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.
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.
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”).
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:Underwriting 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
CONYERS PARK II ACQUISITION CORP. 1 Greenwich Office Park, 2nd Floor Greenwich, CT 06831 July 22, 2019Administrative Support Agreement • July 23rd, 2019 • Conyers Park II Acquisition Corp. • 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”):
