INDEMNITY AGREEMENTIndemnity Agreement • July 6th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June , 2021, by and between Conyers Park III Acquisition Corp., a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • July 6th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Conyers Park III Acquisition Corp., a Delaware corporation, with offices at 999 Vanderbilt Beach Road, Suite 601, Naples, FL 34108 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
35,000,000 Units Conyers Park III Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
Conyers Park III 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, 35,000,000 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 5,250,000 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 21 hereof.
Conyers Park III Acquisition Corp. Naples, FL 34108Conyers Park III Acquisition Corp. • July 6th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Conyers Park III Sponsor LLC (the “Subscriber” or “you”) has made to purchase 10,062,500 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 1,312,500 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Conyers Park III 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 6th, 2021 • Conyers Park III 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 [●], 2021, is entered into by and among Conyers Park III Acquisition Corp., a Delaware corporation (the “Company”), and Conyers Park III Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 6th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Conyers Park III Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 6th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Conyers Park III Acquisition Corp., a Delaware corporation (the “Company”), Conyers Park III 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 III Acquisition Corp. 999 Vanderbilt Beach Road, Suite 601 Naples, FL 34108 Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005Letter Agreement • July 6th, 2021 • Conyers Park III 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 III Acquisition Corp., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Goldman, Sachs & Co. LLC and J.P. Morgan Securities 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 40,250,000 of the Company’s units (including up to 5,250,000 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-fifth 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.
CONYERS PARK III ACQUISITION CORP. 999 Vanderbilt Beach Road, Suite 601 Naples, FL 34108Conyers Park III Acquisition Corp. • July 6th, 2021 • Blank checks • New York
