WARRANT AGREEMENTWarrant Agreement • August 12th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of August 9, 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 • August 12th, 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.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 12th, 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 August 9, 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 • August 12th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 9, 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 • August 12th, 2021 • Conyers Park III Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 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 10005 Goldman Sachs & Co. LLC 200 West Street, New York, New York 10282Letter Agreement • August 12th, 2021 • Conyers Park III 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 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-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. T
CONYERS PARK III ACQUISITION CORP. 999 Vanderbilt Beach Road, Suite 601 Naples, FL 34108 August 12, 2021Conyers Park III Acquisition Corp. • August 12th, 2021 • Blank checks • New York
This letter agreement by and between Conyers Park III Acquisition Corp. (the “Company”) and Conyers Park III 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”):
