Exhibit 10.3 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-[●] (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter
referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and
Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Goldman Sachs
& Co. LLC and J.P. Morgan Securities LLC as representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) named therein; and


 


WHEREAS, as described in the
Prospectus, $350,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $402,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”);


 


WHEREAS, simultaneously with
the Offering, the Company’s sponsor will purchase 6,666,667 warrants (“Private Placement Warrants”) from
the Company for an aggregate purchase price of $10,000,000 (and additional amounts of Private Placement Warrants from the Company if the
underwriters exercise their over-allotment option, up to 7,366,667 Private Placement Warrants for an aggregate purchase price of $11,050,000
if the underwriters’ over-allotment option is exercised in full); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 






    


     


    

 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants
of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at [●] and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits
or other consideration;


 


(d) Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from
the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman
of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest 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 that may be released
to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or
(y) upon the date which is 24 months after the closing of the Offering if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest 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 that may be released to the Company
to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the date which is 24 months after the closing of
the Offering, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed
to the Public Stockholders. It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited
in the Trust Account;


 






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(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount
of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the
Company or interest or other income earned on the Property or for working capital purposes not to exceed $1,000,000, which amount shall
be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such
payment to the relevant taxing authority, if such distribution is for a tax obligation; provided, however, that to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation or available for working capital, the Trustee shall liquidate
such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution; so long as there is
no reduction in the principal amount initially deposited in the Trust Account; provided, however, that if the tax to be
paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise
tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting
forth the actual amount payable (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property
shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers
on behalf of Public Stockholders redeeming Common Stock the amount required to pay redeemed Common Stock from Public Stockholders;


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants
of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief
Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), (j) and (k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable
counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection
with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand,
which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly
after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter
referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense
against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;


 






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(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after
the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set
forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e) In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
disbursement instructions which would be prohibited under this Agreement;


 


(f) Within
five business days after the Representatives, on behalf of the underwriters in the Offering, exercises the over-allotment option (or any
unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the Representatives)
of the total amount of the Deferred Discount;


 


(g) In
the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is
determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount of such income
tax refund; and


 


(h) If
the Company seeks to amend any provisions of its certificate of incorporation that would affect the substance or timing of the Company’s
Public Stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or which would
adversely affect the rights of holders of the Common Stock, (in each case, an “Amendment”), the Company will
provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing
instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection with such Amendment.


 


3. Limitations of Liability.
The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to
any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(e) Refund
any depreciation in principal of any Property;


 






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(f) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The
Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper
or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed
or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed
by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent
thereto;


 


(h) Verify
the accuracy of the information contained in the Registration Statement;


 


(i) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(j) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(l) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j)
and (k) hereof.


 


4. Trust Account Waiver.
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to
any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have
now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside
the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This
Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 






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(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions
of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a beneficiary, beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b) This
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. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


(d) This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of
the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and shall be,
a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as the other parties
hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee
of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the Company’s stockholders
of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”)
(or any successor rule), who hold a majority of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001
per share, of the Company voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the
Company’s stockholders of record as of the record date who hold a majority of all then outstanding shares of the Common Stock and
Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed
writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated
his election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment
in reliance thereon.


 


(e) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






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


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

E-mail: fwolf@continentalstock.com

cgonzalez@continentalstock.com


 


if to the Company, to:


 


Conyers Park III Acquisition Corp.

999 Vanderbilt Beach Road, Suite 601

Naples, FL 34108

Attn: Brian K. Ratzan

E-mail: bratzan@centerviewcapital.com


 


in each case, with copies to:


 


Kirkland & Ellis LLP

609 Main Street

Houston, Texas 77002

Attn: Julian J. Seiguer, P.C.

E-Mail: julian.seiguer@kirkland.com


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attn: Christian Nagler, Esq.

Peter Seligson, Esq.

E-Mail: cnagler@kirkland.com

peter.seligson@kirkland.com


 


and


 


Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Attn.: Benjamin Darsney

E-mail: benjamin.darsney@db.com


 


Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Attn.: Olympia McNerney

E-mail: Olympia.McNerney@ny.ibd.email.gs.com


 


J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attn.: Goksu Yolac

E-mail: goksu.yolac@jpmorgan.com


 


and


 


Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Attn: Paul Tropp, Esq.

E-mail: paul.tropp@ropesgray.com


 






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(g) No
party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person or entity.


 


(h) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(i) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(j) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(k) Each
of the Company and the Trustee hereby acknowledges and agrees that Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P.
Morgan Securities LLC on behalf of the Underwriters, are third party beneficiaries of this Agreement.


 


(l) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name: 	 
	
     

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



 


[Signature Page to Investment Management Trust
Agreement]


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and Section 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and Section 1(k)	 	 	Prevailing rates	 




 






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EXHIBIT A


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [●] Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Conyers Park III Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company
shall notify you at least forty-eight (48) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and
to transfer the proceeds into the trust operating account at [●] to the effect that, on the Consummation Date, all of funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust checking account at [●] awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instruction signed
by the Company, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC with respect to the transfer
of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt
of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits
held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	CONYERS PARK III ACQUISITION CORP
	 	 	 	                
	 	By:	 
	 	 	Name:
	 	 	Title:



 





	cc:	Deutsche Bank Securities Inc.	 
	 	Goldman Sachs & Co. LLC	 
	 	J.P. Morgan Securities LLC	 



 






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EXHIBIT B


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No.
[●] Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Conyers Park III Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on, 20 and to transfer the total
proceeds into the trust operating account at [●] to await distribution to the Public Stockholders. The Company has selected [ ]
as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust
operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said
funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent
otherwise provided in Section 1(j) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	CONYERS PARK III ACQUISITION CORP.



 





	cc:	Deutsche Bank Securities Inc.	 
	 	Goldman Sachs & Co. LLC	 
	 	J.P. Morgan Securities LLC	 


 












    12


     


    

 


EXHIBIT C


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No. [●]
[Tax Payment] [Working Capital] Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Conyers Park III Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $_____________ of the interest income earned on the Property as of the date
here of. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
[to pay for the tax obligations as set forth on the attached tax return or tax statement] [for working capital purposes]. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon
your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 	 
	 	CONYERS PARK III ACQUISITION CORP
	 	 	 	                
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	cc:	Deutsche Bank Securities Inc.	 
	 	Goldman Sachs & Co. LLC	 
	 	J.P. Morgan Securities LLC	 


 












    13


     


    

 


EXHIBIT D


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No [●] Shareholder Redemption
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment
Management Trust Agreement between Conyers Park III Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[●] of the proceeds
of the Trust Account to the trust operating account at [●] for distribution to the stockholders that have requested conversion of
their shares in connection with such Amendment.


 





	 	Very truly yours,
	 	 	 
	 	CONYERS PARK III ACQUISITION CORP
	 	 	 	                
	 	By:	 
	 	 	Name:
	 	 	Title:


 





	cc:	Deutsche Bank Securities Inc.	 
	 	Goldman Sachs & Co. LLC	 
	 	J.P. Morgan Securities LLC	 


 


 


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