REGISTRATION RIGHTS AGREEMENT By and Among KARMAN TOPCO L.P., CONYERS PARK II ACQUISITION CORP., KARMAN II COINVEST LP, GREEN EQUITY INVESTORS VI, L.P., GREEN EQUITY INVESTORS SIDE VI, L.P., LGP ASSOCIATES VI-A LLC, LGP ASSOCIATES VI-B LLC, KARMAN...Registration Rights Agreement • September 8th, 2020 • Conyers Park II Acquisition Corp. • Blank checks • 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.,
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, 2020Merger Agreement • 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
