ADVANTAGE SOLUTIONS INC. INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, ________ by and between Advantage Solutions Inc., a Delaware corporation (the “Company”) (f/k/a Conyers Park II Acquisition Corp., a Delaware corporation), and ______________, [a member of the Board of Directors / an officer] of the Company (“Indemnitee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • California
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of September 3, 2019 (the “Effective Date”), by and between Brian Stevens (the “Executive”) and Advantage Sales & Marketing LLC (the “Company”).
ADVANTAGE SOLUTIONS INC. STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENTStock Option Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
Advantage Solutions Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) an option to purchase the number of Shares set forth below (the “Option”). The Option is subject to the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Plan and the Stock Option Agreement attached hereto as Exhibit A including any Appendix thereto (the “Agreement”), each of which is incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of September 7, 2020, by and among Karman Topco L.P., a Delaware limited partnership (“Holdings”), Conyers Park II Acquisition Corp., a Delaware corporation (the “Company”), Karman II Coinvest LP, a Delaware limited partnership (“Coinvest II”), Green Equity Investors VI, L.P., a Delaware limited partnership (“GEI VI”), Green Equity Investors Side VI, L.P., a Delaware limited partnership (“GEI VI Side”), LGP Associates VI-A LLC, a Delaware limited liability company (“LGP VI-A”), LGP Associates VI-B LLC, a Delaware limited liability company (“LGP VI-B”, and, together with Coinvest II, GEI VI, GEI Side VI and LGP VI-A, “LGP”), CVC ASM Holdco, LP, a Delaware limited partnership (“CVC”), JCP ASM Holdco, L.P., a Delaware limited partnership (“Juggernaut”), Karman Coinvest L.P., a Delaware limited partnership (“Coinvest”), Centerview Capital, L.P., a Delaware limited partnership (“Centerview Capital”), Centerview Employees, L.P.,
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Stockholders Agreement”), dated as of October 27, 2020 (the “Effective Date”), is made by and among (i) Conyers Park II Acquisition Corp., a Delaware corporation (“PubCo”); (ii) Karman Topco L.P., a Delaware limited partnership (“Seller”); (iii) CVC ASM Holdco, L.P., a Delaware limited partnership (the “CVC Stockholder”); (iv) the entities identified on the signature pages hereto under the heading “LGP Stockholders” (collectively, the “LGP Stockholders”); (v) BC Eagle Holdings, L.P., a Delaware limited partnership (the “Bain Stockholder”); and (vi) Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Conyers Sponsor”). Each of PubCo, Seller, the CVC Stockholder, the LPG Stockholders, the Bain Stockholder and the Conyers Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.
KARMAN TOPCO L.P. EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated as of September 7, 2020Grant Agreement • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
This EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF KARMAN TOPCO L.P., a Delaware limited partnership (the “Partnership”), is entered into on September 7, 2020, by and among Karman GP LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and those persons and entities listed on the Schedule of Partners as limited partners (and those limited partners subsequently admitted pursuant to the terms of this Agreement, together with their permitted successors and assigns who are admitted as Substituted Partners).
November , 2020 [Name] By [email] Re: Management Incentive Plan Payments Acceleration Dear [Name]:Advantage Solutions Inc. • November 3rd, 2020 • Services-business services, nec
Advantage Solutions Inc. now known as ASI Intermediate Corp. (together with its subsidiaries and affiliates, including, without limitation, Advantage Sales & Marketing LLC, “Advantage”) has entered into an Agreement and Plan of Merger with, among others, Conyers Park II Acquisition Corp. (the “Transaction”). We are pleased to inform you that, in connection with the Transaction, payments under the Advantage Solutions Inc. Management Incentive Plan (the “Plan”) will be accelerated as described below, subject to the terms of this letter.
ADVANTAGE SOLUTIONS INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTRestricted Stock • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • Delaware
Advantage Solutions Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Incentive Award Plan, as amended from time to time (the “Plan”), in connection with its initial public offering, hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in the Grant Notice and the Agreement.
Advantage Solutions FinCo LLC (to be merged with and into Advantage Sales & Marketing Inc.), as Issuer and the Guarantors party hereto from time to time 6.50% Senior Secured Notes due 2028 INDENTURE Dated as of October 28, 2020 Wilmington Trust,...Supplemental Indenture • November 3rd, 2020 • Advantage Solutions Inc. • Services-business services, nec • New York
INDENTURE, dated as of October 28, 2020 (as amended or supplemented from time to time, this “Indenture”), among the Issuer (as defined below), the Guarantors (as defined below) party hereto from time to time and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).
