POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Lyndon Lea, Robert Darwent and Simon Brown, acting
singly and with full power of substitution or revocation, the undersigned's true
and lawful attorneys-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:
(i) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director, director nominee, officer
or beneficial owner of common stock of Leo Holdings Corp., a
Cayman Islands exempted company (the "Company"), any Schedule
13D or Schedule 13G, and any amendments, supplements or exhibits
thereto (including any joint filing agreements) required to be
filed by the undersigned under Section 13 of the Securities
Exchange Act of 1934, as amended, and the rules promulgated
thereunder (the "Exchange Act"), and any Forms 3, 4, and 5 and
any amendments, supplements or exhibits thereto required to be
filed by the undersigned under Section 16(a) of the Exchange
Act;
(ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such schedules or forms and timely file such forms
with the United States Securities and Exchange Commission and
any applicable stock exchange; and
(iii) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorneys-in-fact may approve in such attorneys-in-fact's
discretion.
The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with, or any liability for the
failure to comply with, Section 13 and/or Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
* * * * *
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 2nd day of February, 2018.
By: /s/ Robert Darwent
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Name: Robert Darwent
Title: Director
