Exhibit 10.5


 


CONYERS
PARK II ACQUISITION CORP.

1 Greenwich Office Park, 2nd Floor

Greenwich, CT 06831 


 


July 22, 2019


  


Conyers
Park II Sponsor LLC

1 Greenwich Office Park, 2nd Floor

Greenwich, CT 06831 


 


Re:  Administrative
Support Agreement


 


Ladies
and Gentlemen:


  


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”): 


 


		i.	Sponsor
                                         shall make available, or cause to be made available, to the Company, at 1 Greenwich Office
                                         Park, 2nd Floor, Greenwich, CT 06831 (or any successor location of Sponsor), certain
                                         office space, utilities and secretarial and administrative support as may be reasonably
                                         required by the Company. In exchange therefor, the Company shall pay Sponsor the sum
                                         of $10,000 per month on the Listing Date and continuing monthly thereafter until the
                                         Termination Date; and



  


		ii.	Sponsor
                                         hereby irrevocably waives any and all right, title, interest, causes of action and claims
                                         of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”)
                                         in or to, and any and all right to seek payment of any amounts due to it out of, the
                                         trust account established for the benefit of the public stockholders of the Company and
                                         into which substantially all of the proceeds of the Company’s initial public offering
                                         will be deposited (the “Trust Account”), and hereby irrevocably waives any
                                         Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely
                                         affect the Trust Account or any monies or other assets in the Trust Account, and further
                                         agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against
                                         the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.



  


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval 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 constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of laws principles.


 


[Signature
Page Follows]


  




     


     


    

  


	 	Very truly yours,
	 	 	 
	 	CONYERS PARK II ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Brian K. Ratzan
	 	Name:	Brian
    K. Ratzan
	 	Title:	Chief
    Financial Officer


 


	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	CONYERS PARK II SPONSOR LLC	 
	 	 	 
	By:	
    /s/ Brian K. Ratzan 	 
	 	Name:
    Brian Ratzan	 
	 	Title:
    Authorized Signatory