INDEMNITY AGREEMENTIndemnity Agreement • July 12th, 2019 • Conyers Park II Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July ____________, 2019, by and between Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Conyers Park II Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, dated as of July 22, 2019 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
40,000,000 Units Conyers Park II Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Conyers Park II Acquisition Corp.Conyers Park II Acquisition Corp. • June 28th, 2019 • Blank checks • Delaware
We are pleased to accept the offer Conyers Park II Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July 22, 2019, is entered into by and among Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), and Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between CONYERS PARK II ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 22, 2019, is by and between Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 17, 2019, is made and entered into by and among Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), Conyers Park II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
ADVANTAGE SOLUTIONS INC. INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, ________ by and between Advantage Solutions Inc., a Delaware corporation (the “Company”) (f/k/a Conyers Park II Acquisition Corp., a Delaware corporation), and ______________, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”).
Conyers Park II Acquisition Corp. 1 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 Deutsche Bank Securities Inc. New York, New York 10005 Goldman Sachs & Co. LLC New York, New York 10282 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in t
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2024 • Advantage Solutions Inc. • Services-business services, nec • Arkansas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of March 28, 2023, by and between Advantage Solutions Inc., a Delaware corporation (the “Company”), and Jack Pestello (the “Executive”).
ADVANTAGE SOLUTIONS INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
Advantage Solutions Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Plan and the Stock Option Agreement attached hereto as Exhibit A including any Appendix thereto (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 7, 2020, by and among Karman Topco L.P., a Delaware limited partnership (“Holdings”), Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), Karman II Coinvest LP, a Delaware limited partnership (“Coinvest II”), Green Equity Investors VI, L.P., a Delaware limited partnership (“GEI VI”), Green Equity Investors Side VI, L.P., a Delaware limited partnership (“GEI VI Side”), LGP Associates VI-A LLC, a Delaware limited liability company (“LGP VI-A”), LGP Associates VI-B LLC, a Delaware limited liability company (“LGP VI-B”, and, together with Coinvest II, GEI VI, GEI Side VI and LGP VI-A, “LGP”), CVC ASM Holdco, LP, a Delaware limited partnership (“CVC”), JCP ASM Holdco, L.P., a Delaware limited partnership (“Juggernaut”), Karman Coinvest L.P., a Delaware limited partnership (“Coinvest”), Centerview Capital, L.P., a Delaware limited partnership (“Centerview Capital”), Centerview Employees, L.P.,
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Stockholders Agreement”), dated as of October 27, 2020 (the “Effective Date”), is made by and among (i) Conyers Park II Acquisition Corp., a Delaware corporation (“PubCo”); (ii) Karman Topco L.P., a Delaware limited partnership (“Seller”); (iii) CVC ASM Holdco, L.P., a Delaware limited partnership (the “CVC Stockholder”); (iv) the entities identified on the signature pages hereto under the heading “LGP Stockholders” (collectively, the “LGP Stockholders”); (v) BC Eagle Holdings, L.P., a Delaware limited partnership (the “Bain Stockholder”); and (vi) Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Conyers Sponsor”). Each of PubCo, Seller, the CVC Stockholder, the LPG Stockholders, the Bain Stockholder and the Conyers Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec
This Amendment No. 1 to the Amended and Restated Employment Agreement is made and entered into effective October 1, 2013 by and between Advantage Sales & Marketing LLC, a California limited liability company (the “Company”) and Tanya Domier (the “Executive”).
KARMAN TOPCO L.P. EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated as of September 7, 2020Grant Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
This EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KARMAN TOPCO L.P., a Delaware limited partnership (the “Partnership”), is entered into on September 7, 2020, by and among Karman GP LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and those persons and entities listed on the Schedule of Partners as limited partners (and those limited partners subsequently admitted pursuant to the terms of this Agreement, together with their permitted successors and assigns who are admitted as Substituted Partners).
FIRST AMENDMENT TO EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF KARMAN TOPCO L.P.Limited Partnership Agreement • March 1st, 2023 • Advantage Solutions Inc. • Services-business services, nec
This First Amendment to the Eighth Amended and Restated Limited Partnership Agreement of Karman Topco L.P. (this “Amendment”) is made as of October 27, 2022 by Karman GP LLC, a Delaware limited liability company (the “General Partner”). The defined terms used herein shall have the same meaning as defined in the LP Agreement (as defined below) unless otherwise stated herein.
AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec
This Amendment No. 2 to the Amended and Restated Employment Agreement is made and entered into effective October 1, 2014 by and between Advantage Sales & Marketing LLC, a California limited liability company (the “Company”) and Tanya Domier (the “Executive”).
TRANSITION AGREEMENTTransition Agreement • March 14th, 2023 • Advantage Solutions Inc. • Services-business services, nec • California
THIS TRANSITION AGREEMENT (this “Agreement”), is entered into as of March 13, 2023 (the “Effective Date”), by and between Brian Stevens (the “Executive”) and Advantage Sales & Marketing LLC (the “Company”).
SPONSOR AGREEMENTSponsor Agreement • September 8th, 2020 • Conyers Park II Acquisition Corp. • Blank checks
This SPONSOR AGREEMENT (this “Agreement”), dated as of September 7, 2020, is made by and among Conyers Park II Sponsor LLC, a Delaware limited liability company (“Sponsor”), the other holders of Acquiror Class B Common Stock set forth under the heading “Other Class B Holders” on the signature pages to this Agreement (the “Other Class B Holders,” and together with Sponsor, collectively, the “Class B Holders”), Conyers Park II Acquisition Corp., a Delaware Corporation (“Acquiror”), and Advantage Solutions Inc., a Delaware corporation (the “Company”). Sponsor, the Other Class B Holders, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and Plan of Merger (as defined below).
AGREEMENT AND PLAN OF MERGER by and among CONYERS PARK II ACQUISITION CORP., CP II MERGER SUB, INC., ADVANTAGE SOLUTIONS INC., and KARMAN TOPCO L.P. dated as of September 7, 2020Agreement and Plan of Merger • September 8th, 2020 • Conyers Park II Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 7, 2020, by and among Conyers Park II Acquisition Corp, a Delaware corporation (“Acquiror”), CP II Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Acquiror (“Merger Sub”), Advantage Solutions Inc., a Delaware corporation (the “Company”), and Karman Topco L.P., a Delaware limited partnership (“Topco”). Acquiror, Merger Sub, the Company and Topco are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2020 • Conyers Park II Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Conyers Park II Acquisition Corp., a Delaware corporation (“Conyers”), and the undersigned subscriber (the “Investor” and each of Conyers and the Investor, a “Party”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Conyers, Advantage Solutions, Inc., a Delaware corporation (the “Company”), Karman TopCo L.P., a Delaware limited partnership (“Karman Topco”), and CP II Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, will become a wholly-owned subsidiary of Conyers, on the terms and subject to the cond
ADVANTAGE SOLUTIONS INC. RESTRICTED STOCK UNIT GRANT NOTICERestricted Stock Unit Grant • May 10th, 2023 • Advantage Solutions Inc. • Services-business services, nec • Delaware
Advantage Solutions Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
November , 2020 [Name] By [email] Re: Management Incentive Plan Payments Acceleration Dear [Name]:Advantage Solutions Inc. • November 3rd, 2020 • Services-business services, nec
Advantage Solutions Inc. now known as ASI Intermediate Corp. (together with its subsidiaries and affiliates, including, without limitation, Advantage Sales & Marketing LLC, “Advantage”) has entered into an Agreement and Plan of Merger with, among others, Conyers Park II Acquisition Corp. (the “Transaction”). We are pleased to inform you that, in connection with the Transaction, payments under the Advantage Solutions Inc. Management Incentive Plan (the “Plan”) will be accelerated as described below, subject to the terms of this letter.
Conyers Park II Acquisition Corp. 1 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 Deutsche Bank Securities Inc. New York, New York 10005 Goldman Sachs & Co. LLC New York, New York 10282 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 12th, 2019 • Conyers Park II Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co. LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in t
CONYERS PARK II ACQUISITION CORP. 1 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 July [●], 2019Conyers Park II Acquisition Corp. • July 12th, 2019 • Blank checks • New York
This letter agreement by and between Conyers Park II Acquisition Corp. (the “Company”) and Conyers Park II Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ContractAbl Revolving Credit Agreement • October 29th, 2021 • Advantage Solutions Inc. • Services-business services, nec • New York
FIRST AMENDMENT TO ABL REVOLVING CREDIT AGREEMENT, dated as of October 28, 2021 (this “Amendment”), by and among ADVANTAGE SALES & MARKETING INC., a Delaware corporation (the “Borrower”), KARMAN INTERMEDIATE CORP., a Delaware corporation (“Holdings”), the Lenders party hereto and BANK OF AMERICA, N.A. (“Bank of America”), as Administrative Agent.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 1st, 2024 • Advantage Solutions Inc. • Services-business services, nec • Delaware
This Executive Employment Agreement (the “Agreement”), dated as of October 18, 2017 (the “Effective Date”), is by and between Daymon Worldwide Inc., a Delaware corporation (the “Company”), and MICHAEL TAYLOR (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2020 • Conyers Park II Acquisition Corp. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and between Conyers Park II Acquisition Corp., a Delaware corporation (“Conyers”), and the undersigned subscriber (the “Investor”), in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Conyers, Advantage Solutions, Inc., a Delaware corporation (the “Company”), Karman TopCo L.P., a Delaware limited partnership (“Karman Topco”), and CP II Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, will become a wholly-owned subsidiary of Conyers, on the terms and subject to the conditions therein (the transactions contemplated by
AMENDMENT NO. 3 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec
This Amendment No. 3 to the Amended and Restated Employment Agreement (this “Amendment No. 3”) is dated as of June 11, 2020 by and between Advantage Sales & Marketing LLC, a California limited liability company (the “Company”), and Tanya Domier (the “Executive”).
ADVANTAGE SOLUTIONS INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
Advantage Solutions Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), in connection with its initial public offering, hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the Closing (as defined below) by and between Tanya Domier (the “Executive”) and Advantage Sales & Marketing LLC (the “Company”).
November 1, 2020 Tanya Domier By tanya.domier@advantagesolutions.net Re: Anniversary Bonus Acceleration Dear Tanya:Advantage Solutions Inc. • November 3rd, 2020 • Services-business services, nec
Advantage Solutions Inc. now known as ASI Intermediate Corp. (together with its subsidiaries and affiliates, including, without limitation, Advantage Sales & Marketing LLC, “Advantage”) has entered into an Agreement and Plan of Merger with, among others, Conyers Park II Acquisition Corp. (the “Transaction”). We are pleased to inform you that, in connection with the Transaction, you are eligible for certain accelerated anniversary payment benefits described below, subject to the terms of this letter.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • January 18th, 2023 • Advantage Solutions Inc. • Services-business services, nec • California
This Separation Agreement and General. Release (the “Agreement”) is entered into by and between Jill Griffin (“Employee”), on the one hand, and Advantage Solutions Inc., a Delaware corporation (the “Company”), on the other hand.
Advantage Solutions FinCo LLC (to be merged with and into Advantage Sales & Marketing Inc.), as Issuer and the Guarantors party hereto from time to time 6.50% Senior Secured Notes due 2028 INDENTURE Dated as of October 28, 2020 Wilmington Trust,...Supplemental Indenture • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • New York
INDENTURE, dated as of October 28, 2020 (as amended or supplemented from time to time, this “Indenture”), among the Issuer (as defined below), the Guarantors (as defined below) party hereto from time to time and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
CONYERS PARK II ACQUISITION CORP. 1 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 July 22, 2019Conyers Park II Acquisition Corp. • July 23rd, 2019 • Blank checks • New York
This letter agreement by and between Conyers Park II Acquisition Corp. (the “Company”) and Conyers Park II Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
