37,500,000 Units Conyers Park Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
Conyers Park 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, 37,500,000 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 2,750,000 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.
WARRANT AGREEMENT between CONYERS PARK ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 14, 2016, is by and between Conyers Park 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 RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 14, 2016, is made and entered into by and among Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), Conyers Park 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 14, 2016 by and between Conyers Park Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Conyers Park Acquisition Corp. 3 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 Re: Initial Public Offering Gentlemen:Underwriting Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks
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 Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman, Sachs & Co., 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 37,500,000 of the Company’s units (including up to 2,750,000 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-third 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 the Publi
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 14, 2016 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Conyers Park Acquisition Corp., a Delaware corporation (the “Company”), and Conyers Park Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
CONYERS PARK ACQUISITION CORP. 3 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 July 14, 2016Administrative Support Agreement • July 20th, 2016 • Conyers Park Acquisition Corp. • Blank checks • New York
