Exhibit
10.4


 


CONYERS
PARK ACQUISITION CORP.

3 Greenwich Office Park, 2nd Floor


Greenwich,
CT 06831

July 14, 2016


 


Centerview
Capital Consumer Investors LLC


3
Greenwich Office Park, 2nd Floor


Greenwich,
CT 06831


 


Re:  Administrative
Support Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between Conyers Park Acquisition Corp. (the “Company”) and Centerview Capital Consumer Investors
LLC (“CCCI”), 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) CCCI
shall make available, or cause to be made available, to the Company, at 3 Greenwich Office Park, 2nd Floor, Greenwich, CT 06831
(or any successor location of CCCI), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay CCCI the sum of $10,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date; and


 


(ii) CCCI
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 ACQUISITION CORP.
	 	 
	 	By:	/s/
    Brian     K. Ratzan
	 	 	Name:	Brian
    K. Ratzan
	 	 	Title:	Chief
    Financial Officer


 


[Signature
Page to Administrative Support Agreement]


 




    	 	2	 



     


    


 





	AGREED
    TO AND ACCEPTED BY:  	 
	 	 
	Centerview
    Capital Consumer Investors LLC 
	 	 	 
	By:	/s/
    Jeanne Vicari  	 
	Name:
    	Jeanne Vicari	 
	Title:
    	Vice President	 




 


[Signature
Page to Administrative Support Agreement]


 


 


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