Exhibit 10.2


 


[●], 2021


 


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


 


J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179



Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


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. The Units shall be sold in the Public Offering pursuant
to a registration statement on Form S-1 and a prospectus (the “Prospectus”) included therein, filed by the Company
with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units
listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Conyers Park III Sponsor LLC, a Delaware limited liability
company (the “Sponsor”), and the undersigned individuals, each of whom is a member of the Company’s board
of directors, a nominee for membership on the board of directors and/or the Company’s management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in
connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in
favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such
stockholder approval.


 






    


     


    

 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with
the Company’s amended and restated certificate of incorporation, the Sponsor and each Insider shall take all reasonable steps to
cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of the Units
in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to fund working capital requirements and to pay its franchise and income taxes (less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely extinguish all Public
Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to
not propose any amendment to the Company’s amended and restated certificate of incorporation that would affect the substance or
timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within 24 months from the closing of the Public Offering or which adversely affects the rights of holders of the Common Stock, unless
the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to fund working capital requirements and to pay its franchise
and income taxes, divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider
acknowledges that it or he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or
any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it. The Sponsor
and each Insider hereby further waives, with respect to any shares of Common Stock held by it or him, if any, any redemption rights it
or he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights available
in the context of a stockholder vote to approve such Business Combination or in the context of a tender offer made by the Company to purchase
shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation
rights with respect to any shares of Common Stock if it or they acquire the shares of Common Stock in or after the Public Offering in
the event that the Company fails to consummate a Business Combination within 24 months from the date of the closing of the Public Offering).


 


3.
The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction must be approved
by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion from an independent investment
banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent accounting firm that such Business Combination
is fair to the Company’s unaffiliated stockholders from a financial point of view.


 






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4.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares
of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock
owned by it or him, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it or him, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of the
Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions set forth
in this paragraph 4 or paragraph 8 below, the Company shall announce the impending release or waiver by press release through a major
news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only be
effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if the release
or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same
terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


5.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any
other shareholders, members or managers of the Sponsor, or any of the other undersigned) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever)
to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the
Company or (ii) a prospective target business with which the Company has entered into an acquisition agreement (a “Target”);
provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure
that such claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold
to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares
or (ii) such lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets
as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust
Account which may be withdrawn to fund working capital requirements and to pay taxes, except as to any claims by a third party (including
a Target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall
not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to defend against any
such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of
the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense.


 






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6.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 5,250,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost,
a number of Founder Shares in the aggregate equal to 1,312,500 multiplied by a fraction, (i) the numerator of which is 5,250,000 minus
the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 5,250,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock
after the Public Offering.


 


7.
(a) In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the Insiders hereby
agree that until the earliest of the Company’s initial Business Combination or liquidation, the Insiders shall present to the Company
for its consideration, prior to presentation to any other entity, any target business that has a fair market value of at least 80% of
the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest
earned on the trust account), subject to any existing or future fiduciary or contractual obligations the undersigned might have.


 


(b)
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its or his obligations under paragraphs 1, 2, 3, 4, 5, 6, 7(a), 8(a), 8(b),
and 10, as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


8.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or
(B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder
Shares Lock-up Period”).


 






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(b)
The Sponsor and each Insider agrees that it or he or she shall not Transfer any Private Placement Warrants (or shares of Common
Stock issued or issuable upon the conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination
(the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares
and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), are
permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members of the Sponsor or any affiliate of the members of the Sponsor, any affiliates of the Sponsor, or any employees
of such affiliates; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust,
the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;
(c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case
of an individual, transfers pursuant to a qualified domestic relations order; (e) transfers by private sales or transfers made in connection
with the consummation of a Business Combination at prices no greater than the price at which the securities were originally purchased;
(f) transfers in the event of the Company’s liquidation prior to the completion of an initial Business Combination; (g) transfers
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
(h) transfers to the Company for no value for cancellation in connection with the consummation of our initial Business Combination;
and (i) in the event of the Company’s liquidation, merger, capital stock exchange, reorganization or other similar transaction which
results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property subsequent to the completion of the Company’s initial Business Combination; provided, however, that in the case of clauses
(a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein.


 


9.
Each of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by
the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the event
of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he or she will not, prior
to the consummation of the Business Combination, without the prior express written consent of the Company, (i) use for the benefit of
the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required by law or governmental authority),
any information regarding a potential target of the Company that is not generally known by persons outside of the Company, the Sponsor,
or their respective affiliates. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled
from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information included
in the Prospectus) is true and accurate in all respects and does not omit any material information with respect to the Insider’s
background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act. Each Insider’s questionnaire furnished to the Company and the Representatives is true and accurate in all material
respects. Each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in
any jurisdiction; it or he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it or he or she
is not currently a defendant in any such criminal proceeding.


 






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10.
Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor
any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in
respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the
following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to an affiliate of the Sponsor
for office space, utilities and secretarial and administrative support for a total of $10,000 per month; up to $1,000,000 of interest
earned on the funds held in the trust account may be released to the Company to fund working capital requirements, franchise and income
tax obligations; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial
Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by
the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business
Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held
outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used
for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per whole warrant at the option
of the lender. Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and
exercise period.


 


11.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement
and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named in the Prospectus
as a director of the Company.


 


12.
As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean (a) the 10,062,500 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued to the
Sponsor (up to 1,312,500 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is
not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.002 per share, prior to the consummation of the Public
Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (v)
“Private Placement Warrants” shall mean the Warrants to purchase up to 6,666,667 shares of Common Stock of the
Company (or 7,366,667 shares of Common Stock if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase
for an aggregate purchase price of $10,000,000 in the aggregate (or $11,050,000 if the over-allotment option is exercised in full), or
$1.50 per whole Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise
dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap
or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 






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13.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


14.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and
each Insider and their respective successors, heirs and assigns and permitted transferees.


 


15.
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


16.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand
delivery or facsimile transmission.


 


17.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the
Company; provided further that paragraph 5 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 	 
	 	CONYERS PARK III SPONSOR LLC
	 	 
	 	By:	 
	 	Name: 	Brian K. Ratzan
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	 	James M. Kilts
	 	 	 
	 	By:	 
	 	 	David J. West
	 	 	 
	 	By:	 
	 	 	Brian K. Ratzan
	 	 	 
	 	By:	 
	 	 	Max Papkov
	 	 	 
	 	By:	 
	 	 	Carol Herman
	 	 	 
	 	By:	 
	 	 	Nancy Karch
	 	 	 
	 	By:	 
	 	 	Arvin Kash
	 	 	 
	 	By:	 
	 	 	Peter Klein






 


	Acknowledged and Agreed:	 
	 	 	 
	CONYERS PARK III ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	Name:	Brian K. Ratzan	 
	Title:	Chief Financial Officer