance incentives and annual performance incentives under our Performance Incentive Plan equal to a percentage of gross profits from direct sales introduced and/or closed by him and a percentage of DMS’ net revenues. As of December 31, 2020, the Performance Incentive Plan is no longer in effect.

Mr. Liner is entitled in his offer letter to certain severance benefits in the event his employment is terminated without “cause,” as described in more detail below. Additionally, pursuant to his RSU award agreement, unvested portions of his RSU award accelerate in certain circumstances, as further described below under “—Potential Payments Upon Termination / Change in Control.”

Employment Arrangements with Vasundra Srenivas

Ms. Srenivas is a party to an offer letter with DMS, dated as of February 13, 2021. The offer letter provides (1) an annual base salary of $265,000; (2) a pro-rated annual cash incentive bonus based upon criteria established by the Company’s Board of Directors at a target level of 40% of earned base salary, with a guaranteed bonus of $97,167 for 2021; (3) a one-time sign on bonus of $40,000 to assist with relocation costs; (4) an equity grant on July 1, 2021 of $275,000, subject to three-year vesting, consisting of 30% in options and 70% in restricted stock units, subject to the approval of the Compensation Committee; and (5) employee benefits provided by DMS at no cost to Ms. Srenivas. Ms. Srenivas’ offer letter provides for at-will employment.

Ms. Srenivas is entitled under her offer letter to certain severance benefits in the event her employment is terminated without “cause,” as described in more detail below.

Employment Arrangements with Randall Koubek, Former Chief Financial Officer

Mr. Koubek was a party to an offer letter with DMS, dated October 23, 2018. The offer letter provided for an annual base salary of $250,000 for Mr. Koubek. Mr. Koubek also was entitled to receive employee benefits provided by DMS at no cost to Mr. Koubek. Mr. Koubek’s offer letter provided for at-will employment.

Pursuant to his offer letter, Mr. Koubek was eligible to earn an annual discretionary bonus of not less than 20% of his then-current base salary at the end of each calendar year. The annual bonus applicable to Mr. Koubek’s service in 2018 and the first quarter of 2019 was paid in the second quarter of 2019. The annual bonus for the remainder of 2019 was paid during the first quarter of 2020.

Mr. Koubek was entitled under his offer letter to certain severance benefits in the event his employment was terminated without “cause,” as described in more detail below. Additionally, pursuant to his RSU award agreement, unvested portions of his RSU award accelerated in certain circumstances, as further described below under “—Potential Payments Upon Termination / Change in Control.”

On March 16, 2021, the Company and Mr. Koubek entered into a separation and release agreement. Pursuant to the separation and release agreement, Mr. Koubek received a lump sum payment equivalent to twelve months of his base salary and $4,200, representing the cost for three months of COBRA coverage, in lieu of the twelve months of salary continuation and Company-paid COBRA coverage. In addition, the Compensation Committee approved the

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acceleration of the 8,503 shares underlying outstanding Company options held by Mr. Koubek and 17,500 Company restricted stock units held by Mr. Koubek following his departure, subject to Mr. Koubek’s execution and non-revocation of the separation and release agreement.

Potential Payments Upon Termination / Change in Control

The offer letters with each of Messrs. Liner and Koubek and Ms. Srenivas provide that in the event of a termination without “cause” by DMS, Mr. Liner (for six months); Ms. Srenivas (for one year) and Mr. Koubek (for one year) would be entitled to (i) continued payment of their respective base salary, and (ii) payment of DMS’ portion of the premium for healthcare continuation coverage under COBRA at the same level of coverage they were entitled to at the time of termination of employment. In the event Mr. Koubek is terminated as a result of a change in control of DMS, the base salary component of his severance entitlement will become payable in a lump sum upon the change in control, provided that the executive executes a general release of claims.

“Cause” means: (i) the executive’s violation of Company’s current documented policies; (ii) the executive’s failure to substantially perform the executive’s duties under this Agreement; (iii) the executive’s failure to reasonably cooperate with any lawful investigation undertaken by the Company; (iv) the executive’s gross negligence or breach of fiduciary duty or (v) any (A) conviction of the executive under any local, state, provincial or federal statute which makes the performance of the executive’s duties impracticable or impossible, (B) arrest of the executive for any criminal offense against the Company or its personnel, affiliates, or customers, or (C) arrest of the executive for any other felony criminal offense which in the view of the Company may harm the reputation of the Company or any of its affiliates; (vi) any intentional misconduct, gross incompetence or conduct materially incompatible with the Employee’s duties hereunder, or prejudicial to the Company’s business; or (vii) gross insubordination or willful disobedience to the lawful directions of management of the Company, provided that the executive has been given written notice thereof and has failed to correct such conduct forthwith.

Treatment of Unvested Equity Awards of Our Named Executive Officers

Termination Without Cause. Pursuant to the RSU and option award agreements, a pro rata portion of the RSUs and options subject to the award agreements will vest upon termination of the Named Executive Officer’s employment without cause, provided that the executive executes a general release of claims. The pro rata number of RSUs and options that will vest will be equal to the number of RSUs and options that are scheduled to vest on the next applicable vesting date, multiplied by the quotient of the number of full calendar months the executive was employed following July 16, 2020 divided by twelve.

Death or Disability. Pursuant to the RSU and option award agreements, a pro rata portion of the RSUs and options subject to the award agreements will vest upon the Named Executive Officer’s death or disability. The pro rata number of RSUs and options that will vest will be equal to the number of RSUs and options that are scheduled to vest on the next applicable vesting date.

Termination Following a Change of Control. Pursuant to the RSU and option award agreements, if the Named Executive Officer’s employment is terminated without cause within twenty-four months following a change of control, all RSUs and options will immediately vest, provided that the executive executes a general release of claims.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth information with respect to our Named Executive Officers concerning unexercised stock option awards and unvested RSU awards as of December 31, 2020.

Name and Principal

Position

Grant Date

Number of

Securities

Underlying

Unexercised

Options (#)

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)⁽¹⁾

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)⁽¹⁾

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested ($)⁽²⁾

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested (#)

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights That

Have Not

Vested ($)

Joseph Marinucci

Chief Executive Officer

10/28/2020

51,020

$7.31

10/28/2030

105,000

10/28/2020

105,000

$1,264,200

Joseph Liner

Chief Revenue Officer

10/28/2020

19,142

$7.31

10/28/2030

10/28/2020

39,393

$474,292

Randall Koubek

Chief Financial Officer

10/28/2020

8,503

$7.31

10/28/2030

10/28/2020

17,500

$210,700

(1)	The options and RSUs vest in three equal annual installments beginning on the first anniversary of the closing of the Business Combination, subject, in each case, to the executive’s continued employment on each applicable vesting date.

(2)	The dollar values are calculated using a per share stock price of $12.04, the closing price of our common stock reported on NYSE on December 31, 2020.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Party Transactions

The Company has adopted a written related person transaction policy that sets forth the procedures for the review and approval or ratification of related person transactions.

A “Related Person Transaction” is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which DMS was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person has or will have a direct or indirect material interest, subject to certain exceptions.

A “Related Person” means:

any director or executive officer, or nominee for director of DMS;

any person who is the beneficial owner of more than five percent (5%) of DMS’ Common Stock; and

any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent (5%) of DMS Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee for director or beneficial owner of more than five percent (5%) of DMS Common Stock.

DMS also has policies and procedures designed to minimize potential conflicts of interest arising from any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts of interest that may exist from time to time. Specifically, pursuant to its charter, the Audit Committee has the responsibility to review and approve any related party transactions that are in the best interests of the Company and its ~~shareholders. Our Board~~stockholders.

To identify any transactions with such related parties, upon nomination or appointment, each director nominee and executive officer completes a questionnaire listing his or her related parties, and any transactions with the Company in which the officer or director or their family members have an interest. Additionally, at the end of each year, each director and executive officer is required to update his or her related parties, and confirm that he or she has ~~approved~~disclosed any applicable transactions.

During the year ended December 31, 2020, we did not engage in any transactions with our directors and ~~declared advisable adoption~~executive officers, nor are any such transactions currently proposed, in which a related person had or will have a direct or indirect material interest, except as set forth below.

Registration Rights

At the Closing, the Company entered into an amended and restated registration rights agreement with certain Sellers (as defined therein) (the “Amended and Restated Registration Rights Agreement”), pursuant to which the Company registered for resale certain shares of Class A Common Stock and warrants to purchase Class A Common Stock that were held by the parties thereto. Additionally, the Sellers may request to sell all or any portion of their shares of Class A Common Stock in an underwritten offering that is registered pursuant to the shelf registration statement filed by the Company (each, an “Underwritten Shelf Takedown”); however, the Company will only be obligated to effect an Underwritten Shelf Takedown if such offering will include securities with a total offering price reasonably expected to exceed, in the aggregate, $20.0 million and will not be required to effect more than four Underwritten Shelf Takedowns in any six-month period. The Amended and Restated Registration Rights Agreement also includes customary piggy-back rights, subject to cooperation and cut-back provisions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Amended Partnership Agreement

Pursuant to the Amended Partnership Agreement, following the expiration of the ~~Extension Proposal~~lock-up period under the lock-up agreement entered into by the Company and the Sellers at the Closing, the non-controlling interests (as defined in the Amended Partnership Agreement) will have the right to redeem their Digital Media Solutions Holding, LLC (“DMSH”) Units for cash (based on the market price of the shares of Class A Common Stock) or, at the Company’s option, the Company may acquire such DMSH Units (which DMSH Units are expected to be

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contributed to CEP V DMS US Blocker Company (“Blocker”)) in exchange for cash or Class A Common Stock (a “Redemption”) on a one-for-one basis (subject to customary conversion rate adjustments, including for stock splits, stock dividends and reclassifications), in each case subject to certain restrictions and conditions set forth therein, including that any such Redemption be for an amount no less than the lesser of 10,000 DMSH Units or all of the remaining DMSH Units held by such Non-Blocker Member. In the event of a change of control transaction with respect to a Non-Blocker Member, DMSH will have the right to require such Non-Blocker Member to effect a Redemption with respect to all or any portion of the DMSH Units transferred in such change of control transaction. In connection with any Redemption (other than a Redemption by the SmarterChaos sellers) a number of shares of Class B Common. Stock will automatically be surrendered and cancelled in accordance with the Company Certificate of Incorporation.

Tax Receivable Agreement

In conjunction with the Business Combination, Digital Media Solutions, Inc. (“DMS Inc.”) and Blocker also entered into the Tax Receivable Agreement with the Sellers. Pursuant to the Tax Receivable Agreement, DMS Inc. is required to pay the Sellers (i) 85% of the amount of savings, if any, in U.S. federal, state and local income tax that DMS Inc. and Blocker actually realize as a result of (A) certain existing tax attributes of Blocker acquired in the Business Combination, and (B) increases in Blocker’s allocable share of the tax basis of the assets of DMS and certain other tax benefits related to the payment of the cash consideration pursuant to the Business Combination Agreement and any redemptions or exchanges of DMS Units for cash or Class A Common Stock after the Business Combination and (ii) 100% of certain refunds of pre-Closing taxes of DMSH and Blocker received during a taxable year beginning within two (2) years after the Closing. All such payments to the Sellers are the obligation of DMS Inc., and not that of DMSH. As a result of the Business Combination, the Company recorded a deferred tax asset and income tax receivable of $20.1 million and $199 thousand, respectively, with the offset as a long-term Tax Receivable Agreement liability of $16.3 million and Additional Paid-in Capital of $4.0 million in the consolidated balance sheet.

As of December 31, 2020, the total amount under the Tax Receivable Agreement was $16.3 million, of which $510 thousand was current and included in Accrued expenses and other current liabilities on the consolidated balance sheet.

Lock-Up Agreement

At the Closing, Sellers executed and delivered to the Company a lock up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, Sellers agreed not to, subject to certain exceptions set forth in the Lock-Up Agreement, during the period commencing from the Closing and through the 180 day anniversary of the date of the Closing (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of any Class A Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Class A Common Stock, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of Class A Common Stock or other securities, in cash or otherwise. Any waiver by the Company of the provisions of the Lock-Up Agreement requires the approval of a majority of the Company’s directors who qualify as “independent” for purposes of serving on the audit committee under the applicable rules of the SEC (including Rule 10A-3 of the Securities Exchange Act of 1934).

On July 29, 2020, the Company’s Chief Executive Officer and Chief Operating Officer executed joinder agreements to the Lock-Up Agreement in connection with Prism’s distribution of 538,912 and 538,911 Seller Warrants to Chief Executive Officer and Chief Operating Officer, respectively, as a permitted transfer under the Amended Warrant Agreement and the Lock-Up Agreement.

Management Agreement

In consideration for various management and advisory services, prior to the Business Combination, DMSH paid to one of its members a quarterly retainer of $50,000 plus any out-of-pocket expenses. The total expense for the years ended December 31, 2020 and 2019 was $0.1 million and $0.2 million, respectively, which was recorded in General and administrative expenses in the consolidated statements of operations. The management agreement was terminated in connection with the Business Combination.

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Prism Incentive Agreement

On October 1, 2017, DMS, through a subsidiary, acquired the assets of Mocade Media LLC (“Mocade”). On that date, in connection with the acquisition, DMS also entered into a consulting agreement with Singularity Consulting LLC (“Singularity”), a Texas limited liability company owned by the former management of Mocade. On August 1, 2018, in order to further incentivize Singularity’s efforts with respect to the acquired Mocade assets, DMS entered into an amendment to the Singularity consulting agreement. On that date, Prism Data, the then majority equityholder of DMS, also entered into an incentive agreement with Singularity, to which DMS was not a party, providing for certain incentive payments to be accounted for in accordance with applicable accounting standards by Prism Data to Singularity in the event of certain specified change of control sale transactions involving DMS. Following the Business Combination, in November 2020, DMS and Singularity resolved all outstanding amounts due under the Singularity consulting agreement between DMS and Singularity with a payment of $850,000. In addition, Prism Data and Singularity agreed that Singularity would be entitled to a payment from Prism Data of $2,000,000 in the event of certain specified change of control sale transactions involving DMS.

DMSH Member Tax Distributions

For the years ended December 31, 2020 and 2019, tax distributions to members of DMSH were $0.2 million and $21.6 million, respectively.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its directors and executive officers. These agreements require the Company to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with the Company.

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REPORT OF THE AUDIT COMMITTEE*

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended December 31, 2020 with the Company’s management, and also has discussed with Ernst & Young LLP (“EY”), the Company’s independent registered public accounting firm, the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) and SEC standards. The Audit Committee received both the written disclosures and the letter from EY required by the applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence and has discussed with EY the independence of EY from the Company.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of the Company that the audited consolidated financial statements of the Company for fiscal year ended December 31, 2020 be included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2020, filed with the SEC on May 18, 2021.

Submitted by the Audit Committee,

Robert Darwent (Chairman)

Lyndon Lea

Mary E. Minnick

* The material in this Report of the Audit Committee is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, respectively, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

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RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL 2)

The Board recommends that ~~you vote “FOR” such proposal.~~

~~After careful consideration~~stockholders ratify the appointment of ~~all relevant factors,~~Ernst & Young LLP (“EY”) as our ~~Board determined that~~independent registered public accounting firm to audit the ~~Extension Proposal is in the best interests~~accounts of the Company and its ~~shareholders.~~

~~Our Board unanimously recommends that~~subsidiaries for the fiscal year ending December 31, 2021. The appointment of EY was approved by the Company’s Audit Committee. EY served as independent registered public accounting firm for the Company for the fiscal year ended December 31, 2020.

Neither our ~~shareholders vote “FOR” the approval~~Bylaws nor other governing documents or law require stockholder ratification of the ~~Extension Proposal.~~

~~PROPOSAL 2—THE ADJOURNMENT PROPOSAL~~

~~Overview~~

~~The Adjournment Proposal,~~selection of EY as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of EY to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain EY. Even if ~~adopted,~~the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in our and our stockholders’ best interests.

A representative of EY will ~~allow our Board~~be present at the 2021 Annual Meeting. They will have an opportunity to ~~adjourn~~make a statement if they desire to do so and will be available to respond to stockholder questions after the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal is only expected to be presented to our shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approvalconclusion of the ~~Extension Proposal. In no event will our Board adjourn the Extraordinary General Meeting beyond February [14], 2020.~~

~~Consequences if the Adjournment Proposal is Not Approved~~

If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal.

~~Full Text of the Resolution~~

“RESOLVED, as an ordinary resolution, that the Extraordinary General Meeting be adjourned in accordance with the amended and restated memorandum and articles of association of the Company to a later date as directed by the chairman of the Extraordinary General Meeting to permit the further solicitation of proxies by the Company.”

Annual Meeting.

Vote Required ~~for approval~~

The ~~Adjournment Proposal must be approved as an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the~~ affirmative vote ~~of the holders~~ of a majority of the ~~then issued~~votes cast by holders of the Class A Common Stock and ~~outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and brokernon-votes,~~ ~~while considered present for the purposes of establishing a quorum, will not count~~Class B Common Stock, voting as a ~~vote cast at~~single class, is required to ratify the ~~Extraordinary General Meeting.~~

~~Recommendation~~appointment of ~~the Board~~

~~If presented, our Board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.~~

EY.

~~THE EXTRAORDINARY GENERAL MEETING~~

~~Date, Time and Place~~. The Extraordinary General Meeting of our shareholders will be held at 9:00 a.m. Eastern Time on February [●], 2020 at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022.

~~Voting Power; Record Date~~. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the ordinary shares at the close of business on January 17, 2020, the record date for the Extraordinary General Meeting. You will have one vote per proposal for each ordinary share you owned at that time. The Company warrants do not carry voting rights.

~~Votes Required~~. The approval of the Extension Proposal and Adjournment Proposal each requires an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote of the holders of at least a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker~~non-votes,~~ ~~while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.~~

If you do not want the Extension Proposal to be approved, you must vote “AGAINST” the proposal. If the Extension Proposal is approved and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Proposal.

~~Proxies; Board Solicitation; Proxy Solicitor~~~~. Your proxy is being solicited by our Board on the proposal to approve the Extension Proposal being presented to shareholders at the Extraordinary General Meeting.~~ We ~~have~~ engaged ~~Morrow to assist in the solicitation of proxies for the Extraordinary General Meeting. No recommendation is being made~~EY as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the Extraordinary General Meeting if you are a holder of record of the ordinary shares. You may contact Morrow at:

~~Morrow Sodali LLC~~

~~470 West Avenue, 3rd Floor~~

~~Stamford, Connecticut 06902~~

~~Individuals call toll-free:(800) 662-5200~~

~~Banks and brokerage, please call(203) 658-9400~~

~~Email:LHC.info@investor.morrowsodali.com~~

~~Required Vote~~

The approval of each of the Extension Proposal and Adjournment Proposal requires an ordinary resolution under the Cayman Islands Companies Law and the Articles, being the affirmative vote of the holders of at least a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker~~non-votes,~~ ~~while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.~~

If the Extension Proposal is not approved and we do not consummate a business combination by February 15, 2020, as contemplated by our IPO prospectus and in accordance with our Articles, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than $10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, holders of our founder shares, including our Sponsor and our independent directors, will not receive any monies held in the Trust Account as a result of their ownership of the founder shares.

In addition, our Sponsor, directors, officers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to the Extraordinary General Meeting. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. Any such purchases that are completed after the record date for the Extraordinary General Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in question, will vote in favor of the Extension Proposal and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood of that the resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Proposal and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the~~per-share~~ pro rata portion of the Trust Account. Any public shares held by or subsequently purchased by our affiliates may be voted in favor of the Extension Proposal. None of our Sponsor, directors, officers, advisors or their affiliates may make any such purchases when they are in possession of any material~~non-public~~ ~~information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act.~~

~~Interests of our Sponsor, Directors and Officers~~

When you consider the recommendation of our Board, you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:

If we do not consummate our initial business combination transaction by February 15, 2020, which is 24 months from the closing of our IPO, or by the Extended Date if the Extension Proposal is approved by the requisite number of votes, we would (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a~~per-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less taxes payable, and less up to $100,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject in the case of (ii) and (iii), to its obligations under Cayman Islands law to provide for

claims of creditors and in all cases subject to the other requirements of applicable law. In such event, the founder shares, all of which are owned by our Sponsor and independent directors, would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete a business combination within the required period.

In addition, simultaneously with the closing of our IPO, we consummated the sale of 4,000,000 private placement warrants at a price of $1.50 per warrant in a private placement to our Sponsor. The warrants are each exercisable for one ordinary share at $11.50 per share. If we do not consummate our initial business combination by February 15, 2020, or by the Extended Date if the Extension Proposal is approved by the requisite number of votes, then a portion of the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by our Sponsor will be worthless.

Our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, in the future they will receive any cash fees, stock options or stock awards that a post-business combination Board determines to pay to its directors and officers if they continue as directors and officers following such initial business combination.

~~In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than~~ our independent registered public accounting ~~firm)~~firm for ~~services rendered or products sold~~the fiscal years ended December 31, 2020. The decision to ~~us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce~~engage EY for this year was approved by our Audit Committee. In considering the ~~amount of funds in the trust account to below (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as~~nature of the ~~date~~services provided by EY, the Audit Committee determined that such services are compatible with the provision of ~~the liquidation of the trust account if less than $10.00 per share due~~independent audit services. The Audit Committee discussed these services with EY and management to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilitiesdetermine that they are permitted under the ~~Securities Act.~~

~~Following consummation of our initial business combination, our Sponsor, our officers~~rules and ~~directors and their respective affiliates would be entitled to reimbursement for anyout-of-pocket~~ expenses related to identifying, investigating, negotiating and completing an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by our Sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. However, if we fail to consummate a business combination within the applicable period, our Sponsor and our officers and directors and their respective affiliates will not have any claim against the Trust Account for reimbursement, and we may not otherwise be able to reimburse them.

~~Redemption Rights~~

If the Extension Proposal is approved, and the Extension is implemented, each of our public shareholders may submit an election that such public shareholder elects to redeem all or a portion of his public shares at a~~per-share~~ ~~price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided~~regulations concerning auditor independence promulgated by the ~~number~~SEC to implement the Sarbanes-Oxley Act of then outstanding public shares. You will also be able to redeem your public shares in connection with any proposed initial business combination, or if we have not consummated a business combination by the Extended Date.

~~TO DEMAND REDEMPTION, PRIOR TO 5:00 P.M. EASTERN TIME ON FEBRUARY [●]~~2002 (“Sarbanes-Oxley”), ~~2020 (TWO BUSINESS DAYS BEFORE THE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK~~

TRANSFER & TRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.

In order to tender your ordinary shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, our transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your shares to the transfer agent electronically using DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which you hold your shares. You should tender your ordinary shares in the manner described above prior to 5:00 p.m. Eastern Time on February [●], 2020 (two business days before the Extraordinary General Meeting).

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and our transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. We do not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote on the Extension Proposal at the Extraordinary General Meeting will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares and decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your ordinary shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Proposal is not approved, these shares will not be redeemed and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Proposal will not be approved. The transfer agent will hold the certificates of public shareholders that make the Election until such shares are redeemed for cash or returned to such shareholders.

~~If properly demanded, we will redeem each public share for aper-share~~ price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, divided by the number of then outstanding public shares. Based upon the amount in the Trust Account as of January [●], 2020, which was $[●], we anticipate that the~~per-share~~ price at which public shares will be redeemed from cash held in the Trust Account will be approximately $10.[●] at the time of the Extraordinary General Meeting. The closing price of the public shares on the New York Stock Exchange on January [●], 2020, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $[●]. We cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.

If you exercise your redemption rights, you will be exchanging your ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to our transfer agent prior to the vote on the Extension Proposal at the Extraordinary General Meeting. We anticipate that a public shareholder who tenders ordinary shares for redemption in connection with the vote to approve the Extension Proposal would receive payment of the redemption price for such shares soon after the Extraordinary General Meeting.

~~UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR SHAREHOLDERS EXERCISING REDEMPTION RIGHTS~~

The following discussion is a summary of the U.S. federal income tax considerations generally applicable to Redeeming U.S. Holders (as defined below) in connection with an Election. This discussion is limited to certain U.S. federal income tax considerations to Redeeming U.S. Holders that hold our Class A ordinary shares as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to a Redeeming U.S. Holder in connection with an Election, including:

~~our Sponsor, founders, officers or directors;~~

~~financial institutions or financial services entities;~~

~~broker-dealers;~~

~~taxpayers that are subject to themark-to-market~~ ~~accounting rules;~~

~~tax-exempt~~ ~~entities;~~

~~governments or agencies or instrumentalities thereof;~~

~~insurance companies;~~

~~regulated investment companies;~~

~~real estate investment trusts;~~

~~expatriates or former long-term residents of the United States;~~

~~persons that actually or constructively own five percent or more of our voting shares;~~

~~persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;~~

~~persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or~~

~~Redeeming U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.~~

Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S.~~federal non-income tax~~ ~~laws, such as gift, estate or Medicare contribution tax laws, or state, localor non-U.S. tax~~ laws. We have not sought, and will not seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding our securities, we urge you to consult your own tax advisor.

As used herein, a “Redeeming U.S. Holder” is a beneficial owner of our Class A ordinary shares that hold its Class A ordinary shares as a capital asset for U.S. federal income tax purposes and elects to have such Class A

ordinary shares redeemed for cash pursuant to the exercise of redemption rights through an Election and is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a United States person.

THIS DISCUSSION IS ONLY A SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH AN ELECTION. EACH REDEEMING U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISORS WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH REDEEMING U.S. HOLDER OF THE EXERCISE OF REDEMPTION RIGHTS THROUGH AN ELECTION, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND~~NON-U.S.~~ ~~TAX LAWS.~~

~~Redemption as Sale of Class A Ordinary Shares or Corporate Distribution~~

Subject to the passive foreign investment company (“PFIC”) rules discussed below, the U.S. federal income tax consequences of a redemption pursuant to an Election to a Redeeming U.S. Holder will depend, in part, on whether such redemption qualifies as a sale of the redeemed Class A ordinary shares under Section 302 of the Code. If the redemption by us qualifies as a sale of Class A ordinary shares, the Redeeming U.S. Holder will be treated as described under “—Sale of Class A Ordinary Shares” below. If the redemption by us does not qualify as a sale of Class A ordinary shares, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described below under “—Corporate Distribution.” Whether a redemption by us qualifies for sale treatment will depend largely on the total number of our shares treated as held by the Redeeming U.S. Holder (including any shares constructively owned by the Redeeming U.S. Holder described in the following paragraph) relative to all of our shares outstanding both before and after such redemption. The redemption by us of Class A ordinary shares generally will be treated as a sale of the Class A ordinary shares (rather than as a corporate distribution) if such redemption (i) is “substantially disproportionate” with respect to the Redeeming U.S. Holder, (ii) results in a “complete termination” of the Redeeming U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the Redeeming U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a Redeeming U.S. Holder takes into account not only our shares actually owned by the Redeeming U.S. Holder, but also our shares that are constructively owned by it. A Redeeming U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the Redeeming U.S. Holder has an interest or that have an interest in such Redeeming U.S. Holder, as well as ~~any shares~~ the ~~Redeeming U.S. Holder~~American Institute of Certified Public Accountants. The Audit Committee has ~~a right~~selected EY to ~~acquire by exercise of an option, which would generally include Class A ordinary shares which could be acquired pursuant to~~conduct the exercise of our warrants. In order to meet the substantially disproportionate test, the percentage of our outstanding voting shares actually and constructively owned by the Redeeming U.S. Holder immediately following the redemption of Redeeming Class A ordinary shares must, among other requirements, be less than 80 percent of the percentage of our outstanding voting shares actually and constructively owned by the Redeeming U.S. Holder immediately before the redemption. Prior to our initial business combination, the Class A ordinary shares may not be treated as voting stock for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a Redeeming U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the Redeeming U.S. Holder are redeemed or (ii) all of our shares actually owned by the Redeeming U.S. Holder are redeemed and the Redeeming U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the Redeeming U.S. Holder does not constructively own any other shares of ours. The redemption of the Class A ordinary shares will not be essentially equivalent to

a dividend with respect to a Redeeming U.S. Holder if it results in a “meaningful reduction” of the Redeeming U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a Redeeming U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A Redeeming U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.

If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “—Corporate Distribution” below. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed Class A ordinary shares will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the Redeeming U.S. Holder’s adjusted tax basis in its warrants or possibly in other shares constructively owned by it.

~~Sale of Class A Ordinary Shares~~

Subject to the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss on such sale of our Class A ordinary shares. Any such capital gain or loss generally will be long-term capital gain or loss if the Redeeming U.S. Holder’s holding period for such Class A ordinary shares exceeds one year.

The amount of gain or loss recognized on such sale generally will be equal to the difference between (i) the sum of the amount of cash received in the sale and (ii) the Redeeming U.S. Holder’s adjusted tax basis in its Class A ordinary shares so sold. A Redeeming U.S. Holder’s adjusted tax basis in its Class A ordinary shares generally will equal the Redeeming U.S. Holder’s acquisition cost for its Class A ordinary shares reduced by any prior distributions treated as a return of capital. Long-term capital gain realized by~~a non-corporate Redeeming~~ ~~U.S. Holder is currently eligible to be taxed at reduced rates. The deduction of capital losses is subject to certain limitations.~~

~~Corporate Distribution~~

Subject to the PFIC rules discussed below, a Redeeming U.S. Holder generally will be required to include in gross income as dividends the amount of any such corporate distribution to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends paid by us will be taxable to a corporate Redeeming U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed to domestic corporations in respect of dividends received from other domestic corporations. Distributions in excess of such earnings and profits generally will be applied against and reduce the Redeeming U.S. Holder’s basis in its Class A ordinary shares (but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such Class A ordinary shares (see “—Sale of Class A Ordinary Shares” above).

~~With respectto non-corporate Redeeming~~ U.S. Holders, under tax laws currently in effect, dividends generally will be taxed at the lower applicable long-term capital gains rate (see “—Sale of Class A Ordinary Shares” above) only if our Class A ordinary shares are readily tradable on an established securities market in the United States and certain other requirements are met. Redeeming U.S. Holders should consult their tax advisors regarding the availability of such lower rate for any dividends paid with respect to our Class A ordinary shares.

~~Passive Foreign Investment Company Rules~~

~~A foreign(i.e., non-U.S.) corporation~~ will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (ordinarily determined based on fair market value and averaged quarterly over

the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. For purposes of these rules, interest income earned by us would be considered to be passive income and cash held by us would be considered to be a passive asset.

~~Because we are a blank check company with no current active business, based upon the composition of our income and assets, and upon a review~~audit of our financial statements ~~we believe that it is likely we were~~for the fiscal year ending December 31, 2021.

Fees Paid Independent Registered Public Accounting Firms

During the period from November 29, 2017 (inception) through December 31, 2019, WithumSmith&Brown PC, served as Leo Holdings Corp.’s independent registered public accounting firm. On July 15, 2020, the closing of the Business Combination, the Audit Committee of our Board of Directors approved a ~~PFIC~~resolution appointing EY as the Company’s independent registered public accounting firm to audit our consolidated financial statements for ~~our initial taxable~~the fiscal year ended December 31, ~~2018,~~2020, replacing WithumSmith&Brown PC, who was dismissed as the Company’s independent registered public accounting firm, effective immediately.

The following table sets forth the aggregate fees and expenses billed to us by our ~~taxable year ended on December 31, 2019~~independent registered public accounting firms for fiscal years 2020 and 2019:

	2020	2019
Audit Fees⁽¹⁾	$1,765,370	$64,000
Audit Related Fees⁽²⁾	$121,827	$26,000
Tax Fees⁽³⁾	$243,634	—
All Other Fees⁽⁴⁾	$91,804	—
Total	$2,222,635	$90,000

(1)

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with regulatory filings, and other fees billed in connection with the Business Combination.

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(2)

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

(3)	Tax fees consist of fees billed for tax consultation services for the Business Combination and professional services relating to tax compliance, tax planning, and tax advice.

(4)	Other fees consist of fees billed for advisory services that are not included in the above categories.

Approval of Audit and Permissible Non-Audit Services

Our Audit Committee Charter requires the Audit Committee to review and approve all audit services and all permissible non-audit services to be performed for us by our independent registered public accounting firm. The Audit Committee will ~~likely be considered a PFIC for our current taxable year.~~

~~Accordingly, if a Redeeming U.S. Holder does~~ not make in respect of our Class A ordinary shares (i) a timely qualified electing fund (“QEF”) election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) Class A ordinary shares or (ii) a timely “mark to market” election, in each case, as described below, such Redeeming U.S. Holder generally will be subject to special rules with respect to:

approve any gain recognized by the Redeeming U.S. Holder on the sale of its Class A ordinary shares, which would include a redemption pursuant to an Election, if such redemption is treated as a sale under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution”; and

~~any “excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during a taxable year of the Redeeming U.S. Holder~~services that are ~~greater than 125% of the average annual distributions received~~not permitted by such Redeeming U.S. Holder in respect of the Class A ordinary shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such Redeeming U.S. Holder’s holding periodSEC rules.

The Audit Committee pre-approved all audit and audit related, tax and non-audit related services to be performed for the Class A ordinary shares), which may include a redemption pursuant to an Election to the extent such redemption is treated as a corporate distribution under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution.”

us by our independent registered public accounting firm.

Board Recommendation

The Board unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021.

~~Under these special rules:~~

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~~the Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding period for the Class A ordinary shares;~~

the amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;

the amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the Redeeming U.S. Holder with respect to the tax attributable to each such other taxable year of the Redeeming U.S. Holder.

~~A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621 (whether or not a QEF ormarket-to-market~~ election is made) and such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations until such required information is furnished to the IRS.

The application of the PFIC rules is extremely complex. Shareholders considering participating in the redemption should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

~~QEF Election~~

A Redeeming U.S. Holder may avoid the PFIC rules described above in respect to our Class A ordinary shares by making a timely election (if eligible to do so) to treat us as a QEF. If we are treated as a QEF with respect to a Redeeming U.S. Holder, such Redeeming U.S. Holder must include in gross income on a current basis (in the taxable year of such Redeeming U.S. Holder in which or with which our taxable year ends) its pro rata share of our net capital gains (as long-term capital gain) and our ordinary earnings (as ordinary income), in each case, whether or not distributed. A Redeeming U.S. Holder generally may make a separate election to defer the payment of taxes on undistributed income inclusions under these QEF rules, but if deferred, any such taxes will be subject to an interest charge.

If a Redeeming U.S. Holder has made a QEF election with respect to our Class A ordinary shares for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares, (i) any gain recognized as a result of a redemption pursuant to an Election (if such redemption is treated as a sale under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution”) generally will be taxable as capital gain and no additional tax will be imposed under the PFIC rules, and (ii) to the extent such redemption is treated as a corporate distribution under the rules discussed above under the heading “Redemption as Sale of Class A Ordinary Shares or Corporate Distribution,” any distribution of ordinary earnings that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holder. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income and decreased by amounts distributed but not taxed as dividends under the above rules.

~~The QEF election is made ona shareholder-by-shareholder basis~~ and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a “PFIC Annual Information Statement”, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

If a Redeeming U.S. Holder makes a QEF election after our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) Class A ordinary shares, the adverse PFIC tax consequences (with adjustments to take into account any current income inclusions resulting from the QEF election) will continue to apply with respect to such Class A ordinary shares unless the Redeeming U.S. Holder makes a purging election under the PFIC rules. Under the purging election, the Redeeming U.S. Holder will be deemed to have sold such Class A ordinary shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, taxed under the PFIC rules described above. As a result of the purging election, the Redeeming U.S. Holder will have a new basis and holding period in such Class A ordinary shares for purposes of the PFIC rules.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a “PFIC Annual Information Statement” from us. Upon written request, we will endeavor to provide to a U.S. Holder such information as the IRS may require, including a “PFIC Annual Information Statement”, in order to enable the U.S. Holder to make and maintain a QEF Election. There is no assurance, however, that we will timely provide such required information.

~~Mark-to-Market~~ ~~Election~~

Alternatively, if we are a PFIC and our Class A ordinary shares constitute “marketable stock,” a Redeeming U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such Redeeming U.S. Holder, at

~~the close of the first taxable year in which it holds (or is deemed to hold) our Class A ordinary shares, makes amark-to-market~~ election with respect to such Class A ordinary shares for such taxable year. Such Redeeming U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Class A ordinary shares at the end of such year over its adjusted basis in its Class A ordinary shares. The Redeeming U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted basis of its Class A ordinary shares over the fair market value of its Class A ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the~~mark-to-market~~ election). The Redeeming U.S. Holder’s basis in its Class A ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Class A ordinary shares will be treated as ordinary income.

~~Themark-to-market~~ election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including the New York Stock Exchange, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their tax advisor regarding the availability and tax consequences of a~~mark-to-market~~ ~~election in respect to our Class A ordinary shares under their particular circumstances.~~

~~BENEFICIAL~~SECURITY OWNERSHIP OF ~~SECURITIES~~

CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information known to us regarding the beneficial ownership of ~~the ordinary~~ shares of Common Stock as of ~~January [●], 2020~~the close of business on April 26, 2021 by:

each person who is known ~~by us~~ to be the beneficial owner of more than 5% of ~~our~~the outstanding ~~ordinary shares;~~

shares of any class of DMS Common Stock;

each of our named executive officers and directors; and

all of our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the ~~record date, there were~~SEC, which generally provide that a ~~total~~person has beneficial ownership of ~~25,000,000 ordinary shares outstanding.~~a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, we believe that all persons named in the table below have or will have as of April 26, 2021, as applicable, sole voting and investment power with respect to ~~all ordinary shares~~the voting securities beneficially owned by them.

Name and Address of Beneficial Owner⁽¹⁾
   Amount and Nature of
Beneficial Ownership Percent of Class
Leo Investors Limited Partnership (our sponsor)
   4,910,000 (2) 19.6 %
Lyndon Lea
   —   (3) —
Robert Darwent
   —   (3) —
Lori Bush
   30,000 *
Robert Bensoussan
   30,000 *
Mary E. Minnick
   30,000 *
All directors and executive officers as a group (five individuals)
   90,000 *
Davidson Kempner Capital Management LP(4)
   1,575,000 6.3 %
Weiss Asset Management LP and affiliates(5)
   1,724,267 6.9 %
Governors Lane LP and affiliates(6)
   1,500,000 6.0 %
OxFORD Asset Management LLP(7)
   1,450,000 5.8 %

	Class A Common Stock		Class B Common Stock		Total Voting Securities
Name and Address of Beneficial Owners⁽¹⁾	Number of Shares	% of Class⁽⁸⁾	Number of Shares	% of Class⁽⁸⁾	Number of Shares	%⁽⁸⁾
Leo Investors Limited Partnership⁽²⁾	5,012,718	13.5%	—	—	5,012,718	7.9%
Prism Data, LLC⁽³⁾	18,958,914	52.4%	25,999,464	100%	44,958,378	72.3%
Clairvest Group Inc. and affiliates⁽⁴⁾	18,958,914	52.4%	25,999,464	100%	44,958,378	72.3%
Luis Ruelas⁽⁵⁾	—	—	7,307,770	28.1%	7,307,770	11.9%
Joseph Marinucci⁽³⁾	19,499,326	53.1%	25,999,464	100%	45,498,790	72.5%
Fernando Borghese⁽⁵⁾	544,916	1.5%	5,731,587	22%	6,276,503	10.2%
Robert Darwent⁽⁶⁾	13,000	*	—	—	13,000	*
Robbie Isenberg	13,000	*	—	—	13,000	*
Lyndon Lea⁽⁷⁾	7,637,282	21.6%	—	—	7,637,282	12.5%
James H. Miller	13,000	*	—	—	13,000	*
Mary E. Minnick	44,000	*	—	—	44,000	*
Matthew Goodman⁽⁵⁾	—	—	2,579,223	9.9%	2,579,223	4.2%
Randall Koubek	—	—	—	—	—	—
Joey Liner	—	—	—	—	—	—
All DMS’ directors and executive officers as a group (13 individuals)	27,764,524	74.3%	25,999,464	100%	53,763,988	84.9%

*	Less than one ~~percent.~~ percent

(1)	Unless otherwise noted, the business address of each of ~~our shareholders~~the following entities or individuals is ~~21 Grosvenor Place, London, SW1X 7HF.~~ c/o Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, FL 33762.

(2)

~~Our sponsor~~Based on information set forth in Amendment No. 1 to the Schedule 13G/A filed with the SEC on February 16, 2021. The Schedule 13G/A indicates 3,012,718 shares of Class A Common Stock and warrants to purchase 2,000,000 shares of Class A Common Stock are owned by Leo Investors Limited Partnership. Leo Investors Limited Partnership is controlled by its general partner, Leo Investors General Partner Limited, which is governed by a three member board of directors. Each director has one vote, and the approval of a majority of the directors is required to approve an action of ~~our~~the Company’s sponsor. Under theso-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. This is the situation with regard to ~~our~~the Company’s sponsor. Based ~~upon~~on the foregoing analysis, no individual director of the general partner of ~~our sponsor~~Leo Investors Limited Partnership exercises voting or dispositive control over any of the securities held by ~~our sponsor,~~Leo Investors Limited Partnership, even those in which such director directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.

The business address of Leo Investors Limited Partnership is 21 Grosvenor Place, London, SW1X 7HF.

(3)

Based on information set forth in Amendment No. 2 to the Schedule 13D filed with the SEC on October 26, 2020. The Schedule 13D/A indicates Prism Data, LLC has shared voting power over the shares of Class A Common Stock and warrants to purchase shares of Class A Common Stock held by Clairvest Group Inc. (as described in footnote (5)) as a result of the Director Nomination Agreement. Joseph Marinucci, as the manager of Prism Data, LLC, is deemed to have beneficial ownership over the interests shown. The Schedule 13D/A also indicates that Joseph Marinucci holds warrants to purchase 538,912 shares of Class A Common Stock. Joseph Marinucci also owns directly 1,500 shares of Class A Common Stock.

(4)

Based on information set forth in Amendment No. 1 to the Schedule 13D/A filed with the SEC on October 26, 2020. Interests shown consist of (i) shares of Class A Common Stock held by Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership, (ii) shares of Class B Common Stock acquired held by CEP V-A DMS AIV and (iii) warrants to purchase shares of Class A

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Common Stock held by CEP V-A DMS AIV Limited Partnership, Clairvest Equity Partners V Limited Partnership and CEP V Co-Investment Limited Partnership. Each of the foregoing limited partnerships has the power to make voting and dispositive decisions with respect to such shares and is an indirect subsidiary of Clairvest Group Inc. Interests shown also consist of the shares of Class B Common Stock held by Prism Data, LLC (as described in footnote (4)) over which Clairvest Group Inc. has shared voting power as a result of the Director Nomination Agreement. The business address of Clairvest Group Inc. and each of the foregoing limited partnerships is 22 St. Clair Avenue East, Suite 1700, Toronto, Ontario, Canada M4T 2S3.

(5)	Interests shown are based on such individual’s ownership interests in Prism Data, LLC. Fernando Borghese also owns directly 6,005 shares of Class A Common Stock directly and warrants to purchase 538,911 shares of Class A Common Stock.

(6)	Does not include any shares indirectly owned by this individual as a result of his ~~membership~~partnership interest in ~~our sponsor.~~

~~(4)~~

Includes Class A ordinary shares beneficially held by Davidson Kempner Capital Management LP, a Delaware limited partnership (“DKCM”), M. H. Davidson & Co., a New York limited partnership (“CO”), Davidson Kempner Partners, a New York limited partnership (“DKP”), Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership (“DKIP”), Davidson Kempner International, Ltd., a British Virgin Islands business company (“DKIL”), and Thomas L. Kempner, Jr. and Anthony A. Yoseloff, through DKCM, based solely on the Schedule 13G filed jointly by DKCM, CO, DKP, DKIP, DKIL, Thomas L. Kempner, Jr. and Anthony A. Yoseloff with the SEC on June 21, 2019.Leo Investors Limited Partnership or its affiliates. The business address of ~~each~~Mr. Darwent is 21 Grosvenor Place, London, SW1X 7HF.

(7)	Interests consist of ~~each~~(i) 1,517,004 shares of ~~DKCM, CO, DKP, DKIP, DKIL, Thomas L. Kempner, Jr. and Anthony A. Yoseloff is c/o Davidson Kempner Capital Management LP, 520 Madison Avenue, 30th Floor, New York, New York 10022.~~

~~(5)~~

~~Includes~~ Class A ~~ordinary~~Common Stock beneficially owned by Lion Capital Fund IV, L.P.; (ii) 1,724,562 shares of Class A Common Stock beneficially ~~held~~owned by ~~Weiss Asset Management LP,~~Lion Capital Fund IV-A, L.P.; (iii) 135,065 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV SBS, L.P.; (iv) 1,223,046 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV (USD), L.P.; (v) 2,854,699 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV-A (USD), L.P.; and (v) 169,906 shares of Class A Common Stock beneficially owned by Lion Capital Fund IV SBS (USD), L.P., each which entity is managed by Lion Capital IV GP Limited, which is controlled by Lyndon Lea. Each such entity is a Delaware limited partnership (“Weiss Asset Management”), BIP GP LLC, a Delaware limited liability company (“BIP GP”), WAM GP LLC, a Delaware limited liability company (“WAM GP”) and Andrew M. Weiss, Ph.D., a United States citizen (“Andrew Weiss”), based solely on the Schedule 13G filed jointly by Weiss Asset Management, BIP GP, WAM GP and Andrew Weiss with the SEC on February 15, 2019.Selling Holder hereunder. The business address of Lyndon Lea and each ~~of BIP GP, Weiss Asset Management, WAM GP and Andrew Weiss~~such entity is ~~222 Berkeley St., 16th floor, Boston, Massachusetts 02116.~~

21 Grosvenor Place, London, SW1X 7HF.

~~(6)~~(8)

~~Includes~~Assumes 35,299,199 shares of Class A ~~ordinary~~Common Stock and 25,999,464 shares of Class B Common Stock. In addition, for each individual or entity that beneficially held by Governors Lane Master Fund LP, Governors Lane LP, Governors Lane Fund General Partner LLC and Isaac Corre, based solely on the Schedule 13G filed jointly by Governors Lane Master Fund LP, Governors Lane LP, Governors Lane Fund General Partner LLC and Isaac Corre with the SEC on February 14, 2019. The addressowns any warrants to purchase shares of the principal business office of Governors Lane LP is 510 Madison Avenue, 11th Floor, New York, NY 10022. The address of the principal business office of Governors Lane Master Fund LP, Governors Lane Fund General Partner LLC and Isaac Corre is c/o Governors Lane LP, 510 Madison Avenue, 11th Floor, New York, NY 10022.

~~(7)~~

~~Includes~~ Class A ~~ordinary~~Common Stock, the number of outstanding shares that is assumed for purposes of calculating such individual's or entity’s ownership percentages also includes the number of warrants beneficially ~~held~~owned by ~~OxFORD Asset Management LLP (“OxFORD”), based solely on~~such individual or entity but, for the ~~Schedule 13G filed~~avoidance of doubt, does not include any outstanding warrants that are not beneficially owned by ~~OxFORD~~such individual or entity. In particular, (i) the number of outstanding shares used to calculate the ownership percentages of Leo Investors Limited Partnership includes 2,000,000 shares subject to warrants to purchase Class A Common Stocks; (ii) the number of outstanding shares used to calculate the ownership percentages of Prism Data, LLC includes 922,177 shares subject to warrants to purchase Class A Common Stock; (iii) the number of outstanding shares used to calculate the ownership percentages of Clairvest Group Inc. and affiliates includes 922,177 shares subject to warrants to purchase Class A Common Stock; (iv) the number of outstanding shares used to calculate the ownership percentages of Joseph Marinucci includes 1,461,089 shares subject to warrants to purchase Class A Common Stock; and (v) the number of outstanding shares used to calculate the ownership percentages of Fernando Borghese includes 538,911 shares subject to warrants to purchase Class A Common Stock. In addition, for each individual that beneficially owns any restricted stock units vesting with 60 days, the ~~SEC on February 13, 2019. The address~~number of outstanding shares that is assumed for purposes of calculating such individual’s or entity’s ownership percentages also includes the ~~principal business office~~number of ~~OxFORD is OxAM House, 6 George Street, Oxford, United Kingdom, OX1 2BW.~~

shares of Class A Common Stock underlying such restricted stock units,

~~SUBMISSION~~TABLE OF ~~SHAREHOLDER PROPOSALS FOR THE 2020 ANNUAL MEETING~~CONTENTS

~~We anticipate~~

OTHER MATTERS

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the ~~2020~~delivery requirements for notices or proxy statements and annual ~~general meeting will be held no later than December 31, 2020. Any shareholder seeking~~reports with respect to ~~bring a proposal before the annual general meeting or to nominate a candidate for election to the Board must submit such proposal or nomination in writing and comply with the requirements of Rule14a-8~~ of the Exchange Act and our Articles. Such proposals must have been received by us at our offices at 21 Grosvenor Place, London SW1X 7HF, United Kingdom a reasonable time before we begin to print and send our proxy materials for our 2020 annual general meeting, which deadline will be disclosed prior to such in one of our SEC filings.

~~If the Extension Proposal is not approved, there will be no annual general meeting in 2020.~~

~~HOUSEHOLDING INFORMATION~~

~~Unless we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which~~ two or more ~~shareholders reside if we believe the shareholders are members of~~stockholders sharing the same ~~family.~~address by delivering a single notice or proxy statement and annual report addressed to those stockholders. This process ~~known~~is commonly referred to as ~~“householding,~~“householding.” ~~reduces~~

DMS has implemented “householding” to reduce the ~~volume~~number of duplicate ~~information received at any one household~~mailings to the same address. This process benefits both stockholders and DMS because it eliminates unnecessary mailings delivered to your home and helps to reduce ~~our~~DMS’ expenses. ~~However,~~“Householding” is not being used, however, if ~~shareholders prefer to receive multiple sets of our disclosure documents at the same address this year~~DMS has received contrary instructions from one or ~~in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both~~more of the ~~shareholders~~stockholders sharing an address. If your household has received only one Annual Report and Proxy Statement package, DMS will deliver promptly a separate copy of the Annual Report and Proxy Statement package to any stockholder who mails, or by mail to the attention of the Secretary of the Company, Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, Florida 33762.

You can also notify DMS that you would like to receive ~~only a~~separate copies of the Annual Report and Proxy Statement package in the future by calling or mailing DMS, as instructed above. If your household has received multiple copies of the Annual Report and Proxy Statement package, you can request the delivery of single ~~set of our disclosure documents,~~copies in the ~~shareholders should follow these instructions:~~

future by calling or mailing DMS, as instructed above, or your broker, if you hold the shares in “street name.”

If you received more than one proxy card, it means that your shares are registered in more than one name (e.g., trust, custodial accounts, joint tenancy) or in multiple accounts. Please make sure that you vote all of your shares by following the directions on each proxy card that you received.

For our 2022 Annual Meeting of Stockholders, you can help us save significant printing and mailing expenses by consenting to access our proxy materials electronically via the Internet. If you hold your shares in your own name (instead of “street name” through a bank, broker or other nominee), you can choose this option by following the prompts for consenting to electronic access, if voting by telephone, or by following the instructions at the Internet voting website at www.proxyvote.com, which has been established for you to vote your shares for the 2021 Annual Meeting. If you choose to receive your proxy materials electronically, then prior to next year’s annual meeting, you will receive notification when the proxy materials are available for online review via the Internet, as well as the instructions for voting electronically via the Internet. Your choice for electronic distribution will remain in effect until you revoke it by sending a written request to DMS by mail to the attention of the ~~shareholder, the shareholder should contact us at our offices at 21 Grosvenor Place, London SW1X 7HF, United Kingdom, to inform us~~Secretary of ~~the shareholder’s request; or~~

ifDigital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, Florida 33762. If you hold your shares in “street name” through a bank, broker or other nominee, ~~holds~~you should follow the ~~shares,~~instructions provided by that entity if you wish to access our proxy materials electronically via the ~~shareholder should contact the bank, broker or other nominee directly.~~

Internet.

Stockholder Proposals

~~WHERE YOU CAN FIND MORE INFORMATION~~

~~We file reports,~~Stockholders who intend to have a proposal considered for inclusion in our proxy ~~statements and other information with the SEC as required by~~materials for presentation at our 2022 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange ~~Act. You can read our SEC filings, including this Proxy Statement, at~~Act must submit the ~~SEC’s website at http://www.sec.gov. Those filings are also available free of charge~~proposal to the public on, or accessible through, our corporate website at https://www.lioncapital.com/leo. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Proxy Statement.

If you would like additional copies of this Proxy Statement or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact our proxy solicitation agent at the following address and telephone number:

~~Morrow Sodali LLC~~

~~470 West Avenue, 3rd Floor~~

~~Stamford, Connecticut 06902~~

~~Shareholders, please call toll free:(800) 662-5200~~

~~Banks and Brokerage Firms, please call collect:(203) 658-9400~~

~~Email: LHC.info@investor.morrowsodali.com~~

~~You may also obtain these documents by requesting them in writing from us by addressing such request to our~~ Secretary ~~at Leo Holdings Corp., 21 Grosvenor Place, London SW1X 7HF, United Kingdom.~~

~~If you are a shareholder~~ of the Company at the Company’s principal executive offices, Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, Florida 33762 no later than January 25, 2022. In addition, all proposals will have to comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials.

Notice to DMS of proposals for action at the 2022 Annual Meeting of Stockholders submitted otherwise than pursuant to Rule 14a-8 must be submitted in writing to the Secretary of the Company at the Company’s principal executive offices, Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, Florida 33762, not earlier than the close of business on the 120th day, which is February 24, 2022, nor later than the close of business on the 90th day, which is March 26, 2022, prior to the first anniversary of 2021 Annual Meeting, unless the date of the 2022 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after such anniversary date, then the deadline will be a reasonable time before we print and ~~would like~~mail our proxy materials. Such proposals should be submitted by means that permit proof of the date of delivery, such as certified mail, return receipt requested.

We reserve the right to ~~request documents, please do so by~~~~[●],~~~~2020, in~~reject, rule out of order ~~to receive them before the Extraordinary General Meeting~~~~. If you request any documents from us, we will mail them to you by first class mail,~~ or ~~another equally prompt means.~~

~~Preliminary Proxy Card~~

~~LEO HOLDINGS CORP.~~

~~THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS~~

~~FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON~~

~~February [~~●~~], 2020~~

~~The undersigned, revoking any previous proxies relating to these shares~~take other appropriate action with respect to ~~the Extension Proposal and the Adjournment Proposal hereby acknowledges receipt of the notice and Proxy Statement, dated January [●], 2020, in connection~~any proposal that does not comply with the ~~Extraordinary General Meeting~~above requirements.

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OTHER BUSINESS

Management knows of no other matters to be ~~held at 9:00 a.m. Eastern Time on February [●], 2020 at~~brought before the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, for the sole purpose of considering and voting upon the following proposals, and hereby appoints Lyndon Lea, Simon Brown and the Chairman of the Extraordinary GeneralAnnual Meeting and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the ordinary shares of Leo Holdings Corp. (the “Company”) registered in the name provided,other than that which ~~the undersigned~~ is entitled to vote at the Extraordinary General Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.

~~THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY~~

~~Important Notice Regarding~~ In accordance with the ~~Availability~~DMS Bylaws, no persons other than DMS nominees may be nominated for director election or elected at the Annual Meeting. However, should any other matter requiring a vote of ~~Proxy Materials for~~ the ~~Extraordinary General Meeting~~stockholders properly come before the meeting, the persons named in the enclosed proxy will vote the shares represented by the proxies on such matter as determined by a majority of the DMS Board. Discretionary authority to ~~be held~~vote on ~~February [~~●~~], 2020:~~

~~This notice of extraordinary general meeting and~~such matters is conferred by such proxies upon the ~~accompanying Proxy Statement are available at [~~~~website~~].

persons voting them.

	Copies of the Proxy Statement and our Annual Report on Form 10-K/A for the year ended December 31, 2020, which includes our financial statements and provides additional information about us, are available to stockholders of record and entitled to vote at the 2021 Annual Meeting and to notice thereof on the Company’s website at www.DigitalMediaSolutions.com under “Investor Relations-Proxy Materials.” Each person whose proxy is being solicited and who represents that, as of the record date for the 2021 Annual Meeting, he or she was a beneficial owner of shares entitled to be voted at such meeting may obtain additional printed copies of our Annual Report on Form 10-K/A for the year ended December 31, 2020, including our financial statements, free of charge, from us by sending a written request to Digital Media Solutions, Inc., 4800 140th Avenue N., Suite 101, Clearwater, Florida 33762, Attention: Secretary. Any exhibits will be provided upon written request.
~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1~~ ~~AND PROPOSAL 2.~~				~~Please mark votes as indicated in this example~~		☒


~~Proposal 1—Extension Proposal~~	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~	~~Check here for address change~~ ~~and indicate the correct address~~ ~~below:~~ ☐
~~Extend the date that the Company has to consummate a business combination from February 15, 2020 to July 31, 2020.~~	☐	☐	☐

~~Proposal 2—Adjournment Proposal~~	~~FOR~~	~~AGAINST~~	~~ABSTAIN~~	~~Date:, 2020~~
Adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1.	☐	☐	☐	~~Signature~~
	☐	☐	☐	~~Signature (if held jointly)~~

Signature should agree with name printed hereon. If shares are held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.

~~PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL~~

STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL NOT COUNT TOWARDS THE QUORUM REQUIREMENT FOR THE EXTRAORDINARY GENERAL MEETING AND YOUR ORDINARY SHARES WILL NOT BE VOTED. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

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Voting Matter	Board Vote Recommendation	Page Reference For More Information
Proposal 1 - Election of Directors	FOR each nominee	5
Proposal 2 - Ratification of appointment of independent registered public accounting firm	FOR	23


Name and Address of Beneficial Owner⁽¹⁾	Amount and Nature of Beneficial Ownership			Percent of Class
Leo Investors Limited Partnership (our sponsor)		4,910,000	(2)		19.6	%
Lyndon Lea		—	(3)		—
Robert Darwent		—	(3)		—
Lori Bush		30,000			*
Robert Bensoussan		30,000			*
Mary E. Minnick		30,000			*
All directors and executive officers as a group (five individuals)		90,000			*
Davidson Kempner Capital Management LP(4)		1,575,000			6.3	%
Weiss Asset Management LP and affiliates(5)		1,724,267			6.9	%
Governors Lane LP and affiliates(6)		1,500,000			6.0	%
OxFORD Asset Management LLP(7)		1,450,000			5.8	%