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Item 9A. Controls and Procedures

2021-03-16 compared with 2020-03-30 · 1676 added, 1617 removed, 31 unchanged (99% of the section changed)

and Procedures.

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed

in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls

and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange

Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow

timely decisions regarding required disclosure.

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out

an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and

procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Management’s

Report on Internal Controls Over Financial Reporting

Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation

report of our registered public accounting firm due to a transition period established by the rules of the Commission for newly

public companies.

in Internal Control over Financial Reporting

the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has

materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Executive Officers and Corporate Governance

and Executive Officers

of the date of this Report, our directors and officers are as follows:

Executive Chairman of the Board of Directors

Controls and Procedures

This Annual Report on Form 10-K does not include a report of managements assessment regarding internal control over financial

reporting (ICFR), or an attestation report of our independent registered public accounting firm, as allowed by the SEC for reverse acquisitions between an issuer and a private operating company when it is not possible to conduct an

assessment of the private operating companys ICFR in the period between the consummation date of the reverse acquisition and the date of managements assessment of ICFR (pursuant to Section 215.02 of the SEC Division of Corporation

Finances Regulation S-K Compliance & Disclosure Interpretations).

As discussed elsewhere in this Annual Report on Form 10-K, we completed the Merger on October 28, 2020, pursuant to which we acquired ASI Intermediate.

Prior to the Merger, we were a special purpose acquisition company formed for the purpose of effecting a merger.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our

operations prior to the Merger were insignificant compared to those of the consolidated entity post-Merger.

The design of ICFR for the Company post-Merger has required and will continue to require significant time and resources from management and

other personnel.

As a result, management was unable, without incurring unreasonable effort or expense, to conduct an assessment of our ICFR as of December 31, 2020.

Material Weaknesses in Internal Control over Financial Reporting

On August 15, 2019, we concluded that our previously-issued audited consolidated financial statements and related notes as of and for the

year ended December 31, 2018, should be restated to reflect the corrections of misstatements as a result of the Take 5 Matter.

In connection with our investigation into the Take 5 Matter and the other error corrections, we have identified

material weaknesses in our internal control over financial reporting that continue to exist as of December 31, 2020.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Specifically, we identified material weaknesses in the design and

operating effectiveness of our risk assessment and information and communication processes which contributed to the following material weaknesses:

We determined that we did not design and maintain effective controls related to our due diligence procedures for

potential acquisitions with respect to databases and information technology systems used to recognize revenue and determine the satisfaction of performance obligations.

Specifically, internal controls were not designed and maintained to assess the

risks associated with potential acquisitions and the need to perform due diligence as part of purchase accounting with respect to databases and information technology systems utilized to determine the satisfaction of performance obligations, and to

communicate and evaluate the results of due diligence.

We determined that we did not design and maintain effective controls to establish an appropriate basis for

reliance on data and information in our information technology systems used for revenue recognition in certain of our newly acquired businesses.

Specifically, internal controls were not designed and maintained to ensure the completeness and accuracy

of system generated reports used to verify the satisfaction of performance obligations.

We determined that we did not design and maintain effective controls related to information and communication

specifically with respect to our whistleblower complaint process to properly investigate, communicate and resolve whistleblower complaints and allegations related to accounting or other misconduct in a timely manner, and with respect to

communication with appropriate parties.

Specifically, internal controls were not designed and maintained to ensure that individuals conducting

investigations into allegations of accounting or other misconduct had the appropriate expertise and supervision, and that the results of the investigations have been communicated to the

appropriate parties or that other transactions are communicated to the appropriate parties.

These material weaknesses

resulted in restatement of our previously issued annual financial statements as of and for the year end December 31, 2018 and interim consolidated financial information for the three months ended September 30, 2018, December 31, 2018,

and March 31, 2019.

Additionally, these material weaknesses could result in a misstatement of our consolidated financial statements

or disclosures that would result in a material misstatement to our annual or interim financial statements that would not be prevented or detected.

Remediation Plan

We are in the process

of designing and implementing measures to improve our internal control over financial reporting and remediate the material weaknesses.

Our efforts include the following actions:

In order to validate more fully an acquisition target with databases and information technology systems used to

recognize revenue and determine the satisfaction of performance obligations, we are designing and implementing policies and procedures to perform more robust risk assessment and due diligence procedures in connection with such potential

acquisitions, including engaging third-party experts to evaluate such target companies databases or information technology, and enhancing the communication and evaluation of due diligence results, as appropriate.

We are enhancing our procedures related to the risk assessment, and evaluation of the completeness and accuracy

of our internal reporting processes with respect to newly acquired businesses, including with respect to the completeness and accuracy of reports used to verify the satisfaction of performance obligations under client contracts and the accuracy of

recognized revenues.

We are designing, enhancing and implementing procedures and policies to promote timely and proper risk

assessment, investigation, resolution, communication and disclosure of any whistleblower complaints or reported allegations of accounting or other misconduct.

In addition, we are designing and implementing various controls, including additional policies, procedures and training, to enhance our

disclosure committee process and communication of pertinent information to the appropriate parties in connection with the issuance or reissuance of our consolidated financial statements.

While these actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and

operating effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal

control over financial reporting.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2020, our disclosure controls and procedures were not

effective because of the material weaknesses in our internal control over financial reporting described above.

However, after giving

full consideration to these material weaknesses, and the additional analyses and other procedures that we performed to ensure that our consolidated financial statements included in this Annual Report were prepared in accordance with U.S.

accepted accounting principles, our management has concluded that our consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows for the

periods presented.

Other Information.

Directors, Executive Officers and Corporate Governance.

Officers and Directors

The following sets forth certain information, as of December 31, 2020, concerning each of our executive

officers and directors.

References to the Company in this section mean the entity Advantage Solutions Inc.

formerly known as Conyers Park II Acquisition Corp.

References to Advantage in this section mean the entity ASI

Intermediate Corp.

formerly known as Advantage Solutions Inc.

Chief Executive Officer and Director

Chief Financial Officer and Director

Irene Rosenfeld

Joseph Schena

Kilts , our Executive Chairman

since inception, is a renowned leader in the consumer industry, with over 40 years of experience leading a range of companies and

iconic brands.

Brian Stevens

Chief Financial Officer and Chief Operating Officer

President and Chief Commercial Officer

Cameron Breitner

Virginie Costa

Elizabeth Muñoz-Guzman

Tanya Domier has served on the board of directors of the Company since the Closing.

served on the board of directors of both Advantage and Topco since July 2014.

From December 2010 to July 2014, she also served on the board of directors of AGS Topco Holdings, L.P., the prior owner of Advantages business.

served as Advantages Chief Executive Officer since January 2013, after previously serving as President and Chief Operating Officer from 2010 to 2013, and as President of Marketing from 2000 to 2010.

Domier first joined our company in

Earlier in her career, Ms.

Domier held various roles with The J.M.

Smucker Company, a food manufacturing company.

On January 1, 2018, Ms.

Domier joined the board of directors of Yum!

She has also served on the board

of Nordstrom, Inc.

since 2015, where she is a member of the audit committee and the chair of the compensation committee.

Domier received her B.A.

from California State University, Chico.

We believe Ms.

Domier is qualified to serve as a director due to her extensive knowledge of the consumer goods industries as well as her

experience as Advantages Chief Executive Officer.

Brian Stevens has served as Advantages Chief Financial

Officer since June 2010 and as its Chief Operating Officer since October 2015.

Stevens served on the boards of directors of both Advantage and Topco from July 2014 until the Closing.

Stevens first joined the company in March 2008

as the Vice President of Finance.

Previously, from March 2004 to March 2008, Mr.

Stevens served as Vice President of Finance at Multi-Fineline Electronix, Inc., a technology company that underwent an initial public offering in 2004.

1999 to March 2004, Mr.

Stevens worked at PricewaterhouseCoopers LLP, an accounting firm, in a variety of

Stevens has also served on the board of directors of Big Brothers Big Sisters of Orange County, a non-profit organization, since 2012.

Stevens received his B.A.

in Business Administration from California State University, Fullerton, is a Certified Public Accountant and received an M.B.A.

with a concentration in Finance from the University of Southern California.

Jill Griffin has served as Advantages President and Chief Commercial Officer since April 1, 2019.

She served on the

board of directors of Topco from January 2019 to the Closing.

Previously, she was Advantages President of Marketing leading the Advantage Marketing Partners line of business since January 2010, after previously serving as the companys

President of Experiential Marketing from February 2008 to January 2010.

From February 2007 to February 2008, Ms.

Griffin served as the President of the Interactive Publishing division of Navarre Corporation, a public distribution and publishing

She held various leadership roles with such business from 1998 to 2007 both before and after it was acquired by Navarre Corporation in 2002.

Griffin began her career with TMP Worldwide, a recruitment advertising agency, in a

business development and client service role.

Griffin received her B.A.

from the University of Minnesota and her B.S.

from the University of Minnesota, Carlson School of Management.

She was recognized as one of Progressive Grocers

Top Women in Grocery in 2013, 2014, 2016 and 2017 and inducted into its Hall of Fame in 2018.

Griffin also serves on the Global Retail Marketing Association Advisory Board.

Blaylock served as a director of the Company prior to and after the Closing.

Blaylock is Founder and Managing

Partner of Gennx360 Capital Partners, a private equity firm founded in 2006 focused on investing in industrial and business services companies in the U.S.

middle market.

Blaylock has also served as a director of Pfizer since 2017.

launching Gennx360 Capital Partners, Mr.

Blaylock founded and managed Blaylock & Company, an investment banking firm.

Blaylock also held senior management positions at UBS, PaineWebber Group and Citicorp.

currently serves as a director of CarMax, Inc.

Berkley, Inc., an insurance holding company.

Blaylock is also a member of the Board of Trustees of Carnegie Hall, the Board of Overseers of New York University Stern School of Business

and The Mebane Foundation.

Blaylock received an M.B.A.

in finance from New York Universitys Stern School of Business and a B.S.

in finance from Georgetown University.

We believe Mr.

Blaylock is qualified to serve as a director due to his extensive investment management and public-company board

Cameron Breitner has served as a director of the Company since the Closing and of Topco since July 2014.

Breitner is currently a Managing Partner with CVC Capital Partners, a private equity firm advising funds that indirectly hold equity interests in the Company and Topco.

He is the head of CVCs San Francisco office, overseeing

CVCs private equity activities on the West Coast, and shares responsibility for overseeing the firms US private equity investment activities.

Prior to joining CVC in 2007, Mr.

Breitner worked at Centre Partners, a private equity

firm, where he was Managing Director and had worked since 1998.

Prior to Centre Partners, Mr.

Breitner worked in M&A at Bowles Hollowell Conner & Co., an investment banking firm.

Breitner also serves on the board of

directors for the parent holding companies of Petco, PDC Brands, Asplundh, and Teneo.

Previously, he served on the board of directors for numerous public and private companies, including BJs Wholesale Club Holdings, Inc.

and Leslies Pool

He received his B.A.

in Psychology from Duke University.

We believe Mr.

Breitner is qualified to serve as a director due

to his knowledge and experience in accounting, finance and capital structure, strategic planning and leadership of complex organizations, consumer and retail businesses, and board practices of other major corporations.

Chase has served as a director of the Company since the Closing.

Chase brings over 40 years of legal

experience advising businesses, boards and individuals on executive compensation and governance matters.

Chase has been a senior counsel at Davis Polk & Wardwell, LLP since January 2011.

Prior to that, she served as a partner at

Davis Polk & Wardwell, LLP from 1985 through December 2010.

She began her legal

career clerking for the Honorable Kevin Thomas Duffy, U.S.

District Court, Southern District of New York, from 1974 to 1976, before joining Davis Polk & Wardwell in 1976.

serves on the board of directors of the Altman Foundation and of Classroom, Inc.

both of which are not-for-profit entities.

Chase received her A.B., magna cum

laude, in English Literature from Harvard University and her J.D., cum laude, from Fordham University School of Law.

Chase is qualified to serve as a director due to her extensive knowledge and legal experience in advising multi-national public companies.

Virginie Costa has served as a director of the Company since the Closing.

Costa brings over 20 years of financial

and operational experience with brands focused on consumer experience.

Costa has been the chief financial officer of Godiva Chocolatier since August 2018.

Prior to that, she served at Burberry Americas as the chief financial and operations

officer from February 2013 to August 2018, and chief financial officer from May 2011 to February 2013.

She served in a number of executive positions with Hermes of Paris, Inc.

in New York City, including as Chief Financial Officer and Chief

Operating Officer from December 2005 to May 2011.

She began her career in public accounting and consulting at KPMG LLP and Arthur Andersen LLP.

Costa received her Diplome des Grandes Ecoles de Commerce, equivalent of an MBA in

the United States, at Frances Ecole Superieure de Commerce de Nantes (since renamed as Audencia).

We believe Ms.

qualified to serve as a director due to her extensive experience in accounting and financial matters for global consumer brands.

Ryan Cotton has served as a director of the Company since the Closing and of Topco since December 2017.

currently a managing director at Bain Capital Private Equity, LP, a private equity firm advising funds that hold units in Topco.

Cotton serves on the board for the publicly traded company Canada Goose Holdings Inc.

as the chair of its

nominating and governance committee and as a member of its compensation committee.

He also serves on the board for The Michaels Companies, Inc.

and is a member of its compensation committee.

In addition, Mr.

Cotton also serves on the boards of

the following private companies or their affiliates:

Blue Nile, Maesa, Varsity Brands, Virgin Voyages and Virgin Australia.

Cotton also currently serves on the board of directors and board of trustees for City Year New York and St.

Marks School of Texas, respectively.

Previously, Mr.

Cotton served on the board of directors for the following companies or their affiliates:

The Apple Leisure Group, The International Market Centers, Daymon Worldwide, TOMS Shoes and

Sundial Brands.

Cotton received his B.A.

from Princeton University and received an M.B.A.

from Stanford University.

Cotton is qualified to serve as a director due to his extensive financial and operational experience in both public and privately owned multi-national consumer goods businesses.

Flynn has served as a director of the Company since the Closing and of Topco since July 2014.

currently a partner with Leonard Green & Partners, L.P.

Prior to joining LGP in 2003, Mr.

Flynn had been a director in the investment banking department of Credit Suisse First Boston (CSFB), a financial services

company, which he joined in 2000 following CSFBs acquisition of Donaldson, Lufkin & Jenrette (DLJ), an investment bank.

Flynn had been with DLJ since 1996 and had previously worked in the Mergers and Acquisitions group at

Paine Webber Inc., a financial services company.

Flynn also serves on the boards of the following companies or their affiliates:

Pye-Barker, The Container Store, The Wrench Group, Veritext

Legal Solutions, Insight Global and OMNIA Partners, and has served on the boards of CCC Information Services, United States Infrastructure Corp.

and Tank Holdings Corp., among others.

Flynn serves as the chair of The Container Stores

culture and compensation committee.

He received his A.B.

from Brown University.

We believe Mr.

Flynn is qualified to serve as a

director due to his particular knowledge and experience in accounting, finance and capital structure, strategic planning and leadership of complex organizations, retail businesses and board practices of other major corporations.

Tiffany Han has served as a director of the Company since the Closing and

of Topco since June 2020.

Han is a managing director with CVC Capital Partners, a private equity firm advising funds that indirectly hold equity interests in the Company and Topco.

Prior to joining CVC in 2013, Ms.

Han worked at UBS

Investment Bank in the Mergers & Acquisitions group, which she joined in 2011.

Han is actively involved with Petco, PDC Brands, and Bruin Sports through the investments of funds advised by CVC.

She received her Bachelor in Business

Administration from Emory University.

We believe Ms.

Han is qualified to serve as a director due to her knowledge and experience in

finance as well as consumer and retail businesses.

Kilts has served as a director of the Company since the closing and of Topco

since September 2014.

He also served as Executive Chairman of Conyers Park from its inception to the Closing.

Kilts is the Founding Partner of Centerview Capital Consumer, founded in 2006.

Previously, Mr.

as Chairman of the Board, Chief Executive Officer and President of Gillette from 2001 until it merged with The Procter & Gamble

Company in 2005;

Kilts served as Chairman of

the Board, Chief Executive Officer and President of Gillette from 2001 until it merged with The Procter & Gamble Company in 2005;

at that time he became Vice Chairman of the Board of The Procter & Gamble Company.

Gillette, the company’s sales had been flat for 4 years, and it had missed earnings estimates for 14 consecutive quarters.

Kilts took steps to rebuild the management team, cut costs and reinvest the savings in innovation and marketing.

tenure as Chief Executive Officer, Mr.

Kilts oversaw the creation of approximately $30 billion in equity value for Gillette’s

public shareholders.

Gillette’s share price appreciated 110% during Mr.

tenure, while the S&P 500 declined

3% over the same time period.

leadership, Gillette rejoined the top ranks of consumer products companies

as sales increased an average of 9% each year.

The Harvard Business Review cited Mr.

leadership as the driving force

behind Gillette’s turnaround.

Prior to Gillette, Mr.

Kilts served as President and Chief Executive Officer of Nabisco from

1998 until its acquisition by the Philip Morris Companies in 2000.

Prior to Gillette,

Kilts served as President and Chief Executive Officer of Nabisco from 1998 until its acquisition by The Philip Morris Companies in 2000.

Before joining Nabisco, Mr.

Kilts was an Executive Vice President

of The Philip Morris Companies from 1994 to 1997 and headed the Worldwide Food group.

In that role, Mr.

Kilts was responsible for

integrating Kraft and General Foods and for shaping the group’s domestic and international strategy.

Kilts had previously

served as President of Kraft USA and Oscar Mayer.

He also had been Senior Vice President of Strategy and Development, President

of Kraft Limited in Canada, and Senior Vice President of Kraft International.

Kilts began his career with General Foods Corporation

successes across the consumer industry, numerous companies seek his business expertise and advice.

Kilts is currently a member of the Board of Directors of The Simply Good Foods Company, where he has served as Chairman since

July 2017, Unifi Inc., where he has served since April 2016, Pfizer, Inc., where he has served since 2007, and MetLife, Inc., where

he has served since 2005.

Kilts also served as member of the Board of Nielsen Holdings PLC from 2011 to August 2017, Chairman

of the Board of Nielsen Holdings PLC from January 2011 to January 2014, and Chairman of the Supervisory Board of the Nielsen Company

from 2009 to January 2014.

Previously, Mr.

Kilts was a member of the Board of Directors of Big Heart Pet Brands from March

2011 to March 2015 (during which time he served as Chairman), MeadWestvaco from 2006 to April 2014, The New York Times Company

from 2005 to 2008, May Department Stores from 1998 to 2005, Whirlpool Corporation from 1999 to 2005, Chairman of the Board of the

Grocery Manufacturers Association from 2003 to 2005, and Delta Airlines from 2002 to 2004.

Kilts is also a former member of

Citigroup’s International Advisory Board.

Kilts received a bachelor’s degree in History from Knox College, Galesburg,

Illinois and earned a Master of Business Administration degree from the University of Chicago.

Kilts was an Executive Vice President of The Philip Morris Companies

from 1994 to 1997 and headed the Worldwide Food Group.

Kilts had previously served as President of Kraft USA and Oscar Mayer.

He also had been Senior Vice President of Strategy and Development, President of Kraft Limited in Canada and

Senior Vice President of Kraft International.

Kilts is currently Chairman of the Board of Advantage Solutions, Chairman of The

Simply Good Foods Company, where he has served since 2017, a member of the Board of Directors of Unifi, Inc., where he has served since 2016, and Viatris Inc.

where he has served since November 2020.

Kilts served on the board of MetLife,

from 2005 until June, 2020, Pfizer Inc., from 2007 until November 2020, and Conyers Park II Acquisition Corp.

from 2019 until September 2020.

Kilts was Non-Executive Director of the Board of

Nielsen Holdings PLC (from 2006 until 2017), Chairman of the Board of Nielsen Holdings PLC (from 2011 until 2013) and Chairman of the Nielsen Company B.V.

(from 2009 until 2014).

Kilts received a bachelors degree in History from Knox College, Galesburg, Illinois and earned an MBA degree from the

University of Chicago.

We believe Mr.

Kilts deep consumer

industry background, coupled with broad operational and transactional experience, make him well qualified to serve as a Director.

West , our Chief Executive Officer and a Director since inception, is an established leader in the consumer industry, with

nearly 30 years of experience leading a range of companies and well-known brands.

West became a partner of Centerview Capital

Consumer in May 2016.

Kilts is qualified to serve as a director due to his deep consumer industry background,

coupled with broad operational and transactional experience.

Muñoz-Guzman has served as a director since the Closing.

She brings over 25 years of experience with retailing, designing, merchandising and manufacturing consumer fashion brands.

Muñoz-Guzman has been the Chief Executive Officer of Torrid since August 2018.

From January 2018 to August 2018 she served as President of Torrid.

Prior to that she was the Senior Vice President of

Product for Torrid from May 2016 to January 2018.

From July 2010 to May of 2016, she served as the Senior Vice President of Product for Hot Topic, the former-parent company of Torrid, driving a vertical transformation while building product

development infrastructures for both Torrid and Hot Topic during that time.

In May of 2016 the companies split and she focused solely on Torrid.

Prior to that she served in a number of executive positions with Lucky Brand Jeans over a thirteen-year

period, including serving as President from 20082010.

She received a degree from the Fashion Institute of Design & Merchandising focusing on garment design, construction and manufacturing in 1987.

We believe Ms.

Muñoz-Guzman is qualified to serve as a director due to her extensive

experience in retailing and merchandising global consumer brands.

Ratzan has served as a director of the Company from its

He was the Chief Financial Officer and a Director of Conyers Park from its inception to the Closing.

Ratzan has been a Partner of Centerview Capital Consumer since April 2014.

Ratzan has over 25 years of private equity

investing experience.

Prior to joining Centerview Capital Consumer, Mr.

West served as Chief Executive Officer and President of

Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that time one of the world’s

largest pure-play pet food and treats company whose brands included Meow Mix®, Kibbles ‘n Bits®, Milk-Bone®,

West helped reposition the business to increase focus on growth and innovation, launched new products such as

Milk-Bone Brushing Chews®, enhanced specialty pet distribution channels through the acquisition of Natural Balance Pet Foods,

and developed a marketing culture to effectively promote products.

West worked closely with Mr.

Kilts during this time period,

Ratzan was Partner and Head of U.S.

Private Equity at Pamplona Capital Management from January 2012 to February 2014.

Prior to joining Pamplona, he was Managing Director

and Head of Consumer at Vestar Capital Partners, which he joined in 1998.

Ratzan also previously worked at 21 International Holdings, a private investment firm and in the Investment Banking Group at Donaldson, Lufkin and

Since July 2017, Mr.

Ratzan has served as a director on the Board of The Simply Good Foods Company.

Ratzan previously served on the boards of other consumer companies including Del Monte Foods, The Sun Products Corporation

(formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc.

Ratzan holds a bachelors degree in economics from the University of Michigan, where he was a member of Phi Beta Kappa, and a M.B.A.

from Harvard Business School.

We believe Mr.

Ratzan is qualified to serve as a director due to his extensive investment management and transactional experience.

Sokoloff has served as a director of the Company since the Closing and Topco since July 2014.

Sokoloff is currently a managing partner with LGP.

Before joining LGP in 1990, he was a Managing Director in corporate finance at Drexel Burnham Lambert, an investment bank.

Sokoloff also serves on the boards of the publicly traded

companies Shake Shack and The Container Store Group.

In addition, Mr.

Sokoloff serves on the boards of the following private companies or their affiliates:

Jetro Cash & Carry, JOANN Stores and Union Square Hospitality Group LLC.

Sokoloff has previously served on the board of Whole Foods Market, among many other companies.

In addition, he serves as trustee of Williams College and the Los Angeles County Museum of Art.

He is also a board member of the Melanoma

Research Alliance.

Sokoloff received his B.A.

from Williams College.

We believe Mr.

Sokoloff is qualified to serve as a

West has served as a director of the Company since May 2019.

He served as the Chief Executive Officer and a

Director of Conyers Park from May 2019 to the Closing.

West is an established leader in the consumer industry, with nearly 30 years of experience leading a range of companies and well-known brands.

West became a partner of

Centerview Capital Consumer in May 2016.

Prior to joining Centerview Capital Consumer, Mr.

West served as Chief Executive Officer and President of Big Heart Pet Brands (formerly known as Del Monte Foods) from August 2011 to March 2015, at that

time one of the worlds largest pure-play pet food and treats company whose brands included Meow Mix, Kibbles n Bits, Milk-Bone, and others.

West helped reposition the business to increase focus on growth and innovation, launched

new products such as Milk-Bone Brushing Chews, enhanced specialty pet distribution channels through the acquisition of Natural Balance Pet Foods, and developed a marketing culture to effectively promote products.

West worked closely with

Kilts during this time period, as Mr.

Kilts was Chairman of the Board of Big Heart Pet Brands.

In February 2014, Mr.

West oversaw the sale of Del Monte Foods’

Consumer Products business and changed the company’s name to Big Heart Pet Brands, reflecting its singular focus on pet

food and snacks.

West oversaw the sale of Del Monte Foods Consumer Products business and changed the companys name to

Big Heart Pet Brands, reflecting its singular focus on pet food and snacks.

During his tenure as Chief Executive Officer, Mr.

West oversaw the creation of approximately $2 billion of equity

value for investors.

Big Heart Pet Brands was sold to The J.

West oversaw the creation of approximately $2 billion of equity value for investors.

Big Heart Pet Brands was

sold to The J.

Smucker Company in March 2015, at which time Mr.

West served The

West served The J.

Smucker Company as President, Big Heart Pet Food and Snacks until March 2016 and as a Senior Advisor until April 2016.

to joining Del Monte Foods, Mr.

Prior to joining Del Monte Foods,

West served as the Chief Executive Officer, President and a director of Hershey from 2007 to May 2011.

West’s leadership, Hershey experienced strong profits, net sales growth and shareholder returns, and was

recognized as one of the World’s 100 Most Innovative Companies by Forbes Magazine in 2011.

West’s tenure

as Chief Executive Officer, Hershey increased its investment in domestic and international operations, improved the effectiveness

Wests leadership, Hershey experienced strong profits, net sales growth and shareholder returns, and was recognized

as one of the Worlds 100 Most Innovative Companies by Forbes Magazine in 2011.

Wests tenure as Chief Executive Officer, Hershey increased its investment in domestic and international operations, improved the effectiveness

of its supply chain and business model, and accelerated its advertising, brand building and distribution programs.

created by Mr.

West’s leadership at Hershey led to more than $5 billion of equity value creation for shareholders during

Hershey’s share price appreciated 68% during this time period, while the S&P 500 was flat.

Chief Executive Officer role, Mr.

West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial

Officer, Chief Customer Officer, and Senior Vice President of Strategy and Business Development.

Prior to joining Hershey in 2001,

West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior

Vice President, Finance, and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute

Nabisco’s strategy, culminating in the acquisition of Nabisco Holdings Corp.

Wests leadership at Hershey led to more than $5 billion of equity value creation for shareholders during his tenure.

Hersheys share price appreciated 68%

during this time period, while the S&P 500 was flat.

Prior to his Chief Executive Officer role, Mr.

West held various leadership positions at Hershey including Chief Operating Officer, Chief Financial Officer, Chief Customer Officer, and

Senior Vice President of Strategy and Business Development.

Prior to joining Hershey in 2001, Mr.

West spent 14 years with the Nabisco Biscuit and Snacks group, where he held a range of senior positions including Senior Vice President, Finance,

and Vice President, Corporate Strategy and Business Planning, a role in which he helped shape and execute Nabiscos strategy, culminating in the acquisition of Nabisco Holdings Corp.

by The Philip Morris Companies in 2000.

1 unchanged sentence

Kilts during Mr.

tenure as Chief Executive Officer.

Kilts tenure as Chief Executive Officer.

Since July 2017, Mr.

West has served as the Vice-Chairman of the Board of The Simply Good Foods Company.

West was a member of the board of directors

of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014 and Big Heart Pet Brands from 2014 to 2015.

West received

a bachelor of science degree, cum laude, in Business Administration from Bucknell University in Lewisburg, Pennsylvania.

West’s deep consumer industry background, coupled with broad operational and transactional experience, make him well

qualified to serve as a Director.

Ratzan , our Chief Financial Officer and a Director since inception, has been a Partner of Centerview Capital Consumer since

Ratzan has over 20 years of private equity investing experience.

Prior to joining Centerview Capital Consumer,

Ratzan was Partner and Head of U.S.

Private Equity at Pamplona Capital Management from January 2012 to February 2014.

to joining Pamplona, he was Managing Director and Head of Consumer at Vestar Capital Partners, which he joined in 1998.

also previously worked at ‘21’

International Holdings, a private investment firm and in the Investment Banking Group

at Donaldson, Lufkin and Jenrette.

Since July 2017, Mr.

Ratzan has served as a director on the Board of The Simply Good Foods

Ratzan previously served on the boards of other consumer companies including Del Monte Foods, The Sun Products Corporation

(formerly known as Huish Detergents, Inc.), and Birds Eye Foods, Inc.

Ratzan holds a bachelor’s degree in economics

from the University of Michigan, where he was a member of Phi Beta Kappa, and a Master of Business Administration degree from

Harvard Business School.

We believe Mr.

Ratzan’s extensive investment management and transactional experience make him well

qualified to serve as a Director.

Blaylock serves as a director

of Conyers Park II Acquisition Corp.

Blaylock is Founder and Managing Partner of Gennx360 Capital Partners, a private equity

firm founded in 2006 focused on investing in industrial and business services companies in the U.S.

middle market.

has also served as a director of Pfizer since 2017.

Prior to launching Gennx360 Capital Partners, Mr.

Blaylock founded and managed

Blaylock & Company, an investment banking firm.

Blaylock also held senior management positions at UBS, PaineWebber Group

and Citicorp.

Blaylock currently serves as a director of CarMax, Inc.

Berkley, Inc., an insurance holding company.

Blaylock is also a member of the Board of Trustees of Carnegie Hall and of the Board of Overseers of New York University Stern

School of Business.

Blaylock received an M.B.A.

in finance from New York University’s Stern School of Business and a

in finance from Georgetown University.

We believe Mr.

Blaylock’s broad investment experience make him well qualified

to serve as a Director.

Klein serves as a director of Conyers Park II Acquisition Corp.

Klein founded PK Associates, a consumer products

focused growth management consultancy.

From March 2001 through September 2005, Mr.

Klein was Senior Vice President and Corporate

Officer of The Gillette Company, responsible for Strategy, Planning, Business Development and Global Marketing Resources.

Klein was actively involved in acquisitions and divestitures, new products, functional excellence, strategic sourcing, the sale

of Gillette to Procter & Gamble and integration planning.

Previously, Mr.

Klein was Executive Vice President and Corporate

Officer of Strategy, Business Development, Marketing Services and Global e-Business at Nabisco Holdings Corp.

from January 1998

through December 2000, and departed Nabisco following Nabisco’s public auction and sale to Phillip Morris/Kraft Foods in

December 2000.

Klein joined Nabisco Foods from The Cambridge Group, where he served for seven years as Partner and Managing

Director of its east coast office, which he opened in 1991.

Prior to joining The Cambridge Group, Mr.

Klein was a senior partner

for ten years at Marketing Corporation of America, where he led the consumer products management consulting practice.

Before consulting,

Klein worked in line sales, marketing and business development at Sterling Drug from 1978 to 1981 (Vice President, Business

Development), The Gillette Company from 1972 to 1978 (Director of Marketing & Sales for Braun North America and Group Marketing

Manager in Personal Care), and Johnson & Johnson from 1971 to 1972 (Consumer Trade Promotion and Marketing).

on the Board of Selectors of the Multiplying Good/Jefferson Awards Foundation, on the marketing advisory board at Syracuse University’s

Whitman School of Management, on the advisory board of Centerview Capital Consumer, and is Non-Executive Chairman of Vision For

and From Children.

Klein received a B.S.

degree in Marketing & Finance from Syracuse University and an M.B.A.

Business School.

West was a member

of the board of directors of Hershey from 2007 to 2011, Del Monte Foods from 2011 to 2014 and Big Heart Pet Brands from 2014 to 2015.

West received a bachelor of science degree, cum laude, in Business Administration from Bucknell University

in Lewisburg, Pennsylvania.

We believe Mr.

Klein’s broad operational, marketing, and transactional experience make him well qualified

to serve as a Director.

Rosenfeld serves as a director of Conyers Park II Acquisition Corp.

Rosenfeld is the former Chairman and CEO of Mondelēz

International.

After a distinguished 21 year career at General Foods and then Kraft Foods, Ms.

Rosenfeld became Chairman and CEO

of Frito-Lay North America for two years.

Rosenfeld returned to Kraft Foods, the predecessor to Mondelēz International,

in June 2006 as CEO, and became Chairman in March 2007.

In October 2012, Ms.

Rosenfeld and her team created Mondelez International

by spinning off the company’s North American grocery operations, which were subsequently acquired by Heinz/3G.

In July 2014,

Rosenfeld spun off the company’s coffee assets into a new entity, Jacobs Douwe Egbert.

In addition to Ms.

Rosenfeld’s

twelve years of public board experience serving as Chair of the Mondelez International Board, Ms.

Rosenfeld served on the AutoNation

board for eight years and has served as a director of Qualcomm Incorporated since October 2018.

Rosenfeld has also been

active in a number of industry and community organizations, including The Economic Club of Chicago, the Board of the Consumer

Goods Forum, The Business Council and serves on the Chicago-Northwest Indiana board of Teach for America.

Rosenfeld received

in Marketing and Statistics, an M.S.

in Business Administration and a B.A.

in Psychology from Cornell University.

Rosenfeld’s deep global consumer industry background, coupled with broad transactional and operational experience, make

her well qualified to serve as a Director.

Joseph Schena serves as a director of

Conyers Park II Acquisition Corp.

Schena is a Consumer Products industry executive with 40 years of experience in the areas

of Financial Operations and Accounting, Strategy and Business Planning, Investor relations and Mergers & Acquisitions.

Schena had served as the Chief of Staff at Cohen Enterprises focused on C&S Wholesale Grocers and Warehouse Technologies from

November 2015 until April 2019.

Schena also served as a director of Warehouse Technologies until January 2020.

Schena served as Chief Financial Officer and Executive Vice President at C&S Wholesale Grocers.

Prior to joining Cohen

Enterprises, Mr.

Schena served as the Chief Executive Officer and President at Bacardi International Limited and as the Chief Financial

Officer of Bacardi Limited.

Schena was an Operating Partner at Centerview Capital Consumer from 2007 to 2012 focused on financial

operations of portfolio companies.

Schena was involved in the $5.5 billion privatization of Del Monte Foods and the acquisition

of Richelieu Foods.

Schena served as the Vice President of Global Financial Operations, Chief Accounting Officer and Controller

at The Gillette Company and transitioned to the Chief Financial Officer of the Gillette business unit of Procter & Gamble ("P&G")

after P&G acquired Gillette in October 2005 where Mr.

Schena was responsible for Gillette's business results as well as integrating

Gillette's and P&G's financial operations.

Prior to Gillette, Mr.

Schena served in various senior financial and strategy positions

at Kraft/Nabisco from 1980 to 2000.

Schena received an M.B.A.

in Finance and a B.B.A.

in Accounting from Iona College.

Schena's deep consumer industry background, coupled with broad operational experience, make him well qualified to serve as

and Terms of Office of Officers and Directors

board of directors is divided into three classes with only one class of directors being elected in each year and each class (except

for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office

of the first class of directors, consisting of Mr.

Blaylock and Mr.

Klein, will expire at our first annual meeting of stockholders.

The term of office of the second class of directors, consisting of Ms.

Rosenfeld and Mr.

Schena, will expire at the second annual

meeting of stockholders.

The term of office of the third class of directors, consisting of Messrs.

Kilts, West and Ratzan, will

expire at the third annual meeting of stockholders.

We may not hold an annual meeting of stockholders until after we consummate

our initial business combination (unless we do not consummate our initial business combination prior to December 31, 2020, in

which case NASDAQ rules require that we hold an annual meeting prior to December 31, 2020).

to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen

by holders of a majority of our founder shares.

In addition, prior to the completion of an initial business combination, holders

of a majority of our founder shares may remove a member of the board of directors for any reason.

to an agreement entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor,

upon consummation of an initial business combination, will be entitled to nominate three individuals for election to our board

of directors.

officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific

terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate.

Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial

Officer, Vice Presidents, Secretary, Treasurer and such other offices as may be determined by the board of directors.

in certain legal proceedings

is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management

team in their capacity as such.

listing standards require that a majority of our board of directors be independent.

An “independent director”

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent

judgment in carrying out the responsibilities of a director.

Our board of directors has determined that Mr.

Blaylock, Mr.

Rosenfeld and Mr.

Schena are “independent directors”

as defined in the NASDAQ listing standards and applicable

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

of the Board of Directors

board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and

a limited exception, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company

be comprised solely of independent directors, and the rules of NASDAQ require that the compensation committee of a listed company

be comprised solely of independent directors.

Blaylock, Mr.

Klein and Mr.

Schena serve as members of our audit committee.

Under the NASDAQ listing standards and applicable

SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

member of the audit committee is financially literate and our board of directors has determined that Mr.

Schena qualifies as an

“audit committee financial expert”

as defined in applicable SEC rules, and will chair the audit committee.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent

registered public accounting firm and any other independent registered public accounting

firm engaged by us;

● pre-approving

all audit and permitted non-audit services to be provided by the independent registered

public accounting firm or any other registered public accounting firm engaged by us,

and establishing pre-approval policies and procedures;

and discussing with the independent registered public accounting firm all relationships

they have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent registered

public accounting firm;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent registered public accounting

firm describing (i) the independent registered public accounting firm’s internal

quality-control procedures and (ii) any material issues raised by the most recent internal

quality-control review, or peer review, of the independent registered public accounting

firm, or by any inquiry or investigation by governmental or professional authorities

within the preceding five years respecting one or more independent audits carried out

by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item

404 of Regulation S-K promulgated by the Commission prior to us entering into such transaction;

with management, the independent registered public accounting firm, and our legal advisors,

as appropriate, any legal, regulatory or compliance matters, including any correspondence

with regulators or government agencies and any employee complaints or published reports

that raise material issues regarding our financial statements or accounting policies

and any significant changes in accounting standards or rules promulgated by the Financial

Accounting Standards Board, the Commission or other regulatory authorities.

members of our compensation committee are Mr.

Blaylock, Ms.

Rosenfeld and Mr.

Under the NASDAQ listing standards and applicable

SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

Rosenfeld and Mr.

Schena are independent.

Blaylock will chair the compensation committee.

have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

and approving on an annual basis the corporate goals and objectives relevant to our Chief

Executive Officer’s compensation, evaluating our Chief Executive Officer’s

performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer based on such evaluation;

and approving on an annual basis the compensation of all of our other officers;

on an annual basis our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit

arrangements for our officers and employees;

required, producing a report on executive compensation to be included in our annual proxy

evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding

the foregoing, as indicated above, other than the $10,000 per month administrative fee payable to an affiliate of our sponsor

and reimbursement of expenses, no other compensation of any kind, including finders, consulting or other similar fees, will be

paid to any of our officers, directors or any of their respective affiliates, prior to, or for any services they render in order

to effectuate, the consummation of a business combination.

Accordingly, it is likely that prior to the consummation of an initial

business combination, the compensation committee will only be responsible for the review and recommendation of any compensation

arrangements to be entered into in connection with such initial business combination.

charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation

consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of

the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel

or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required

by NASDAQ and the Commission.

do not have a standing nominating committee.

In accordance with Rule 5605(e)(2) of the NASDAQ Rules, a majority of the independent

directors may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent

directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation

of a standing nominating committee.

As there is no standing nominating committee, we do not have a nominating committee charter

board of directors will also consider director candidates recommended for nomination by our stockholders during such times as

they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special

meeting of stockholders).

Our stockholders that wish to nominate a director for election to the Board should follow the procedures

set forth in our bylaws.

have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors

In general, in identifying and evaluating nominees for director, the board of directors considers educational background,

diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and

the ability to represent the best interests of our stockholders.

Committee Interlocks and Insider Participation

of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation

committee of any entity that has one or more executive officers serving on our board of directors.

have adopted a code of ethics that applies to our officers and directors.

We have filed copies of our code of ethics, our audit

committee charter and our compensation committee charter as exhibits to our registration statement in connection with our initial

public offering.

You may review these documents by accessing our public filings at the Commission’s web site at www.sec.gov.

In addition, a copy of the code of ethics will be provided without charge upon request to us.

Capital sponsors several investment vehicles.

Funds managed by Centerview Capital Consumer or its affiliates may compete with

us for acquisition opportunities and Simply Good Foods may compete with us for acquisition opportunities.

If these funds and Simply

Good Foods decide to pursue any such opportunity, we may be precluded from procuring such opportunities.

In addition, investment

ideas generated within Centerview Capital Consumer and Simply Good Foods may be suitable for both us and for a current or future

Centerview Capital Consumer fund or portfolio company and may be directed to such entity and Simply Good Foods rather than to

Centerview Capital Consumer or members of our management team who are also employed by Centerview Capital Consumer and Simply

Good Foods and members of our management team who are directors of Simply Good Foods have any obligation to present us with any

opportunity for a potential business combination of which they become aware.

Centerview Capital Consumer and/or our management,

in their capacities as employees of Centerview Capital Consumer or in their other endeavors, may be required to present potential

business combinations to the related entities described above, current or future Centerview Capital Consumer investment vehicles,

or third parties, before they present such opportunities to us.

Notwithstanding

the foregoing, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with any such fund or other investment

Such entity may co-invest with us in the target business at the time of our initial business combination, or we

could raise additional proceeds to complete the acquisition by making a specified future issuance to any such fund or vehicle.

of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present business combination opportunities

to such entity.

Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity

which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will

honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We do not believe, however,

that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability

to complete our business combination.

In addition, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with

an entity to which an officer or director has a fiduciary or contractual obligation.

Our amended and restated certificate of incorporation

provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity

is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity

is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

directors and officers, Centerview Capital or its affiliates may sponsor, form or participate in other blank check companies similar

to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts

of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director

and officer teams.

However, we do not expect that any such other blank check company would materially affect our ability to complete

our initial business combination.

investors should also be aware of the following other potential conflicts of interest:

of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of

interest in allocating his or her time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities

which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our management may

have conflicts of interest in determining to which entity a particular business opportunity should be presented.

initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held

by them in connection with the consummation of our initial business combination.

Additionally, our initial stockholders have agreed

to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business

combination within 24 months after the closing of our initial offering.

If we do not complete our initial business combination

within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will

be used to fund the redemption of our public shares, and the private placement warrants will expire worthless.

With certain limited

exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier of:

(A) one year after the

completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the closing price

of our Class A 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

our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization

or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock

for cash, securities or other property.

With certain limited exceptions, the private placement warrants and the Class A common

stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until

30 days after the completion of our initial business combination.

Since our sponsor and officers and directors may directly or

indirectly own common stock and warrants following our initial public offering, our officers and directors may have a conflict

of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial

business combination.

officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention

or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect

to our initial business combination.

sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing

arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance

transaction costs in connection with an intended initial business combination.

Up to $1,500,000 of such loans may be convertible

into warrants at a price of $1.50 per 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.

conflicts described above may not be resolved in our favor.

general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present

business opportunities to a corporation if:

corporation could financially undertake the opportunity;

opportunity is within the corporation’s line of business;

would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting

business opportunities meeting the above-listed criteria to multiple entities.

is a table summarizing the entities to which our executive officers, directors and director nominees currently have fiduciary

duties or contractual obligations:

Entity’s

Capital Consumer

Pharmaceuticals

Simply Good Foods Company

Food Products

Capital Consumer

Simply Good Foods Company

Food Products

Vice-Chairman

Capital Consumer

Simply Good Foods Company

Food Products

Capital Partners

and Managing Partner

Pharmaceuticals

for Used Vehicles

Berkley, Inc.

Capital Consumer

of Advisory Board

Telecommunication

if any of the above executive officers, directors or director nominees becomes aware of a business combination opportunity which

is suitable for any of the above entities to which he or she has current fiduciary or contractual obligations, he or she will

honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only

present it to us if such entity rejects the opportunity.

We do not believe, however, that any of the foregoing fiduciary duties

or contractual obligations will materially affect our ability to complete our business combination.

Our amended and restated certificate

of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless

such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and

such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers

or directors.

In the event we seek to complete our initial business combination with such a company, we, or a committee of independent

directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent

accounting firm, that such an initial business combination is fair to our company from a financial point of view.

the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders have

agreed to vote any founder shares held by them and any public shares purchased during or after the offering in favor of our initial

business combination and our officers and directors have also agreed to vote any public shares purchased during or after the offering

in favor of our initial business combination.

on Liability and Indemnification of Officers and Directors

amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest

extent authorized by Delaware law, as it now exists or may in the future be amended.

In addition, our amended and restated certificate

of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders for

breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in

bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or

unlawful redemptions, or derived an improper personal benefit from their actions as directors.

entered into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification

provided for in our amended and restated certificate of incorporation.

Our bylaws also permit us to secure insurance on behalf

of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would

permit such indemnification.

We purchased a policy of directors’

and officers’

liability insurance that insures our

officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against

our obligations to indemnify our officers and directors.

provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty.

provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though

such an action, if successful, might otherwise benefit us and our stockholders.

Furthermore, a stockholder’s investment

may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant

to these indemnification provisions.

believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced

officers and directors.

West is qualified to serve as a director due to his deep consumer industry background,

coupled with broad operational and transactional experience across many industries.

Corporate Governance

Composition of Our Board of Directors

Our business and affairs are managed under the direction of our board of directors.

Our board of directors currently consists of 13 directors.

Subject to the terms of the Stockholders Agreement, our certificate of incorporation and bylaws, the number of directors is fixed by our board of directors.

Concurrent with the execution of the Merger Agreement, CP II entered into a Stockholders Agreement (the Stockholders

Agreement ) with CP Sponsor, Topco, CVC ASM Holdco, L.P., a Delaware limited partnership (the CVC Stockholder ), the entities identified therein under the heading LGP Stockholders (collectively, the

LGP Stockholder ) and BC Eagle Holdings, L.P., a Cayman Islands exempted limited partnership (the Bain Stockholder ), and the other parties named therein (collectively, the Stockholder

The Stockholders Agreement provides, among other things, that the Stockholder Parties agree to cast their votes such that the our board of directors is constituted as set forth in the Stockholders Agreement and the Merger

Agreement and will have certain rights to designate directors to our board of directors, in each case, on the terms and subject to the conditions therein.

Under the Stockholders Agreement, each Stockholder Party has agreed to cast all votes to which such entities are entitled such that our board

of directors shall be constituted as follows.

For so long as the CVC Stockholder beneficially owns 10% or greater of our Class A common stock, it shall be entitled to nominate two directors, who shall initially be Cameron Breitner and Tiffany

Han (each, an Initial CVC Director), with such right (i) decreasing to one director at such time when the CVC Stockholder beneficially owns equal to or greater than 5% but less than 10% of our Class A common stock;

(ii) terminating at such time when the CVC Stockholder beneficially owns less than 5% of our Class A common stock.

For so long as the LGP Stockholders beneficially own 10% or greater of our Class A common stock, the LGP Stockholders

shall be entitled to nominate two directors, who shall initially be Jon Sokoloff and Tim Flynn (each, an Initial LGP Director), with such right (i) decreasing to one director at such time when the LGP Stockholders beneficially own

equal to or greater than 5% but less than 10% of our Class A common stock;

and (ii) terminating at such time when the LGP Stockholders beneficially own less than 5% of our Class A common stock.

For so long as the Bain Stockholder

beneficially owns 5% or greater of our Class A common stock, it shall be entitled to nominate one director, who shall initially be Ryan Cotton (the Initial Bain Director), with such right terminating at such time when the Bain

Stockholder beneficially owns less than 5% of our Class A common stock.

For so long as the CP Sponsor or any of its permitted transferees is the record or beneficial owner of any our Class A common stock, the CP Sponsor shall, for a period

of five years following the closing of the Merger, be entitled to nominate three directors, who shall initially be James M.

Kilts, David J.

West and Brian K.

Ratzan (each, an Initial Sponsor

In calculating the beneficial ownership percentages referenced above, the total number of issued and outstanding shares of our Class A common stock used as the denominator

in any such calculation shall at all times be deemed to be equal to the total number of shares of our Class A common stock issued and outstanding immediately following the closing of the Merger (as adjusted for stock splits, combinations,

reclassifications and similar transactions).

In addition, shares of Common Stock owned by Topco are deemed to be beneficially owned proportionate to the Stockholders Parties interest in Topco.

Additionally, our board of directors includes

Tanya Domier, the Chief Executive Officer of Advantage as of the closing of the Merger (the CEO Director) and four independent directors who were determined pursuant to the terms set forth in the Merger Agreement (each, an

Independent Director).

Moreover, under the Stockholders Agreement, each Stockholder Party has agreed to cast all votes to

which such entities are entitled such that our board of directors shall be divided into three class of directors, with each class serving for staggered three-year terms, and such that (i) the Class I directors initially include one Initial

CVC Director, one Initial LGP Director, one Initial Sponsor Director and two Independent Directors, (ii) the Class II directors initially include one Initial Sponsor Director, the Initial Bain Director and two Independent Directors and

(iii) the Class III directors initially include one Initial CVC Director, one Initial LGP Director, one Initial Sponsor Director and the CEO Director.

The initial term of the Class I directors shall expire immediately following our

first annual meeting of stockholders following the consummation of the Merger.

The initial term of the Class II directors shall expire immediately following our second annual meeting of stockholders following the consummation of the Merger.

initial term of the Class III directors shall expire immediately following our third annual meeting of stockholders following the consummation of the Merger.

In addition, subject to applicable laws and stock exchange regulations, and subject to requisite independence requirements applicable to such

committee, the CVC Stockholder, the LGP Stockholders, and the CP Sponsor shall, severally, have the right to have one CVC Director, one LGP Director and one Sponsor Director, respectively, appointed to serve on each committee of the Board for so

long as the CVC Stockholder, the LGP Stockholders, and CP Sponsor, as applicable, has the right to designate at least one director for nomination to the Board.

Finally, pursuant to the Stockholders Agreement, Advantage and, with certain exceptions, its subsidiaries shall not, for so long as Topco and

its permitted transferees collectively hold an amount of Advantage equity securities that is equal to 50% or more of the amount of securities Topco held as of immediately subsequent to the Closing, take any of the following actions without the

approval of Topco:

(i) any increase or decrease the size of our board of directors, other than in accordance with the Stockholders Agreement;

(ii) any amendment, change, waiver, alteration or repeal of any provision of our organizational

documents that (a) amends or modifies any specific rights of Topco or (b) materially and adversely affects Topco in its capacity as our stockholder;

(iii) any acquisition or disposition of any one or more persons, equity interests,

businesses or assets, or, subject to certain exceptions, the incurrence of any indebtedness by us or any of its subsidiaries involving an aggregate value, purchase price, sale price or indebtedness, as applicable, in an amount in excess of certain

EBITDA ratios set forth in the Stockholders Agreement;

(iv) the termination or replacement of our Chief Executive Officer (other than for cause);

(v) the declaration and payment of any dividends or distributions, other than any dividends or

distributions from any wholly owned subsidiary of us either to us or any other wholly owned subsidiaries of us;

or (vi) any redemption or repurchase of any shares of our common stock.

The term of office for each director will be until his or her successor is elected at our annual meeting or his or her death, resignation or

removal, whichever is earliest to occur.

Our board of directors is divided into three classes, with each director serving a three-year

term, and one class being elected at each years annual meeting of stockholders.

Cameron Breitner, Timothy Flynn, Brian K.

Ratzan, Ronald E.

Blaylock and Virginie Costa serve as Class I directors with an initial term expiring in 2021.

Ryan Cotton, Jim M.

Kilts, Beverly Chase and Elizabeth Muñoz-Guzman serve as Class II directors with an initial term expiring in 2022.

Tiffany Han, Jon Sokoloff, David J.

West and Tanya

Domier serve as Class III directors with an initial term expiring in 2023.

With respect to the roles of Chairman of the Board and Chief Executive Officer, our

Corporate Governance Guidelines provide that the roles may be separated or combined, and our board of directors is able to exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing

circumstances.

Our Corporate Governance Guidelines provide the flexibility for our board of directors to modify our leadership structure in the future as appropriate.

Topco controls a majority of the voting power of our outstanding Class A common stock.

As a result, we are a controlled

company under the NASDAQ corporate governance standards.

As a controlled company, exemptions under the standards mean that we are not required to comply with certain corporate governance requirements, including the following requirements:

that a majority of our board of directors consists of independent directors, as defined under the

rules of the NASDAQ;

that we have a nominating and corporate governance committee that is composed entirely of independent directors

with a written charter addressing the committees purpose and responsibilities;

that we have a compensation committee that is composed entirely of independent directors with a written charter

addressing the committees purpose and responsibilities;

for an annual performance evaluation of nominating and governance committee and compensation committee.

These exemptions do not modify the independence requirements for our audit committee, and we comply with the applicable

requirements of the Sarbanes-Oxley Act and rules with respect to our audit committee within the applicable timeframe.

Director Independence

Our board of directors has undertaken a review of the independence of our directors and considered whether any such director has a

material relationship with us that could compromise that directors ability to exercise independent judgment in carrying out that directors responsibilities.

Our board of directors has determined that each of Ronald E.

Blaylock, Cameron

Breitner, Beverly F.

Chase, Virginie Costa, Ryan Cotton, Timothy J.

Flynn, Tiffany Han, James M.

Kilts, Elizabeth Muñoz-Guzman, Brian K.

Ratzan, Jonathan D.

Sokoloff and David J.

independent director, as defined under the rules of NASDAQ.

Board Committees

The composition, duties and responsibilities of our committees are as set forth below.

The committees of our board of directors consist of an

audit committee, a compensation committee, and a nominating and corporate governance committee.

In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

committee is responsible for, among other matters:

appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public

accounting firm;

discussing with our independent registered public accounting firm its independence from management;

reviewing with our independent registered public accounting firm the scope and results of its audit;

approving all audit and permissible non-audit services to be

performed by our independent registered public accounting firm;

overseeing the financial reporting process and discussing with management and our independent registered public

accounting firm the interim and annual financial statements that we file with the SEC;

reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and

compliance with legal and regulatory requirements;

establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting,

internal controls or auditing matters.

Our audit committee consists of Virginie Costa, Elizabeth Muñoz-Guzman and Ronald E.

Blaylock, with Ms.

Costa chairing this committee.

Rule 10A-3 of the Exchange Act and the NASDAQ rules require us to have

an audit committee composed entirely of independent directors.

Our board of directors has determined that each of Virginie Costa, Elizabeth Muñoz-Guzman and Ronald E.

Blaylock meet the definition of

independent director for purposes of serving on an audit committee under Rule 10A-3 and the NASDAQ rules.

In addition, our board of directors has determined that Virginie Costa

qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K.

Our board of directors has adopted a written charter for the audit

committee, which is available on our principal corporate website at www.advantagesolutions.net .

Compensation Committee

Our compensation committee is responsible for, among other matters:

reviewing and approving the corporate goals and objectives with respect to compensation of our Chief Executive

evaluating the Chief Executive Officers performance with respect to such approved corporate goals and

objectives, and, based upon this evaluation (either alone or, if directed by the Board, in conjunction with a majority of the independent directors on the Board) setting the Chief Executive Officers compensation;

reviewing and setting or making recommendations to the Board with respect to compensation of our other executive

reviewing and making recommendations to the Board with respect to director compensation;

appointing and overseeing any compensation consultants.

Our compensation committee consists of Beverly Chase, Cameron Breitner, Timothy Flynn and Brian K.

Ratzan, with Ms.

Chase chairing this

Our board of directors has adopted a written charter for the compensation committee, which is available on our principal corporate website at www.advantagesolutions.net .

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other matters:

identifying individuals qualified to become members of our board of directors, consistent with criteria approved

by our board of directors;

developing and recommending to our board of directors a set of corporate governance guidelines and principles.

Our nominating and corporate governance committee consists of Cameron Breitner, Jonathan D.

Sokoloff, Ryan Cotton and

West, with Mr.

Breitner chairing this committee.

Our board of directors has adopted a written charter for the nominating and corporate governance committee, which is available on our principal corporate website

at www.advantagesolutions.net .

Risk Oversight

Our board of directors is responsible for overseeing our risk management process.

Our board of directors focuses on our general risk management

strategy and the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management.

Our board of directors is apprised of particular risk management matters in connection with its general oversight and

approval of corporate matters and significant transactions.

As discussed under Executive Compensation Compensation Discussion and Analysis, the Compensation Committee of the Board of Directors of Topco (the Topco Compensation

Committee) has historically overseen our compensation risk-profile;

however, upon the closing of the Transactions, the Company Compensation Committee assumed this responsibility.

Compensation Committee Interlocks and Insider Participation

The current members of our compensation committee are Beverly Chase, Cameron Breitner, Timothy Flynn and Brian K.

Ratzan, all of whom are

independent directors within the meaning of the NASDAQ Listing Rules and, other than Mr.

Ratzan, who was an executive officer of the Company prior to the Closing, are not employees or former employees of the Company.

executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, of which any such entitys executive officers served as a member of our board of directors,

the compensation committee of our board of directors or the Topco Compensation Committee.

Domier served as a member of the Topco Compensation Committee during the year ended December 31, 2020.

Code of Ethics

adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions.

A copy of that code is available on our principal corporate website

at www.advantagesolutions.net .

Executive Compensation.

Discussion and Analysis

June 2019, our sponsor transferred 25,000 founder shares to each of Ms.

Rosenfeld and Messrs.

Klein, Blaylock and Schena.

of our officers or directors has received any cash compensation for services rendered to us.

Commencing on the date our securities

were first listed on the NASDAQ, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space,

utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation,

we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid

to our sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection

with the completion of our initial business combination.

However, these individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor,

officers or directors, or our or their affiliates.

the completion of our initial business combination, directors or members of our management team who remain with us may be paid

consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent

then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed

business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to

our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed

business combination, because the directors of the post-combination business will be responsible for determining officer and director

Compensation Discussion and Analysis

This section discusses the principles underlying the material components of our 2020 executive compensation program and the factors relevant

to an analysis of these policies and decisions.

Our executive officers who are named in the Summary Compensation Table below (our Named Executive Officers) were our only executive officers during 2020.

Executive Officers for 2020 consist of the following persons:

Tanya Domier, who serves as Chief Executive Officer and is our principal executive officer;

Brian Stevens, who serves as Chief Financial Officer and Chief Operating Officer and is our principal financial

Jill Griffin, who serves as President and Chief Commercial Officer.

Compensation Philosophy and Objectives

We operate in a competitive marketplace for attracting and retaining experienced and skilled executives.

To meet this challenge, we strive to

create a compensation program that rewards profitable company growth and

differentiates pay based on business unit, division and individual contributions.

The principles and objectives of our compensation and benefits programs for our executive officers are to:

encourage highly talented executives to come, stay, grow and lead, enabling us to be an employer of choice in our

differentiate pay for superior performers to recognize and reward individual contributions to our success;

focus leadership on our long-term strategies and value creation by providing a substantial percentage of

compensation weighted towards equity incentives that are subject to certain performance conditions and vesting requirements;

ensure that our total compensation is fair, reasonable and competitive relative to the various industries in

which we compete for talent.

Determination of Compensation

The current compensation levels of our Named Executive Officers primarily reflect the roles and responsibilities of each individual, as well as

the length of time each individual has been an executive officer with the Company (and Advantage before that).

Further, they reflect our understanding of the competitive market, our recruiting and retention goals, individual performance, value to

the Company, and other factors including, our view of internal equity and consistency.

Prior to the consummation of the Transactions, our

Chief Executive Officer had been responsible for establishing compensation arrangements with our executives, except with respect to her own compensation, subject to the oversight and final approval of the Topco Compensation Committee.

Compensation Committee was responsible for overseeing our long-term equity incentive compensation program and approving the ongoing compensation arrangements for our Chief Executive Officer and other executives, including our Named Executive

Following the consummation of the Transactions, the Compensation Committee of the Board of Directors of the Company (the Company Compensation Committee) has responsibility for overseeing our executive compensation and equity

compensation programs.

Given that the Transactions were consummated late in 2020, this Compensation Discussion and Analysis discusses compensation that was largely determined by the Topco Compensation Committee.

During 2020, the Topco Compensation Committee was comprised of Cameron Breitner, Timothy Flynn, Ryan Cotton and Tanya Domier.

Upon completion

of the Transactions, the board of directors of Advantage Solutions Inc.

formed its own compensation committee (the Company Compensation Committee).

See ManagementCorporate GovernanceBoard CommitteesCompensation

Compensation arrangements with our Named Executive Officers have been determined in

arms-length negotiations with each individual executive.

No member of management, including our Chief Executive Officer, has a role in determining his or her own compensation.

The focus of these

arrangements has been to recruit skilled individuals to help us achieve our financial goals, as well as to maintain the level of talent and experience needed to further grow our business.

We design the components of our executive compensation program to fulfill one or more of the principles and objectives described above.

Compensation of our Named Executive Officers consists of the following elements:

annual performance-based non-equity incentive compensation;

long-term equity incentive compensation;

certain severance benefits;

a 401(k) retirement savings plan;

health and welfare benefits and certain limited perquisites and other personal benefits.

In 2020, we also utilized cash retention arrangements and discretionary cash payments associated with the completion of the Transactions.

Occasionally, we have also utilized discretionary cash payments.

We did so in 2020 in the form of cash retention arrangements and discretionary cash bonuses associated with the completion of the Transactions.

We offer cash compensation in the form of base salaries and annual performance-based incentive awards that we believe appropriately reward our

Named Executive Officers for their individual contributions to our business.

When making performance-based cash incentive compensation decisions, the Topco Compensation Committee has historically considered our financial and operational performance

as well as each Named Executive Officers individual contribution during the year.

Annual incentives for 2020 were put in place by the Topco Compensation Committee and determined by the Company Compensation Committee to reflect the

Companys significant evolution during 2020, Company performance, as well as the challenges arising due to the COVID-19 pandemic.

Prior to the Transactions, our executive compensation program included equity awards for restricted equity interests in Topco.

2021, our executive compensation program includes equity awards for equity interests in the Company granted under the Companys 2020 Incentive Award Plan.

Consistent with our compensation philosophy, we have emphasized the use of equity to

incent our Named Executive Officers to focus on the growth of our overall enterprise value and, correspondingly, the creation of value for our equity holders.

We consider equity-based compensation a significant motivator in encouraging executives to

come, stay, grow and lead.

Executive Compensation Program Components

The following describes the primary components of our executive compensation program for each of our Named Executive Officers, the rationale

for that component, and how compensation amounts are determined.

Our Named Executive Officers initial annual base salaries were established through

arms-length negotiation at the time the individual was hired or promoted into their current role, taking into account his or her qualifications, experience and prior salary level.

Thereafter, the base

salaries of our Named Executive Officers (except for our Chief Executive Officer), were reviewed periodically by our Chief Executive Officer and the Topco Compensation Committee, and adjustments were made as deemed appropriate.

Following the

consummation of the Transactions, the Company Compensation Committee will determine executive officer base salaries on a going forward basis.

Effective as of January 1, 2020, Ms.

Domiers annual base salary was increased from $850,000 to $1,000,000, and there were no

increases to the annual base salaries of Mr.

Stevens and Ms.

As of the end of 2020, our Named Executive Officers were entitled to the following annual base salaries:

Named Executive Officer

Annual Base Salary

Brian Stevens

Domier advised the Company Compensation Committee that it would best serve the Company for her not to

receive her full salary in 2020, and the Company Compensation Committee determined with the

support of Ms.

Domier to reduce her base salary for 2020 by $500,000 that would otherwise have been payable under her employment agreement.

As a result, the base salary Ms.

Domier received

from the Company, and reported in the Summary Compensation Table, for 2020 is $500,000.

This will not impact Ms.

Domiers 2021 base salary.

Annual Performance-Based Non-Equity Incentive Compensation

Historically, we have used performance-based non-equity incentive compensation, which we call our

annual incentive, to motivate our Named Executive Officers to achieve our strategic annual financial objectives while making progress towards our longer-term growth and other goals.

In setting annual incentive metrics for 2020, our Chief Executive Officer and the Topco Compensation Committee considered the level of the

Companys projected performance relative to our annual financial results.

We also considered performance and strategic achievements by individual executives.

The portion of the annual incentive that each Named Executive Officer was eligible to

receive was based upon the attainment of performance objectives related to Adjusted EBITDA as further adjusted to exclude expenses for the annual incentive for our associates, certain executive severance, certain recruiting fees and expenses

associated with new platform launches and our annual executive leadership meeting.

The Topco Compensation Committee established and

approved Level 1, Level 2 and Level 3 achievement levels for financial performance metrics.

To the extent that performance was below the Level 1 performance level, there would be no payment, and the potential payment is capped at

the Level 3 performance level.

To the extent achievement falls between different levels, the payment percentage would have been pro-rated.

The pre-established performance levels for the Performance Adjusted EBITDA metric, as well as the

potential maximum payout, were as follows for each of Ms.

Stevens and Ms.

Performance Level

Annual Incentive Maximum Opportunity

(as a % of annual base salary)

Below Level 1

In early 2021, the Company Compensation Committee determined that our financial performance for 2020 exceeded

Level 3 for each of Named Executive Officers and based on that financial performance as well as the individual performance of each of them, approved the payment of 150% of annual base salary to each of them.

The annual cash incentives paid to

our Named Executive Officers for 2020 are set forth in the Summary Compensation Table below.

Long-Term Equity Incentive

Topco Equity Awards

Historically, our Named Executive Officers have been granted equity interests in Topco.

These equity interests allowed our Named Executive

Officers to share in the future appreciation of Topcos equity value, subject to certain vesting conditions including continued employment and achievement of specified targets substantially similar to Adjusted EBITDA, as described above.

awards are also designed to foster a long-term commitment to us by our Named Executive Officers, balance to the short-term cash components of our compensation program, align a significant portion of our Named Executive Officers compensation to

the interests of our principal equity holders, promote retention and reinforce our pay-for-performance philosophy.

The equity interests were granted pursuant to the limited partnership agreement of Topco in

the form of profits interests, called Common Series C Units. Common Series C Units represent an ownership interest in Topco, providing the holder with the opportunity to receive, upon certain vesting events described below, a return

based on the appreciation of Topcos equity value from the date of grant.

These Common Series C Units were issued as an upfront grant designed to provide a long-term incentive.

The awards were structured so that if Topcos equity value

were to appreciate, the Named Executive Officer would share in the growth in value from the date of grant solely with respect to the vested portion of the Named Executive Officers Common Series C Units.

Certain of the Common Series C Units

have been designated as Common Series C-2 Units, which allow holders, including Mr.

Stevens and Ms.

Griffin, to receive priority catch up distributions up to total aggregate distributions

to all C-2 Unit holders of $35.0 million, subject to certain reductions.

If Topcos equity were not to appreciate in value or decrease in value in the future, then the Common Series C Units would

have no value.

These equity awards also functioned as a retention device by including, in certain cases, both a time-vesting portion

(vesting ratably over a four-year period, commencing on December 31 of the year of grant) and a performance vesting portion (the 20% IRR Vesting Units).

All time-vesting conditions of Topco equity awards granted to the Named

Executive Officers have been achieved as of December 31, 2020.

The 20% IRR Vesting Units vest upon the earlier to occur of:

(i) a sale of (a) greater than 50% of the outstanding equity units of Topco held by the equity funds

affiliated with or advised by each of CVC Capital Partners, and Leonard Green & Partners (an Approved Partnership Sale), or (b) substantially all of the assets of Topco and its subsidiaries, in each case that is approved by

Topcos board of directors, or (ii) a public offering, provided that, at the time of such event, the pre-tax internal rate of return to the Common Series A Limited Partners is at least 20% compounded

annually with respect to the Common Series A Units held by them, based on cash proceeds received or, in respect of a sale of Topco or a sale of substantially all of its assets, available to be received by them pursuant to the definitive agreement

relating thereto, and after giving effect to the vesting of the Common Series C Units in accordance with the terms of any Restricted Unit Agreement and the vesting of the Common Series D Units.

The date and percentage of vesting described in clause

(ii) of the prior sentence may be staggered over a two-year period depending on the event and timing of the achievement of the pre-tax internal rate of return to

the Common Series A Limited Partners, and the 20% IRR Vesting Units shall not vest at or following the end of such two-year period if the vesting criteria are not met.

These 20% IRR Vesting Units are subject

to forfeiture upon an Approved Partnership Sale the pre-tax internal rate of return to the Common Series A Limited Partners is less than 20% compounded annually with respect to the Common Series A Units held

2020 Topco Equity Award Decisions

Domier nor Mr.

Stevens were granted Topco equity awards in 2020.

Griffin was granted an equity award of 2,500

Common Series C-2 Units, which consistent with the terms of all Common Series C-2 Units were vested as of grant, subject to forfeiture upon certain events, including (i) certain terminations of

Griffins employment with us or (ii) the equity funds associated with or advised by CVC Capital Partners and Leonard Green & Partners do not receive certain threshold returns on their capital contributions.

This award is

reflected in the Summary Compensation Table below.

Advantage Solutions Inc.

2020 Incentive Award Plan and ESPP

In connection with the Transaction, we adopted the Advantage Solutions Inc.

2020 Incentive Award Plan (the 2020 Plan) in order to

facilitate the grant of cash and equity incentives to our directors, employees (including the Named Executive Officers) and consultants and to enable us to obtain and retain services of these individuals, which is essential to our long-term success.

The 2020 Plan became effective upon the approval thereof by our stockholders.

We intend to utilize the Incentive Plan to grant equity awards to our Named Executive Officers going forward, and made grants under this plan in January 2021, as described

further below.

In addition, in connection with the Transactions, we adopted the Advantage Solutions Inc.

2020 Employee Stock Purchase

Plan (the 2020 ESPP), which is designed to allow our eligible employees to purchase shares of

our common stock, at semi-annual intervals, with their accumulated payroll deductions and to enable us to obtain and retain services of these employees, which is essential to our long-term

The 2020 ESPP became effective upon the approval thereof by our stockholders.

Compensation Related to the Transactions

The Topco Compensation Committee, excluding Ms.

Domier, determined that the following payments, including the acceleration of

existing payments obligations described below, were in the best interest of our company because, among other things, (i) it was deemed appropriate to reward key management for their work and contributions over the last six years with a cash

payment at the closing of the Transactions for their cumulative performance and efforts, (ii) management made significant direct financial investments into Topco in connection with the 2014 Topco Acquisition, (iii) management elected to

forego significant proceeds that it would have been entitled to receive upon the closing of the 2014 Topco Acquisition, and instead those proceeds were invested in the business to incentivize and retain strong

mid-level executives through a retention program, and (iv) management did not participate in any pensions or other long-term cash incentive plans.

Management Incentive Plan

On August 29, 2019, we adopted the Advantage Solutions Inc.

Management Incentive Plan ( MIP ).

The MIP was intended to

encourage and reinforce the continued attention and dedication of certain senior managers and other key employees, including Mr.

Stevens and Ms.

Griffin, by providing cash-compensation opportunities in the form of Retention Incentive

Payments and Minimum Guaranteed Annual Incentive Payments.

Stevens and Ms.

Griffin were each entitled to

Retention Incentive Payments under the MIP in the amount of $3,000,000, subject to reduction based on amounts received associated with his or her Common Series C Units and Common Series C-2 Units of

Topco (or converted public stock equivalents, as applicable) and their continued employment through March 31, 2022;

provided that, to the extent that eithers employment was terminated by the Company without Cause or by the executive with

Good Reason (as defined in their respective MIP award agreements) prior to March 31, 2022, the terminated executive would nevertheless be entitled to receive his or her Retention Incentive Payment subject to the execution of a general release.

In connection with the Transactions, the Retention Incentive Payment payable to each of Mr.

Stevens and Ms.

Griffin was accelerated and paid in the fourth quarter of 2020.

Each Retention Incentive Payment is set forth in the Summary

Compensation Table below.

Stevens and Ms.

Griffin were each entitled to Minimum Guaranteed Annual Incentive Payments

under the MIP in the amount of $420,000 for each of 2019 and 2020.

In connection with the Transactions, the Minimum Guaranteed Annual Incentive Payments for 2020 payable to each of Mr.

Stevens and Ms.

Griffin was cancelled in connection

with the acceleration of the Retention Incentive Payment.

Transaction Bonuses and Anniversary Payments

In recognition of their efforts in connection with the Transactions, we granted transaction bonuses to certain employees, including a

$2,000,000 transaction bonus to each of Mr.

Stevens and Ms.

In addition, in 2020, Ms.

Domiers employment agreement was amended to provide, effective as of January 1, 2020, for three anniversary payments of

$4,000,000 each, to be paid on or about July 31, 2020 (representing Ms.

Domiers completion of 30 years of service with the Company), July 31, 2021 (representing Ms.

Domiers completion of 31 years of service with the

Company), and July 31, 2022 (representing Ms.

Domiers completion of 32 years of service with the Company), subject in each case to her continued employment as the Companys Chief Executive Officer through each scheduled payment

In connection with the completion of the Transactions, Ms.

Domiers 2021 and 2022 anniversary payments were accelerated and paid shortly following the completion of the Transactions in the fourth quarter of 2020.

The transaction

bonuses and anniversary payments are set forth in the Summary Compensation Table below.

Retirement Savings

We have established 401(k) retirement savings plans for our associates, including the Named Executive Officers, who satisfy certain eligibility

requirements.

Our Named Executive Officers are eligible to participate on the same terms as all of our associates.

Under the 401(k) plans, eligible associates may elect to reduce their current compensation by up to the prescribed annual limit and

contribute these amounts to the 401(k) plan.

Subject to eligibility limits, we provide a matching contribution of up to 50% of the first 6% of salaries contributed by participating associates.

Other Benefits and Perquisites

Additional benefits received by our Named Executive Officers include certain benefits provided to our associates generally, including medical,

dental and vision benefits, flexible spending and/or health care saving accounts, basic and voluntary life and accidental death and dismemberment insurance, short-term and long-term disability insurance, critical illness and accident insurance, as

well as certain benefits provided only to certain members of management, including executive health care insurance premiums, supplemental disability insurance, monthly car allowances, financial counseling and club memberships.

Currently, as well as

in the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual executive officer in the performance of his or her duties, to make our executive

officers more efficient and effective, and for recruitment, motivation or retention purposes.

All future practices with respect to perquisites or other personal benefits for our Named Executive Officers will be approved and subject to periodic

review by the Company Compensation Committee.

We do not expect these perquisites and personal benefits to be a significant component of our compensation program.

Severance Benefits

We have entered into employment agreements with our Named Executive Officers, the material elements of which with respect to severance benefits

are summarized below under Potential Payments Upon Termination or Change in Control.

Significant Developments in our Executive

Compensation Program in 2021

On January 4, 2021, the Company Compensation Committee recommended to the Board, and on

January 5, 2021 the Board approved, the grant of performance restricted stock units with respect to our Class A common stock (PSUs) to Ms.

Domier under the 2020 Plan.

On January 4, 2021, the Committee approved grants

of PSUs to Mr.

Stevens and Ms.

Griffin under the 2020 Plan.

The PSUs are the first grants made to our Named Executive Officers under the 2020 Plan and are a component of their annual compensation for 2021.

The PSUs are with respect to the

following target number of shares:

and 300,000 (Ms.

Subject to the achievement of certain target performance conditions based on the Companys Adjusted EBITDA (65% of the

award) and Revenues (35% of the award), in each case for 2021, and the recipients continued service to the Company, the PSUs are scheduled to vest over a three-year period from the date of grant and may vest from 0% to 150% of the target

number of shares.

Any shares that may be earned in excess of 100% based on performance above the targets are scheduled to vest on the third anniversary of the Grant Date, subject to the maintenance of the above target performance.

For purposes of the PSUs, Adjusted EBITDA means, for any particular period, the Adjusted EBITDA as set forth in the Companys publicly

filed SEC documents for such particular period, as adjusted by the Impact of Acquisitions, and as equitably adjusted by the 2020 Plan administrator, and Revenues means, for any particular period, the Companys revenues calculated in accordance

with the Companys historical practices as mandated by U.S.

generally accepted accounting principles, as adjusted by the Impact of Acquisitions.

Impact of Acquisitions means eliminating the impact of any acquisition that closed on or after

March 1, 2020 except for the difference (positive or negative) between (i) the Adjusted EBITDA and Revenues related to such acquisition for the particular period, and (ii) the Adjusted EBITDA and Revenues, respectively, for such

acquisition during the

corresponding period in the calendar year prior to such acquisition, as such Adjusted EBITDA and Revenues shall be equitably determined and adjusted by the 2020 Plan administrator at the time of

such acquisition.

On January 4, 2021, the Committee also approved a grant of restricted stock units with respect to our Class A

common stock (RSUs) to Ms.

Griffin with respect to 125,000 shares.

Subject to Ms.

Griffins continued service to the Company, the RSUs are scheduled to vest 50% on each of January 4, 2022 and 2023.

These awards will be reported in the Summary Compensation Table for 2021 and are not reflected in Summary Compensation Table below.

Compensation Consultant

2017 to 2020, the Topco Compensation Committee engaged Semler Brossy Consulting Group, LLC, or Semler Brossy, an independent national compensation consulting firm, to provide executive compensation advisory services, help evaluate our compensation

philosophy and objectives, and provide guidance in administering our compensation program.

The Topco Compensation Committee directed Semler Brossy to prepare a competitive market analysis of our executive compensation program to assist it in

determining the appropriate level of overall compensation, as well as assess each separate component of compensation, with the goal of understanding the competitiveness of the compensation we offer to our executive officers, including our Named

Executive Officers.

Semler Brossy served at the discretion of the Topco Compensation Committee and, except for services to the Topco Compensation Committee, did not provide any other services to us in 2020.

The Company Compensation Committee is authorized to retain the services of one or more executive compensation advisors, in its discretion, to

assist with the establishment and review of our compensation programs and related policies.

Prior to the completion of the Transactions, Conyers Park had engaged Mercer to provide certain consultancy services, including due diligence services

associated with their assessment of Advantage Solutions Inc.

and its business.

Prior to the completion of the Transactions, Mercer also began working with Conyers Park and the Topco Compensation Committee to provide compensation consulting services

as they considered executive compensation arrangements assuming the completion of the Transactions.

Following the completion of the Transactions, the Company Compensation Committee began working directly with Mercer as it developed the new equity

arrangements to incentivize, retain and attract executive management during the important initial years after the closing of the Transactions.

Advantage had also previously engaged Mercer for certain benefit advisory services.

The Advantage and

Conyers Park engagements of Mercer for these additional services pre-date the formation of the Company Compensation Committee, and the Company Compensation Committee did not approve such engagement though they

were aware of such engagements.

The aggregate fees paid to Mercer by the Company for services provided to the Topco Compensation Committee and the Company Compensation Committee in 2020 with regard to determining or recommending the amount or form

of executive and director compensation were less than $0.1 million, and the aggregate fees paid to Mercer by Conyers Park and Advantage in 2020 for services other than those provided to the Company Compensation Committee were $1.3 million.

The Company Compensation Committee considered Mercers independence in light of applicable SEC rules and exchange listing standards and determined that Mercers work did not raise any conflicts of interest that would prevent it from

serving as an independent compensation consultant to the Company Compensation Committee.

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code (the Code) generally limits, for U.S.

corporate income tax purposes, the annual

tax deductibility of compensation paid to certain current and former executive officers to $1 million.

Although the Company believes that tax deductibility of executive compensation is an important consideration, the Company Compensation

Committee in its judgement has authorized, and may in the future authorize, compensation payments that are not fully tax deductible or modify compensation programs and practices without regard for tax deductibility when it believes that such

compensation is appropriate.

Section 280G of the Code disallows a tax deduction with respect to excess parachute

payments to certain executives of companies that undergo a change in control.

In addition, Section 4999 of the Code imposes a 20% excise tax on the individual receiving the excess payment.

Parachute payments are compensation that is linked to

or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including stock options and other

equity-based compensation.

Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G based on the executives prior compensation.

In approving the compensation arrangements for our Named

Executive Officers in the future, we anticipate that the Company Compensation Committee will consider all elements of the cost to us of providing such compensation, including the potential impact of Section 280G.

However, the Company

Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G and the imposition of excise taxes under Section 4999 when it believes that such arrangements

are appropriate to attract and retain executive talent.

We do not provide for excise tax gross-ups to our executives and the employment agreements for each of Mr.

Stevens and Ms.

Griffin provide for

a potential reduction in excess parachute payments as described below under Potential Payments Upon Termination or Change in Control.

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, for our stock-based compensation

ASC 718 requires companies to calculate the grant date fair value of their stock-based awards using a variety of assumptions.

ASC 718 also requires companies to recognize the compensation cost of their stock-based awards in their

income statements over the period that an associate is required to render service in exchange for the award.

Grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will

be accounted for under ASC 718.

We anticipate that the Company Compensation Committee will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity

incentive award plans and programs.

As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Compensation-Related Risk

Historically, the Topco Compensation Committee has been responsible for oversight of our compensation-related risk profile.

Since completion of

the Transactions, the Company Compensation Committee has and will continue to monitor our compensation policies and practices as applied to our employees, including our Named Executive Officers, to ensure that these policies and practices do not

encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.

Given the nature of our business, and the material risks we face, we believe that

our compensation plans, policies and programs are not reasonably likely to give rise to risk that would have a material adverse effect on our business.

Anti-Hedging Policy

We do not yet

have any formal practices or policies regarding the ability of our employees, officers and directors to engage in hedging transactions relating to our stock.

Compensation Committee Report

The following Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any

filing under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates such information by reference.

Compensation Committee of the Board of Directors of Advantage Solutions Inc.

has reviewed and discussed with the Companys management the Compensation Discussion and Analysis (CD&A) included in this Annual Report.

Based on this

review and these discussions, the Compensation Committee has recommended to the Advantage Solutions Inc.

Board of Directors that the CD&A be included in this Annual Report on Form 10-K.

Members of the Compensation Committee

Beverly Chase, Chair

Cameron Breitner

Timothy Flynn

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended December 31,

2020, 2019, and 2018.

Name and Principal Position

Incentive Plan

Compensation (4)

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination,

either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on

our board of directors.

do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation

of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment

or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment

or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or

selecting a target business but we do not believe that the ability of our management to remain with us after the consummation

of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth information regarding the beneficial ownership of our common stock as of March 30, 2020 based

on information obtained from the persons named below, with respect to the beneficial ownership of shares of our common stock,

person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

of our executive officers and directors that beneficially owns shares of our common stock;

our executive officers and directors as a group.

the table below, percentage ownership is based on 45,000,000 shares of our Class A Common Stock (which includes Class A

Common Stock that are underlying the Company’s Units) and 11,250,000 shares of our Class B Common Stock outstanding as

of March 30, 2020.

Voting power represents the combined voting power of Class A Common Stock and Class B Common Stock owned

beneficially by such person.

On all matters to be voted upon, the holders of the Class A Common Stock and the Class B Common

Stock vote together as a single class, except as required by law or stock exchange rule;

provided that only holders of shares

of Class B Common Stock have the right to vote on the election of the Company’s directors prior to the initial business

Currently, all of the shares of Class B Common Stock are convertible into shares of Class A Common Stock on a

one-for-one basis.

The table below does not include the shares of Class A Common Stock underlying the private placement

warrants held or to be held by our officers or sponsor because these securities are not exercisable within 60 days of this

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all

shares of common stock beneficially owned by them.

Name of Beneficial Owners (1)

Class B Common Stock

Number of Shares Beneficially Owned

Class B Common Stock

Approximate Percentage of Class

Class A Common Stock Number of Shares Beneficially Owned

Class A Common Stock Approximate Percentage of Class

Approximate Percentage of Voting Control

Rowe Price Associates, Inc.

Manulife Asset Management Limited (3)

Woodson Capital Management, LP (4)

Alyeska Investment Group, L.P.

Governors Land Master Fund LP (6)

Chief Executive Officer

Brian Stevens

Chief Financial Officer

and Chief Operating

President and Chief

Commercial Officer

Domier advised the Company Compensation Committee that it would best serve the Company for her not to

receive her full salary in 2020, and the Company Compensation Committee determined with the support of Ms.

Domier to reduce her base salary for 2020 by $500,000 that would otherwise have been payable under her employment agreement.

Domier, this represents the scheduled and accelerated anniversary bonus payments paid in 2020.

Stevens and Ms.

Griffin, this represents the accelerated Retention Incentive Payment under the MIP in the amount of $3,000,000 and a transaction bonus of $2,000,000, both paid in 2020.

Griffin received a grant of Topco Common Series C-2

Units under the limited partnership agreement of Topco.

There is no public market for the Common Series C-2 Units.

For purposes of this disclosure, we have valued the Common Series C-2 Units using a third-party valuation on a per-unit basis of the profits interests as of the grant date, with respect to 2,500 Units granted with immediate vesting on

May 6, 2020 and reflects the intrinsic value of the profits interests as of the applicable vesting date.

Amounts in this column include the following for the year ended December 31, 2020:

Brian Stevens

Grants of Plan-Based Awards in 2020

The following table sets forth information regarding grants of plan-based awards made to the Named Executive Officers during the year ended

December 31, 2020.

All Other Stock Awards:

Estimated Future Payouts Under

Non-Equity Incentive Plan

Threshold ($)

Brian Stevens

Threshold, target and maximum payouts represent Level 1, Level 2 and Level 3 performance levels,

respectively, regarding our annual incentive as discussed above.

Griffin received a grant of Topco Common Series C-2 Units

under the limited partnership agreement of Topco.

There is no public market for the Common Series C-2 Units.

For purposes of this disclosure, we have valued the Common Series

C-2 Units using a third-party valuation on a per-unit basis of the profits interests as of the grant date, with respect to 2,500 Units granted with immediate vesting on

May 6, 2020 and reflects the intrinsic value of the profits interests as of the applicable vesting date.

Such units were transferred to a trust for estate planning purposes on August 28, 2020.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

We are party to employment agreements with each of our Named Executive Officers.

The material elements of these employment agreements are

summarized below.

Domier serves as our Chief Executive Officer and is party to an employment agreement with our primary operating company, Advantage

Sales & Marketing LLC.

Pursuant to her employment agreement, in 2020, Ms.

Domier was eligible to receive an annual base salary of $1,000,000 and an annual incentive equal to up to 150% of her annual base salary.

Further, she was

eligible to participate in the Companys standard benefits plans, as well as our executive health care reimbursement program, executive long-term disability plan and other benefit programs offered to executives and an automobile allowance.

In February 2020, the Topco Compensation Committee, excluding Ms.

Domier and with the advice of Semler Brossy, approved an amendment to

Domiers employment agreement to provide, effective as of January 1, 2020, for the base salary and annual incentive described above and to provide for three anniversary payments of $4,000,000 each, to be paid on or about

July 31, 2020 (representing Ms.

Domiers completion of 30 years of service with the Company), July 31, 2021 (representing Ms.

Domiers completion of 31 years of service with the Company), and July 31, 2022

(representing Ms.

Domiers completion of 32 years of service with the Company), subject in each case to her continued employment as the Companys Chief Executive Officer through each scheduled payment date.

In connection with the

completion of the Transactions, the 2021 and 2022 anniversary payments were accelerated and paid shortly following the completion of the Transactions in the fourth quarter of 2020.

Domier advised the Company Compensation Committee that it

would best serve the Company for her not to receive her full salary in 2020, and the Company Compensation Committee determined with the support of Ms.

Domier to reduce her base salary for 2020 by $500,000 that would otherwise have been payable

under her employment agreement.

Domiers employment agreement provides for certain payments upon a qualifying

termination, as well as post-employment restrictive covenants.

The material elements of these provisions are described below under Potential Payments Upon Termination or Change in Control.

Brian Stevens and Jill Griffin

Stevens serves as our Chief Financial Officer and Chief Operating Officer and Ms.

Griffin serves as our President and Chief

Commercial Officer.

Each is a party to an employment agreement with our primary operating company, Advantage Sales & Marketing LLC.

Pursuant to these employment agreements, each of Mr.

Stevens and Ms.

Griffin is eligible to

receive an annual base salary of at least $600,000, subject to reduction in the event the Companys EBITDA is below $350 million.

They are each also eligible to receive an annual incentive of up to 150% of his or her respective annual base

Stevens and Ms.

Griffin are also eligible to participate in the Companys standard benefits plans, as well as our executive health care reimbursement program, executive long-term disability plan and other benefit programs

offered to executives and an automobile allowance.

Stevens and Ms.

Griffins employment agreements provide for certain

payments upon a qualifying termination, as well as post-employment restrictive covenants.

The material elements of these provisions are described below under Potential Payments Upon Termination or Change in Control.

Outstanding Equity Awards at 2020 Year-End

The following table summarizes the number of unvested Common Series C Units of Topco held by the Named Executive Officers as of

December 31, 2020.

For information on all Units of Topco held by the Named Executive Officers, see Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersTopco .

Number of Units

That Have Not

Vested ($) (5)

December 23, 2014

11,663.500 (1)(2)

Brian Stevens

December 23, 2014

2,500.000 (1)(3)

December 23, 2014

875.000 (1)(3)

February 25, 2016

750.000 (1)(3)

February 15, 2017

31.250 (1)(4)

Reflects unvested 20% IRR Vesting Units.

The 20% IRR Vesting Units vest upon the earlier to occur of:

(i) an Approved Partnership Sale or a sale of substantially all of the assets of Topco and its subsidiaries, in each case that is approved by Topcos board of directors, or (ii) a public offering, provided that, at the time of such

event, or over a staggered two year period, the pre-tax internal rate of return to the Common Series A Limited Partners is at least 20% compounded annually with respect to the Common Series A Units held by

them, based on cash proceeds received or, in respect of a sale of Topco or a sale of substantially all of its assets, available to be received by them pursuant to the definitive agreement relating thereto, and after giving effect to the vesting of

the Common Series C Units in accordance with the terms of any Restricted Unit Agreement and the vesting of the Common Series D Units.

For further information, see Compensation Discussion and AnalysisExecutive Compensation Program

ComponentsLong-Term Equity Incentive CompensationTopco Equity Awards.

A total of 12,000 units were transferred to a trust for estate planning purposes on December 29, 2016 and

April 5, 2017.

Such units were transferred to a trust for estate planning purposes on December 27, 2016.

Such units were transferred to a trust for estate planning purposes on April 24, 2019.

There is no public market for the Common Series C Units.

For purposes of this disclosure, we have valued the

Common Series C Units using a third-party valuation on a per-unit basis as of December 31, 2020.

The amount reported above under the heading Market Value of Units That Have Not Vested reflects

the intrinsic value of the profits interests as of December 31, 2020.

Units Vested in 2020

The following table summarizes the Common Series C Units of Topco held by the Named Executive Officers that vested in 2020.

Domier nor Mr.

Stevens held Common Series C Units of Topco that vested in 2020.

Number of Units

That Vested (#) (2)

Value Realized on

Vesting ($) (1)

There is no public market for the Common Series C Units.

For purposes of this disclosure, we have valued the

Common Series C Units using a third-party valuation on a per-unit basis of the profits interests as of the grant date, with respect to 2,500 Common Series C-2 Units

granted with immediate vesting on May 6, 2020 and 23.437 Common Series C Units that vested on December 31, 2020.

The amount reported above under the heading Value Realized on Vesting reflects the intrinsic value of the

interests as of the applicable vesting date.

Griffin transferred such units to a trust for estate planning purposes on various dates in 2019 and

Potential Payments Upon Termination or Change in Control

As discussed above, we have entered into employment agreements with each of our Named Executive Officers that provide for certain payments

upon a qualifying termination of employment, which is defined to mean a termination of employment:

(1) by the Company other than for cause or by the Named Executive Officer for good reason (as such terms are defined in

the applicable employment agreement, a summary of which is provided below) or (2) due to the Named Executive Officers death or disability.

The following table summarizes the payments that would be made to our Named Executive Officers upon

the occurrence of a qualifying termination of employment, assuming that each Named Executive Officers termination of employment with us occurred on December 31, 2020.

Our employment agreements do not provide for additional payments upon a

change in control.

Amounts shown do not include (i) accrued but unpaid salary through the date of termination or (ii) vested benefits already earned or accrued by the Named Executive Officer prior to termination.

without Cause or

Termination due to

death or Disability (3)

Severance pay

Healthcare Benefits (1)

Brian Stevens

Severance pay

Healthcare Benefits (1)

Severance pay

Healthcare Benefits (1)

Reflects company portion of payments made during the severance period described below.

For termination due to

death or disability, healthcare benefits continue only for termination related to disability.

The amounts in this column are payable in connection with a termination without cause or for

good reason (other than good reason due to delivery by the Company of notice of non-renewal, in which case the severance amount would have been $1,000,000 for Ms.

Domier) whether

before or after a change in control.

Receipt of these payments and benefits is conditioned on the Named Executive Officers execution of a release in favor of the Company.

The amounts in this column are payable in connection with a termination due to death or Disability whether

before or after a change in control.

We are party to employment agreements with each of our Named Executive Officers that provide for

certain payments upon a qualifying termination, as well as post-employment restrictive covenants.

The material elements of these provisions are summarized below.

Domier would have received the following termination payments and benefits if we terminated her employment without cause

or if she terminated her employment with us for good reason pursuant to her employment agreement in effect as of December 31, 2020, in addition to compensation she would have earned as of the termination date and benefits generally

available to all salaried employees:

(1) continuing base salary payments for 24 months;

and (2) health insurance coverage on the same terms as active employees for 24 months, or if earlier, upon becoming covered by the health insurance

policy of a subsequent employer.

In addition, if Ms.

Domier were to experience a qualified termination after the end of a year and prior to payment of the annual incentive, she would be entitled to receive the annual incentive payment as

determined based on actual performance achievement and paid at the same time annual incentives are paid to other participants in the annual incentive program.

In the event of a termination of her employment due to her death or disability, or due to the Companys non-renewal of her employment agreement, Ms.

Domier would be entitled to 12 months of continuing base salary payments, and in the event of a termination of employment due to disability, health

insurance coverage on the same terms as active employees for 12 months, or if earlier, upon her becoming covered by the health insurance policy of a subsequent employer.

Under the terms of her employment agreement, Ms.

Domier has agreed not to disparage the Company during her employment term or for a

period of 24 months following the employment term.

Brian Stevens and Jill Griffin

Stevens and Ms.

Griffin would each have received the following termination payments and benefits if we terminated their

employment without cause or if they terminated their employment with us for good reason pursuant to their employment agreements in effect as of December 31, 2020, in addition to compensation they would have earned as of

the termination date and benefits generally available to all salaried employees:

(1) continuing base salary payments for 18 months;

and (2) health insurance coverage on the same terms as active employees for 18 months, or if earlier, upon

becoming covered by the health insurance policy of a subsequent employer.

In the event that any of these payments would become non-deductible to us under Section 280G of the Code or would subject the

Named Executive Officer to the excise tax under Section 4999 of the Code, amounts payable under the applicable employment agreement will be reduced to the level at which the excise tax will not apply, but only if such reduction would result in

a greater after-tax amount to the executive.

In addition, if Mr.

Stevens or Ms.

Griffin were to experience a qualified termination after the end of a year and prior to payment of the annual

incentive, he or she would be entitled to receive the annual incentive payment as determined based on actual performance achievement and paid at the same time annual incentives are paid to other participants in the annual incentive program.

In the event of a termination of employment due to death or disability, each of Mr.

Stevens and Ms.

Griffin would be

entitled to 12 months of continuing base salary payments, and in the event of a termination of employment due to disability, health insurance coverage on the same terms as active employees for 12 months, or if earlier, upon becoming covered by the

health insurance policy of a subsequent employer.

Under the terms of each of their employment agreements, Mr.

Griffin have agreed not to disparage the Company during their employment term or for a period of 24 months following the employment term.

Key Definitions

termination for cause for our Named Executive Officers will generally be triggered by one of the following:

(i) dishonesty or gross negligence in the performance of the Named Executive Officers duties that if curable is not

cured within 10 days of notice, (ii) for Ms.

Domier, failure to comply with a written directive from our board of directors and, for Mr.

Stevens and Ms.

Griffin, willful or continued failure to perform the Named

Executive Officers duties in each case, that if curable is not cured within 10 days of notice, (iii) for Ms.

Domier intentional misconduct which continues beyond 10 days after a

demand to cease such conduct, failure and, for Mr.

Stevens and Ms.

Griffin, intentional misconduct that if curable is not cured within 10 days of notice, (iv) conviction or nolo contendere or guilty plea to a crime that constitutes a

felony or a misdemeanor involving moral turpitude, (v) a material breach of the employment agreement or any restrictive covenant agreement that if curable is not cured within 10 days of notice;

(vi) a violation of any material written

policy of the Company, including those pertaining to harassment, discrimination, and drug and alcohol abuse that if curable is not cured within 10 days of notice or (vii) a confirmed positive illegal drug test.

A termination for good reason for our Named Executive Officers will generally be triggered by one of the following:

reduction in base salary (other than as specifically provided for in the employment agreement), (ii) the relocation of the Named Executive Officers principal place of employment to more than 50 miles from the current principal place of

employment, (iii) a material breach of the employment agreement by the Company, (iv) a diminution or other reduction in title or, for Mr.

Stevens and Ms.

Griffin, the requirement to report to anyone other than the CEO.

The Company may terminate a Named Executive Officers employment for disability if the Named Executive Officer is unable to

perform his or her duties for a period of 26 weeks within any 12-month period.

NON-EMPLOYEE DIRECTOR COMPENSATION

In 2020, we adopted a director compensation policy that provides

for annual cash retainers and equity awards as summarized below.

Our non-employee directors who are affiliated with Leonard Green & Partners, CVC Capital Partners and Bain Capital are not eligible for

director compensation.

Our non-employee directors that are affiliated with Centerview Capital/Conyers Park II Sponsor LLC are eligible for director compensation but have waived their rights to fees until the

first anniversary of the closing of the Transactions, and therefore did not receive compensation as directors in 2020.

Retainer Fees .

Our eligible non-employee directors receive an annual cash retainer fee of $100,000.

In addition, non-employee directors serving as a

chairperson of a committee of our Board receives the following annual retainer:

$20,000 (Audit);

$17,500 (Compensation);

and $17,500 (Nominating and Corporate Governance).

Equity Awards .

Each eligible non-employee director who serves on our Board as of

the date of any annual meeting of our stockholders and will continue to serve as a non-employee director immediately following such annual meeting will be granted, on the date of such annual meeting, an award

of restricted stock units that have an aggregate fair value on the date of grant of $175,000.

In addition, each non-employee director who is initially elected or appointed to our Board on any date other than

the date of an annual meeting will receive, on the date of such non-employee directors initial election or appointment, an award of restricted stock units that have an aggregate fair value equal to the

product of (i) $175,000 and (ii) a fraction, the numerator of which is (x) 365 minus (y) the number of days in the period beginning on the date of the annual meeting immediately preceding such

non-employee directors start date and ending on such non-employee directors start date and the denominator of which is 365.

Each equity award will vest on

the earlier of (x) the day immediately preceding the date of the first annual meeting following the date of grant and (y) the first anniversary of the date of grant, subject to the non-employee

director continuing in service on our board of directors through the applicable vesting date.

All of a non-employee directors equity awards will vest in full immediately prior to the occurrence of a

change in control.

Director Compensation for 2020

The following table sets forth information concerning the compensation of the Companys

non-employee directors who received compensation for 2020.

Fees Earned or Paid in

Compensation ($)

Virginie Costa

Elizabeth Munoz-Guzman

No equity awards were made to directors in 2020;

however, on January 5, 2021, the Board approved the grant

of RSUs to certain of its eligible non-employee directors (Ronald E.

Blaylock, Beverly Chase, Virginie Costa and Elizabeth Munoz-Guzman) with respect to 10,356 shares

The RSUs are scheduled to vest on the earlier of the one-year anniversary of the date of grant or the day immediately preceding the date of the first annual meeting of the Companys stockholders

occurring after the date of grant.

The number of RSUs granted was pro-rated for the period from the date of the completion of the Transactions to June 1, 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information known to the Company regarding the beneficial ownership of the Class A common stock as of

December 31, 2020, by:

each person who is known by the Company to be the beneficial owner of more than five percent (5%) of the

outstanding shares of the Class A common stock;

each Named Executive Officer and director of the Company;

all current executive officers and directors of the Company, as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a

security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

The beneficial ownership percentages set forth in the table below are based on 313,425,182 shares of Class A common stock issued and

outstanding as of December 31, 2020, after giving effect to the closing of the Merger and the transactions contemplated thereby, and do not take into account the 5,000,000 shares of Class A common stock subject to a market performance condition

and the issuance of any shares of Class A common stock upon the exercise of warrants to purchase up to shares of Class A common stock that remain outstanding.

Unless otherwise noted in the footnotes to the following table, and subject to applicable

community property laws, the persons and entities named in the table have sole voting and investment power with respect to their beneficially owned common stock and preferred stock.

Name and Address of Beneficial Owner (1)

Number of Shares of

Class A common stock

Directors and Named Executive Officers

Post-business combination:

Brian Stevens

Cameron Breitner

Virginie Costa

Elizabeth Muñoz-Guzman

All directors and executive officers post-business combination as a group

(15 individuals)

Five Percent Holders:

Karman Topco L.P.

Conyers Park II Sponsor LLC (4)

Irene Rosenfeld

Joseph Schena

All directors and executive officers as a group (7 individuals)

than 1 percent.

otherwise noted, the business address of each of the following entities or individuals is c/o Conyers Park Acquisition Corp.,

999 Vanderbilt Beach Road, Suite 601, Naples, FL 34108.

of December 31, 2019, as reported on Schedule 13G.

Rowe Price Associates, Inc.

(“Price Associates”) is an investment

adviser registered under the Investment Advisers Act of 1940, as amended.

Price Associates does not serve as custodian of the

assets of any of its clients;

accordingly, in each instance only the client or the client’s custodian or trustee bank has

the right to receive dividends paid with respect to, and proceeds from the sale of, such securities.

The ultimate power to direct

the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual

and institutional clients which Price Associates serves as investment adviser.

Any and all discretionary authority which has been

delegated to Price Associates may be revoked in whole or in part at any time.

With respect to securities owned by any one of the

registered investment companies sponsored by Price Associates which it also serves as investment adviser (“T.

Funds”), only the custodian for each of such Funds, has the right to receive dividends paid with respect to, and proceeds

from the sale of, such securities.

No other person is known to have such right, except that the shareholders of each such Fund

participate proportionately in any dividends and distributions so paid.

The business address of Price Associates is 100 E.

Street, Baltimore, MD 21202.

of December 31, 2019, as reported on Schedule 13G.

Manulife Investment Management Limited (“MIML”) has beneficial

ownership of 3,967,935 of Common Stock (including 792,067 shares issuable upon exercise of warrants).

Through its parent-subsidiary

relationship to MIML, Manulife Financial Corporation (“MFC”) may be deemed to have beneficial ownership of these same

MIML has sole power to vote or to direct the voting of the shares of the common stock beneficially owned by them.

business address of MFC and MFC’s indirect, wholly-owned subsidiary MIML is 200 Bloor Street East, Toronto, Ontario, Canada,

of December 31, 2019, as reported on Schedule 13G jointly filed by Woodson Capital Master Fund, LP (“Woodson Master”)

with respect to the Units held by it, Woodson Capital General Partner, LLC, the general partner of the Woodson funds, with respect

to the Units held by the Woodson funds, Woodson Capital Management, LP, the investment manager of the Woodson funds (the “Investment

Manager”), with respect to the Units held by the Woodson funds, Woodson Capital GP, LLC, the general partner of the Investment

Manager (the “Investment Manager General Partner”), with respect to the Units held by the Woodson funds, and James

Woodson Davis, the sole managing member of the Investment Manager General Partner (“Woodson”), with respect to the

Units held by the Woodson funds.

The address of the principal business office of Woodson Master is Maples Corporate Services Limited,

Ugland House Grand Cayman, KY1-1104 Cayman Islands.

The address of all other Reporting Persons is 101 Park Avenue, 48th Floor,

New York, New York, 10178.

of December 31, 2019, as reported on Schedule 13G filed by Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, which serves

as the General Partner and control person of Alyeska Master Fund, L.P., Alyeska Fund 2 GP, LLC, which serves as the General Partner

and control person of Alyeska Master Fund 2, L.P., and Anand Parekh, who is the Chief Executive Officer and control person of

Alyeska Investment Group, L.P.

The business address of Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, Alyeska Fund 2 GP,

LLC and Anand Parekh is 77 West Wacker Drive, 7th Floor, Chicago, IL 60601.

of December 31, 2019, as reported on Schedule 13G filed by (i) Governors Land Master Fund LP, (ii) Governors Lane LP, (iii)

Governors Lane Fund General Partner LLC and (iv) Isaac Corre.

Governors Lane LP serves as discretionary investment manager to

Governors Lane Master Fund LP and Governors Lane SIF LP.

Governors Lane Fund General Partner LLC is the general partner of Governors

Lane Master Fund LP and Governors Lane SIF LP.

Corre is the chief executive officer of Governors Lane LP and the managing

member of Governors Lane Fund General Partner LLC.

The business address of the Reporting Persons is 510 Madison Avenue, 11th Floor,

New York, NY 10022.

7,333,333 shares which may be purchased by exercising warrants that are not presently exercisable.

There are five managers of

our sponsor’s board of managers, including Kilts, West and Ratzan.

Each manager has one vote, and the approval of three

of the five members of the board of managers is required to approve an action of our sponsor.

Under the so-called “rule

of three”, if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals,

and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is

deemed a beneficial owner of the entity’s securities.

This is the situation with regard to our sponsor.

Less than 1%.

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Advantage

Solutions Inc., 18100 Von Karman Avenue, Suite 1000, Irvine, California 92612;

provided, however, that the business address of each of Messrs.

Kilts, West and Ratzan is c/o Conyers Park II Acquisition Corp.

999 Vanderbilt Breach Rd., Suite 601

Naples, Florida 34108.

Consists of shares of Class A common stock that were purchased in the PIPE Investment by Green Equity

Investors VI, L.P.

and Green Equity Investors Side VI, L.P.

(collectively, the Green Funds ), including shares of Class A common stock that such Persons purchased related to redemptions in connection with the business

Voting and investment power with respect to the shares held by the Green Funds is shared among such Persons.

Voting and investment power may also be deemed to be shared with certain affiliated entities and investors of such Persons, and

may be deemed to be shared with Karman Coinvest L.P.

( Karman Coinvest ) and Karman II Coinvest LP ( Karman II Coinvest ) since Karman Coinvest and Karman II Coinvest may be offered the right to acquire a portion of

the shares that was purchased in the PIPE Investment by the Green Funds.

Karman Coinvest is jointly controlled and managed by an affiliate of Leonard Green & Partners, L.P.

and an entity controlled by equity funds managed or advised by CVC

Capital Partners.

Sokoloff and Flynn may be deemed to share voting and investment power with respect to such shares due to their positions with affiliates of the Green Funds, and each disclaims beneficial ownership of such shares except to

the extent of his pecuniary interest therein.

Each of the foregoing entities and individuals address is Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

The board of directors of Topco, currently consisting of Cameron Breitner, Tanya Domier, Timothy Flynn,

Jonathan Sokoloff, Ryan Cotton and Tiffany Han, exercises voting and dispositive power with respect to these securities.

No person or entity has the right to appoint a majority of Topcos directors.

Excludes 5,000,000 shares of common stock

over which Topco did not have voting and investment power until such shares vested upon achievement of a market performance condition in January, 2021.

Includes 7,333,333 shares which may be purchased by exercising warrants that are exercisable.

There are five

managers of the CP Sponsors board of managers, including James M.

Kilts, David J.

West and Brian K.

Each manager has one vote, and the approval of three of the five members of the board of managers is required to approve

an action of the CP Sponsor.

Under the so-called rule of three, if voting and dispositive decisions regarding an entitys securities are made by three or more individuals, and a voting or

dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entitys securities.

This is the situation with regard to the CP Sponsor.

Based upon the foregoing

analysis, no individual manager of our sponsor exercises voting or dispositive control over any of the securities held by our

sponsor, even those in which he directly holds a pecuniary interest.

Accordingly, none of them will be deemed to have or share

beneficial ownership of such shares.

analysis, the CP Sponsor has determined that no individual manager of the CP Sponsor exercises voting or dispositive control over any of the securities held by the CP Sponsor, even those in which he directly holds a pecuniary interest.

none of them will be deemed to have or share beneficial ownership of such shares.

The following table sets forth information, as of December 31, 2020 regarding the beneficial ownership of the equity securities of Topco

each Named Executive Officer and director of the Company;

all executive officers and directors of the Company, as a group.

As of December 31, 2020, Topco had four classes of equity securities:

Common Series A Units, Common Series B Units, Common Series C

Units (including Common Series C-2 Units), and Common Series D Units.

For a description of the material differences between the classes of equity securities of Topco, see Certain Relationships and

Related Party TransactionsLimited Partnership Agreement and Topcos limited partnership agreement.

ownership of the Common Series A Units, Common Series B Units, Common Series C Units, Common Series C-2 Units and Common Series D Units of Topco in the table is based on 2,004,386.090 Common Series A

Units, 84,117.319 Common Series B Units, 204,300.717 Common Series C Units (including 32,275.000 Common Series C-2 Units) and 30,000.000 Common Series D Units of Topco issued and outstanding as of

December 31, 2020.

The amounts and percentages of units of Topco beneficially owned by each unitholder are

determined on the basis of rules issued by the SEC.

Under these rules, beneficial ownership includes any units as to which the individual or entity has sole or shared voting power or investment power and any units as to which the individual or

entity has the right to acquire beneficial ownership within 60 days of December 31, 2020.

In computing the number and percentage of units beneficially owned by an individual or entity, Common Series A Units of Topco, Common Series B

Units of Topco Common Series C Units of Topco (including Common Series C-2 Units), and Common Series D Units of Topco subject to options, warrants or other rights held by such person that are

currently exercisable or will become exercisable within 60 days of December 31, 2020 are considered outstanding, although these units are not considered outstanding for purposes of computing the percentage ownership of any other

Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Advantage Solutions Inc., 18100 Von Karman Avenue, Suite 1000, Irvine, California 92612.

Each of the unitholders listed has sole voting

and investment power with respect to the units beneficially owned by the unitholder unless noted otherwise, subject to community property laws where applicable.

Beneficial ownership of

Common Series A Units

Beneficial ownership of

Common Series B Units of

Beneficial ownership of

Common Series C and C-2

Units of Topco

Beneficial ownership of

Common Series D Units of

Name and Principal Position

Named Executive Officers and Directors

Brian Stevens

Cameron Breitner

All directors and executive officers as a group (15 total)

Less than 1%.

Represents Common Series A Units of Topco held by Green Equity Investors VI, L.P.

and Green Equity Investors

Side VI, L.P.

(collectively, the Green Funds ), LGP Associates VI-A LLC and LGP Associates VI-B LLC (collectively, LGP Associates ),

Karman Coinvest L.P.

( Karman Coinvest ), and Karman II Coinvest LP ( Karman II Coinvest ).

Voting and investment power with respect to the units of Topco held by the Green Funds, LGP Associates, Karman Coinvest,

and Karman II Coinvest is shared among such Persons.

Voting and investment power may also be deemed to be shared with certain affiliated entities and investors of such Persons.

Additionally, of the 792,500.000 Common Series A Units reported,

140,000.000 Common Series A Units are owned by Karman Coinvest, which is jointly controlled and managed by an affiliate of Leonard Green & Partners, L.P.

and an entity controlled by equity funds managed or advised by CVC Capital Partners.

Sokoloff and Flynn may be deemed to share voting and investment power with respect to such units due to their positions with affiliates of the Green Funds, and each disclaims beneficial ownership of such units except to the extent of his

pecuniary interest therein.

Each of the foregoing entities and individuals address is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

Represents Common Series A Units of Topco held by Centerview Capital, L.P.

and Centerview Employees, L.P.

(collectively, the Centerview Funds).

Kilts was a director of Topco and is a partner of Centerview Capital G.P.

LLC, the managing adviser to the Centerview Funds.

Kilts may be deemed to beneficially own the

Common Series A Units of Topco held by the Centerview Funds, and he

disclaims beneficial ownership of such units.

Kilts address is c/o Centerview Capital, L.P., 999 Vanderbilt Beach Rd., Suite 601, Naples, FL 34108.

Includes 14,199.392 Common Series B Units held by a trust, which Ms.

Domier may be deemed to indirectly

beneficially own.

Includes 4,376.209 Common Series B Units held by a trust (the Stevens Trust), which

Stevens may be deemed to indirectly beneficially own.

Includes 3,211.044 Common Series B Units held by a Trust (the Griffin Trust), which

Griffin may be deemed to indirectly beneficially own.

Includes 22,990.500 vested Common Series C Units that have been granted to Ms.

Domier and excludes

11,663.500 Common Series C Units that have been granted to Ms.

Domier but we expect to remain subject to certain vesting requirements as described in Managements Discussion and Analysis of Financial Condition and Results of

OperationsCritical Accounting Policies and EstimatesEquity-Based Compensation and elsewhere in this Annual Report.

Includes 6,150.000 vested Common Series C Units and 5,000.000 Common Series

C-2 Units in each case held by the Stevens Trust, and excludes 2,050.000 Common Series C Units held by the Stevens Trust that have been granted to Mr.

Stevens but we expect to remain subject to certain

vesting requirements as described in Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and EstimatesEquity-Based Compensation and elsewhere in this Annual

Includes 4,068.750 vested Common Series C Units and 5,000.000 Common Series

C-2 Units held by the Griffin Trust and excludes 1,356.250 Common Series C Units held by the Griffin Trust that have been granted to Ms.

Griffin but we expect to remain subject to certain vesting

requirements as described in Managements Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and EstimatesEquity-Based Compensation and elsewhere in this Annual Report.

Includes 33,209.250 Common Series C Units that have been granted to all directors and executive officers as a

group and we expect to vest within 60 days of December 31, 2020 and 10,000.000 Common Series C-2 Units that have been granted to all directors and executive officers as a group, and excludes 15,069.750

Common Series C Units that have been granted to all directors and executive officers as a group but we expect to remain subject to certain vesting requirements as described in Managements Discussion, and Analysis of Financial Condition

and Results of OperationsCritical Accounting Policies and EstimatesEquity-Based Compensation and elsewhere in this Annual Report.

Represents Common Series D Units of Topco held by the Centerview Funds.

Kilts was a director of Topco

and is a partner of Centerview Capital G.P.

LLC, the managing adviser to the Centerview Funds.

Kilts may be deemed to beneficially own the Common Series D Units of Topco held by the Centerview Funds, and he disclaims beneficial

ownership of such units.

Kilts address is c/o Centerview Capital, L.P., 999 Vanderbilt Beach Rd., Suite 601, Naples, FL 34108.

Equity Compensation Plan Information

Our 2020 Plan and the 2020 ESPP were approved by our stockholders.

The following table provides certain information regarding our equity

compensation plan as of December 31, 2020.

Plan Category

Number of securities to be

issued upon exercise of

outstanding options,

Weighted-average

of outstanding options,

warrants and rights

of securities

for future issuance under

compensation plans (excluding

securities reflected in column(a)

Equity Compensation Plans Approved by Securities Holders

Equity Compensation Plans Not Approved by Securities Holders

Certain Relationships and Related Transactions, and Director Independence

Relationships and Related Transactions

May 2019, our sponsor purchased 11,500,000 founder shares for an aggregate purchase price of $25,000 in cash, or approximately

$0.002 per share.

The number of founder shares issued was determined based on the expectation that such founder shares would represent

20.0% of the outstanding shares upon completion of our initial public offering.

In June 2019, our sponsor transferred 25,000 founder

shares to each of Ms.

Rosenfeld and Messrs.

Klein, Blaylock and Schena, our independent directors.

The 11,500,000 founder shares

held by the sponsor prior to the exercise of the over-allotment option included 1,500,000 shares subject to forfeiture to the

extent that the underwriters’

over-allotment option was not exercised in full.

Since the underwriters exercised the over-allotment

option in full, the sponsor did not forfeit any of its founder shares.

sponsor purchased 7,333,333 private placement warrants for a purchase price of $1.50 per whole warrant, or $11,000,000 in the

aggregate, in private placement transactions that occurred simultaneously with the closing of our initial public offering and

the closing of the over-allotment option for our initial public offering.

Each private placement warrant entitles the holder to

purchase one share of our Class A Common Stock at $11.50 per share.

Warrants may be exercised only for a whole number of shares

of Class A Common Stock.

The private placement warrants (including the Class A Common Stock issuable upon exercise of the private

placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after

the completion of our initial business combination, subject to certain limited exceptions.

any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of

any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary

or contractual obligations to present such opportunity to such entity.

Our officers and directors current have certain relevant

fiduciary duties or contractual obligations that may take priority over their duties to us.

We may, at our option, pursue an acquisition

opportunity jointly with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity

may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds

to complete the acquisition by making a specified future issuance to any such entity.

have entered into an Administrative Support Agreement with Centerview Capital Consumer Investors LLC, an affiliate of our sponsor,

pursuant to which we will pay a total of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or

any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their

affiliates and determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the

reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

we believe that Centerview Partners, an independent investment banking and advisory firm associated with Centerview Capital, will

serve as a valuable potential source of acquisition opportunities, neither Centerview Partners nor any of its directors, officers

or affiliates is under any fiduciary or contractual obligation to do so or to otherwise assist us with our business, and neither

our initial public offering nor the conduct of our business will in any way restrict or limit the conduct by Centerview Partners

of its business.

In addition, we may pay Centerview Partners a fee for financial advisory services rendered in connection with

our identification, negotiation and consummation of our initial business combination in the event that it should be retained to

provide such services.

The amount of any fee we pay to Centerview Partners will be based upon the prevailing market for similar

services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s

policies and procedures relating to transactions that may present conflicts of interest.

to our initial public offering, our sponsor provided an aggregate of $300,000 to us under an unsecured promissory note and in

advances, to be used for a portion of the expenses of our initial public offering.

These loans and advances were non-interest

bearing, unsecured and were repaid upon the closing of our initial public offering.

addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an

affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the initial business combination

does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no

proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans may be convertible into warrants

at a price of $1.50 per warrant at the option of the lender.

The warrants would be identical to the private placement warrants,

including as to exercise price, exercisability and exercise period.

The terms of such loans by our officers and directors, if

any, have not been determined and no written agreements exist with respect to such loans.

our initial business combination, members of our management team who remain with us may be paid consulting, management or other

fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in

the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such

compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting

held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business

to determine executive and director compensation.

have entered into a registration and stockholder rights agreement with respect to the private placement warrants, the warrants

issuable upon conversion of working capital loans (if any) and the shares of Class A Common Stock issuable upon exercise of the

foregoing and upon conversion of the founder shares.

The holders of these securities will be entitled to make up to three demands,

excluding short form registration demands, that we register such securities for sale under the Securities Act.

In addition, these

holders have “piggy-back”

registration rights to include such securities in other registration statements filed by

us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.

the costs and expenses of filing any such registration statements.

for Approval of Related Party Transactions

audit committee must review and approve any related person transaction we propose to enter into.

Our audit committee charter details

the policies and procedures relating to transactions that may present actual, potential or perceived conflicts of interest and

may raise questions as to whether such transactions are consistent with the best interest of our company and our stockholders.

A summary of such policies and procedures is set forth below.

potential related party transaction that is brought to the audit committee’s attention will be analyzed by the audit committee,

in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship

does, in fact, constitute a related party transaction.

At its meetings, the audit committee will be provided with the details

of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the

transaction and the benefits to us and to the relevant related party.

determining whether to approve a related party transaction, the audit committee must consider, among other factors, the following

factors to the extent relevant:

the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related

there are business reasons for us to enter into the transaction;

the transaction would impair the independence of an outside director;

the transaction would present an improper conflict of interest for any director or executive officer;

pre-existing contractual obligations.

member of the audit committee who has an interest in the transaction under discussion must abstain from any voting regarding the

transaction, but may, if so requested by the chairman of the audit committee, participate in some or all of the audit committee’s

discussions of the transaction.

Upon completion of its review of the transaction, the audit committee may determine to permit

or to prohibit the transaction.

sponsor, officers and directors are deemed to be our “promoter”

as such term is defined under the federal securities

listing standards require that a majority of our board of directors be independent.

An “independent director”

generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship

which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent

judgment in carrying out the responsibilities of a director.

Upon the effectiveness of the registration statement we used for

our initial public offering, we had “independent directors”

as defined by NASDAQ’s listing standards and applicable

Our board of directors has determined that Ms.

Rosenfeld and Messrs.

Klein, Blaylock and Schena are “independent

directors”

as defined in the NASDAQ listing standards and applicable SEC rules.

Our independent directors have regularly

scheduled meetings at which only independent directors are present.

The following includes a summary of transactions since January 1, 2020 to which we have been a party, in which the amount involved in

the transaction exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than equity and other compensation, termination, change of control, and other arrangements, which are described under the section entitled Executive Compensation.

Management Services Agreements

In connection with the 2014 Topco Acquisition, and as later amended on September 29, 2014, Advantage Sales & Marketing Inc., our

wholly owned subsidiary, was a party to a management services agreement with management companies associated with CVC Capital Partners, Leonard Green & Partners, Centerview Capital, and Juggernaut Capital Partners (collectively, the

Original Sponsors), pursuant to which such parties have provided management, consulting and financial planning services to us and our subsidiaries.

In exchange for those services, we have paid the Original Sponsors (other than Centerview

Capital) an aggregate annual fee of $4.0 million, payable in equal monthly installments and pro rata with respect to the respective ownership percentage of Topco of such Advantage Sponsors (other than Centerview Capital), and we agreed to

reimburse such Original Sponsors for all reasonable out-of-pocket expenses incurred in connection with the services rendered under the management services

When we completed the Daymon Acquisition, Daymon had an existing management services agreement in place with Bain Capital Private Equity LP, or Bain Capital., that provided for an annual aggregate fee of $1.5 million Subsequent to

the completion of the Daymon Acquisition, the foregoing management services agreements were amended to cause (i) Bain Capital to become a sponsor under, and to receive certain fees pursuant to, the 2014 management services agreement with the

Original Sponsors and associated management companies, and (ii) the Original Sponsors to receive certain fees pursuant to Daymons management services agreement with Bain Capital, and as a result, our annual management fees were

$5.5 million.

As a result of the COVID-19 pandemic, in the first quarter of 2020, the

Original Sponsors and Bain Capital agreed to waive the fees for the remainder of 2020 under the management services agreements.

In 2020, we paid $1.4 million in fees and reimbursed expenses to those Sponsors and/or associated management

companies and/or advisors under the management services agreement.

In addition, we agreed to indemnify such parties to the

fullest extent permitted by law from and against all losses arising from their performance under the management services agreement.

As of the Closing of the Transactions, these agreements

terminated other than certain provisions, which survive, related to indemnification and expense advancement in favor of the Original Sponsors and Bain Capital.

Common Series D Units of Topco

In September 2014, Topco issued a total of 30,000 of its Common Series D Units to Centerview Capital, L.P.

and Centerview Employees, L.P.,

entities affiliated with or advised by of Centerview Capital, for services provided to us.

These units vest over a five-year term, ending in September 2019.

The fair value of these units was $644 per unit as of December 31, 2020.

Limited Partnership Agreement

In 2014, equity funds affiliated with the Original Sponsors as well as certain members of our management, all of whom owned equity interests

in Topco, entered into a limited partnership agreement with respect to their investment.

On December 18, 2017, in connection with the Daymon Acquisition, the parties to the limited partnership agreement, along with an equity fund advised by

Bain Capital, and Yonghui Investment Limited, which we refer to together as the Daymon Investors, amended and restated the limited partnership agreement of Topco.

On September 7, 2020, in connection with the Merger, the limited partnership

agreement was further amended and restated.

This limited partnership agreement, as amended and/or restated from time to time, which we refer to as Topcos limited partnership agreement or the Topco limited partnership agreement, contains

agreements among the parties with respect to, among other things, restrictions on the issuance or transfer of interests in Topco, appointments of Topco directors, and the management and operations of Topco.

Units of Topco

Topco has four

classes of equity securities:

Common Series A Units, Common Series B Units, Common Series C Units (including Common Series C-2 Units) and Common Series D Units.

Under Topcos limited partnership agreement, except as required by law, only Common Series A Units are entitled to vote on matters

requiring approval of the partnership, provided however, that until certain liquidity events occur, all actions requiring the vote or approval of the partnership must be approved by a majority of the units held by the equity funds affiliated with or

advised by CVC Capital Partners and a majority of the units held by the equity funds affiliated with or advised by Leonard Green & Partners.

Common Series A Units

Common Series A Units were originally issued to equity funds affiliated with or advised by CVC Capital Partners, Leonard Green &

Partners, Centerview Capital, and Juggernaut Capital Partners, and additional Common Series A Units were issued to an equity fund advised by Bain Capital and to Yonghui Investment Limited in connection with the Daymon Acquisition.

Common Series B Units

Common Series B Units originally were issued to our management at the time of the 2014 Topco Acquisition as rollover equity interests, and

additional Common Series B Units were issued to Daymons management in connection with the Daymon Acquisition.

Common Series C Units

Common Series C Units have generally been issued to members of our management and certain directors of Topco since the 2014 Topco Acquisition,

which consist of Time Vesting Units and 20% IRR Vesting Units, which are all subject to certain additional vesting requirements, as described in Managements Discussion and Analysis of Financial Condition and Results of

OperationsCritical Accounting Policies and EstimatesEquity-Based Compensation and elsewhere in this Annual Report.

In addition, certain Common Series C Units were issued in connection with the Daymon Acquisition to Daymon

employees, certain of which are deemed to be vested upon issuance, and certain of which vest in four equal installments on each of the first four anniversaries following the completion of the Daymon Acquisition, subject to such employees

continued employment with us.

The Common Series C-2 Units have been issued to members of our management, which are subject to forfeiture upon certain events, including (i) certain terminations of such

employees employment with us or (ii) if the equity funds affiliated with or advised by CVC Capital Partners and Leonard Green & Partners do not receive certain threshold returns on their capital contributions.

Common Series D Units

Common Series D Units are held exclusively by Centerview Capital, L.P.

and Centerview Employees, L.P., which were granted in exchange for

services provided to us.

Distributions on Units of Topco

Any distributions made by Topco will be made (i) first, 100% to all holders of Common Series A Units and Common Series B Units, ratably

among such holders in proportion to their then-aggregate unreturned capital contributions, until such unreturned capital amounts are paid in full;

(ii) second, 100% to all holders in proportion to their then-outstanding units held (other than

Common Series C-2 Units), provided that in the event any amounts otherwise distributable to holders of Common Series C Units are not distributable to such holders due to the application of certain threshold

limitations set forth in Topcos limited partnership agreement, such amount shall be distributed ratably to holders of then-outstanding Common Series C-2 units, up to total distributions of

$35.0 million, subject to certain reductions (the Targeted Common Series C-2 Amount);

and (iii) third, following the time upon which holders of Common Series C-2 Units have received distributions equal to the Targeted Common Series C-2 Amount, 100% to all holders in proportion to their then-outstanding units held (other than Common

Series C-2 Units), subject, in each case, to certain restrictions.

Notwithstanding the foregoing, to the extent certain holders of Common Series C Units that were previously Daymon affiliates receive a

distribution for such Common Series C Units, 50% of such distribution shall reduce, on a dollar-for-dollar basis, the distributions that would otherwise be payable to

other Daymon-affiliated holders of other classes of units.

Exchange of Units of Topco for Shares of Our Common Stock

Subject to certain limitations, in the event that Topco elects to register the sale of any of the shares of our common stock that Topco holds

in a manner that would have entitled a unitholder of Topco to participate in such registration pursuant to the Registration Rights Agreement (included in Exhibit 10.3), such holder may elect to exchange its units for shares of our common stock held

by Topco or to participate in such registration with respect to such shares, in each case, with regard to the number of shares of our common stock then held by Topco that such holder would then be entitled to receive pursuant to the terms of

Topcos limited partnership agreement.

Prior to the 42-month anniversary of the Closing, if

Topco elects to make any direct or indirect, in-kind distribution of shares of our common stock then held by Topco to any of the holders of Common Series A Units, the holders of certain vested units of Topco

may elect to exchange for such holders units, subject to certain restrictions, the number shares of our common stock then held by Topco that such holder would then be entitled to receive pursuant to the terms of Topcos limited

partnership agreement.

Upon the 42-month anniversary of the Closing, each

holder of Common Series B Units, Common Series C Units and Common Series C-2 Units will receive, in exchange for such units then outstanding, shares of our common stock then held by Topco equal to the number

shares of our common stock then held by Topco that such holder would then be entitled to receive pursuant to the terms of Topcos limited partnership agreement.

Any such common stock held by Topco and distributed in exchange for units of Topco

shall be subject to any vesting, forfeiture and transfer restrictions then existing with respect to Common Series B Units, Common Series C Units and Common Series C-2 Units that remain unvested at the

consummation of such exchange.

With respect to any permitted exchange of units of Topco for shares of our common stock described above, a

holder of such units may receive up to a number of shares of our common stock based on an exchange ratio derived from the value to which such holder would otherwise be entitled had Topco sold all of its assets for fair market value and had the

proceeds of such sale been distributed in accordance with the priority for distributions as described above under Distributions on Units of Topco. No additional shares of our common stock will be issued by us in connection with

any distribution of common stock owned by Topco to any unitholders of Topco in respect of or in exchange for Topco units.

Topco are not be publicly traded, but, pursuant to Topcos limited partnership agreement (and subject to the contractual lockup agreement to which our shares held by Topco are subject following the business combination), Topco will be required

to use its commercially reasonable efforts to distribute shares of our common stock in redemption of the units held by affiliates of Centerview Capital, repurchase such units for cash, or otherwise provide an opportunity for such affiliates of

Centerview Capital to transfer their units as if the units were publicly traded.

New Term Loan Facility

Certain funds managed by CVC Credit Partners, which is part of the same network of companies providing investment management advisory services

operating under the CVC brand as CVC Capital Partners, acted as lenders under the New Term Loan Facility.

As of December 31, 2020, the funds managed by CVC Credit Partners held approximately $11.3 million of the aggregate principal

outstanding under the New Term Loan Facility.

First and Second Lien Term Loans

Prior to the Closing of the Transactions, the funds managed by CVC Credit Partners held approximately $54.5 million and

$70.4 million of the aggregate principal outstanding under our First Lien Term Loans and Second Lien Term Loans, respectively, and, since January 1, 2019, held up to approximately $101.6 million and $70.4 million of the aggregate

principal outstanding under our First Lien Term Loans and Second Lien Term Loans, respectively.

During the year ended December 31, 2019, the funds managed by CVC Credit Partners received approximately $1.0 million in repayments of

principal with respect to our First Lien Term Loans, no repayments of principal with respect to our Second Lien Term Loans, and approximately $6.3 million and $2.2 million in interest payments with respect to our First Lien Term Loans and

Second Lien Term Loans, respectively.

CVC Capital Partners did not have any decision-making authority over the relevant funds of CVC Credit Partners in their capacity as lenders under our First Lien Term Loans or Second Lien Term Loans.

Intercompany Promissory Notes

From time to time, Advantage Sales & Marketing Inc.

entered into intercompany loan agreements with Topco, pursuant to which Topco has

borrowed various amounts totaling $6.0 million from Advantage Sales & Marketing Inc.

to facilitate the payment to certain former associates for their equity interests in Topco.

September 1, 2020, Advantage Sales & Marketing Inc.

entered into a new intercompany loan agreement with Topco consolidating all outstanding amounts under the prior agreements.

Pursuant to the new intercompany loan agreement Topco borrowed $6.0 million at an interest rate of 0.39% per annum.

This loan matures on December 31, 2023 and is pre-payable at any time without

Other Relationships

One of our retailer clients, BJs Wholesale Club Holdings, Inc., was previously controlled by equity funds affiliated with or advised by

CVC Capital Partners and Leonard Green & Partners.

We principally provide in-club product demonstration and sampling services to this client as well as ancillary support services, including for

example, seasonal gift wrapping, on-floor sales assistance and display maintenance.

In fiscal years 2020, 2019, and 2018, we received revenues of $3.9 million, $41.8 million, and $43.0 million,

respectively, from BJs Wholesale Club Holdings, Inc.

We believe the terms obtained and consideration that we received during such time as BJs Wholesale Club Holdings, Inc.

(A) was controlled by equity funds affiliated with or

advised by CVC Capital Partners and Leonard Green & Partners were, or (B) had one or more directors who also served on the board of Topco, were comparable to terms available or amounts that would be paid or received, as applicable, in arms-length transactions with parties unrelated to us.

Indemnification Under Certificate of

Incorporation and Bylaws;

Indemnification Agreements

Our bylaws provide that we will indemnify our directors and officers to the

fullest extent permitted by the DGCL, subject to certain exceptions contained in our bylaws.

In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty.

We have also entered into indemnification agreements with each of our executive officers and directors.

The indemnification agreements provide

the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Policy Regarding Related Party Transactions

Our board of directors has adopted a written policy on transactions with related persons that is in conformity with the requirements for

issuers having publicly held common stock that is listed on NASDAQ.

The purpose of the policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction, arrangement or relationship (or any series of

similar transactions, arrangements or relationships) in which (i) we were, are or will be a participant, (ii) the aggregate amount involved exceeds $120,000, and (iii) a related person has or will have a direct or indirect material

interest, in each case, other than compensation arrangements approved by the Audit Committee.

For purposes of the policy, a related person is (a) any person who is, or at any time since the beginning of our last fiscal year was, a director or

executive officer of us or a nominee to become a director of us, (b) any person who is known to be the beneficial owner of more than 5% of our voting securities, (c) any immediate family member of any of the foregoing persons sharing the

same household as such person, or (d) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial

ownership interest.

The Audit Committee reviews and approves, or ratifies, each related party transaction, taking into account whether the terms are comparable to those obtained in an arms length transaction, the extent of the related

persons interest and other factors.

If advance approval of a related party transaction is not feasible, then the transaction may be preliminarily entered into by management upon prior approval by the Chair of the Audit Committee, subject to

ratification by the Audit Committee at its next regularly scheduled meeting.

No director may participate in approval of a related party transaction for which he or she is a related person.

Principal Accountant Fees and Services

following is a summary of fees paid to WithumSmith+Brown, PC (“Withum”), for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our annual financial statements

and services that are normally provided by Withum in connection with regulatory filings.

The aggregate fees billed by Withum for

professional services rendered for the audit of our annual financial statements, review of the financial information included

in our Forms 10-Q for the respective periods and other required filings with the Commission for the year ended December 31, 2019,

including services in connection with our initial public offering totaled $62,660.

The above amounts include interim procedures

and audit fees, as well as attendance at audit committee meetings.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.”

These services include

attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting

During the year ended December 31, 2019, we did not pay Withum for consultations concerning financial accounting and

reporting standards.

We did not pay Withum for tax planning and tax advice during the year ended December 31, 2019.

We did not pay Withum for other services during the year ended December 31, 2019.

audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our

board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will

pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees

and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are

approved by the audit committee prior to the completion of the audit).

We have appointed PricewaterhouseCoopers LLP (PwC) as our independent auditors for the fiscal year ending December 31, 2020.

fiscal years ended December 31, 2020 and December 31, 2019, fees for services provided by PwC were as follows (in thousands):

For the Year Ended December 31,

Audit-related fees

All Other Fees

These amounts represent fees of PwC for the audit of our annual consolidated financial statements, the review of condensed consolidated

financial statements, and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filings, and similar engagements for the fiscal year.

Audit fees also include

advice about accounting matters that arose in connection with or as a result of the audit or the review of periodic financial statements and statutory audits that non-U.S.

jurisdictions require.

Audit-related fees

consist of assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements or internal control over financial reporting, such as comfort letters, attest services,

consents, and assistance with review of documents filed with the SEC.

This category may include fees related to the performance of audits and attest services not required by statute or regulations;

due diligence related to mergers and acquisitions;

and accounting consultations about the application of GAAP to proposed transactions.

Tax fees generally consist of tax compliance and return preparation, and tax planning and advice.

Tax compliance and return preparation

services consist of preparing original and amended tax returns and claims for refunds.

Tax planning and advice services consist of support during income tax audits or inquiries.

All other fees

This category consists of

fees for products and services other than the services reported above, including fees for subscription to PricewaterhouseCoopers online research tool.

The Audit Committee has determined that the non-audit services rendered by PwC were

compatible with maintaining its independence.

All such non-audit services were pre-approved by the Audit Committee pursuant to the pre-approval policy set forth below.

Audit Committee

Pre-Approval Policies and Procedures

The Audit Committee reviews the independence of our

independent registered public accounting firm on an annual basis and has determined that PwC is independent.

In addition, the Audit Committee pre-approves all work and fees that are performed by our

independent registered public accounting firm.

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Report:

(a)(1) Financial Statements.

Index to Financial Statements in Item 8.

Financial Statements and Supplementary Data.

(a)(2) Financial Statement Schedule.

Schedule I Condensed Parent Only Financial Information.

See Index to Financial Statements in Item 8.

Financial Statements

Financial Statements Schedule

financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the

required information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.

hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by

reference can be inspected and copied at the public reference facilities maintained by the Commission, 100 F Street, N.E., Room

1580, Washington D.C.

Copies of such material can also be obtained from the Public Reference Section of the Commission,

100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the Commission website at www.sec.gov.

Amended and Restated Certificate of Incorporation.

Amended and Restated Bylaws.

Warrant Agreement, dated July 22, 2019, between the Company and Continental Stock Transfer & Trust Company.

Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

Investment Management Trust Account Agreement, dated July 22, 2019, between the Company and Continental Stock Transfer & Trust Company.

Registration and Stockholder Rights Agreement, dated July 17, 2019, between the Company and certain security holders.

Letter Agreement, by and among the Company and certain security holders, officers and directors of the Company.

Sponsor Warrants Purchase Agreement, dated July 22, 2019 among the Company and Conyers Park II Sponsor LLC.

Administrative Support Agreement, dated July 22, 2019, by and between the Company and Conyers Park II Sponsor LLC.

and Supplementary Data.

All other financial statement schedules have been omitted as the information is not required under the

related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.

(a)(3) Exhibits.

Incorporated by Reference

Agreement and Plan of Merger, dated as of September

7, 2020, by and among Conyers Park II Acquisition Corp., CP II Merger Sub, Inc., Advantage Solutions Inc., and Karman Topco L.P.

September 8, 2020

Second Amended and Restated Certificate of Incorporation of Advantage Solutions Inc.

November 3, 2020

Second Amended and Restated Bylaws of Advantage Solutions Inc.

November 3, 2020

Specimen Common Stock Certificate

November 3, 2020

Warrant Agreement, dated July 22, 2019, between Conyers Park II Acquisition Corp.

and Continental Stock Transfer

& Trust Company

July 22, 2019

Specimen Warrant Certificate (included in Exhibit 4.2)

July 22, 2019

Indenture, dated as of October 28, 2020, among Advantage Solutions FinCo LLC, Advantage Sales

& Marketing Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent

November 3, 2020

Form of 6.50% Senior Secured Notes due 2028 (included in Exhibit 4.4)

November 3, 2020

Incorporated by Reference

Sponsor Agreement, dated as of September 7, 2020, by and among Conyers Park II Sponsor LLC, the other holders of Acquiror Class

B Common Stock set forth therein, Conyers Park II Acquisition Corp., and Advantage Solutions Inc.

September 8, 2020

Amended and Restated Stockholders Agreement, dated as of October

27, 2020, by and among Conyers Park II Acquisition Corp., Karman Topco L.P., CVC ASM Holdco, L.P., the entities identified on the signature pages thereto under the heading LGP Stockholders, BC Eagle Holdings, L.P., and Conyers Park II Sponsor

November 3, 2020

Registration Rights Agreement, dated as of September

7, 2020 by and between Karman Topco L.P., Karman II Coinvest LP, Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC, LGP Associates VI-B

LLC, CVC ASM Holdco, LP, JCP ASM Holdco, L.P., Karman Coinvest L.P., Centerview Capital, L.P., Centerview Employees, L.P., BC Eagle Holdings, L.P.

and Yonghui Investment Limited, Conyers Park II Sponsor LLC and the other holders of Common

Series B Units, Vested Common Series C Units and Vested Common Series C-2 Units of Holdings listed on the schedule thereto as Contributing Investors.

November 3, 2020

Form of Investor Subscription Agreement

September 8, 2020

Form of Sponsor Subscription Agreement

September 8, 2020

Advantage Solutions Inc.

2020 Incentive Plan

November 3, 2020

Form of Stock Option Award Grant Notice and Agreement under the Advantage Solutions Inc.

2020 Incentive Plan

Incorporated by Reference

Form of Restricted Stock Award Grant Notice and Agreement under the Advantage Solutions Inc.

2020 Incentive Plan

Form of Performance Restricted Stock Unit Grant Notice and Agreement under the Advantage Solutions Inc.

2020 Incentive Award Plan

Advantage Solutions Inc.

Non-Employee Director Compensation Policy

January 6, 2021

Form of Restricted Stock Unit Award Agreement (Non-Employee Directors) under the Advantage Solutions

2020 Incentive Award Plan

January 6, 2021

Advantage Solutions Inc.

2020 Employee Stock Purchase Plan

November 3, 2020

Amended and Restated Employment Agreement, dated December 17, 2010, by and between Tanya Domier and Advantage Sales

& Marketing LLC

November 3, 2020

Amendment No.

1 to Amended and Restated Employment Agreement, dated October

1, 2013, by and between Tanya Domier and Advantage Sales & Marketing LLC

November 3, 2020

Amendment No.

2 to Amended and Restated Employment Agreement, dated October

1, 2014, by and between Tanya Domier and Advantage Sales & Marketing LLC

November 3, 2020

Amendment No.

3 to Amended and Restated Employment Agreement, dated June

11, 2020, by and between Tanya Domier and Advantage Sales & Marketing LLC

November 3, 2020

Second Amended and Restated Employment Agreement, dated September 3, 2019, by and between Brian Stevens and Advantage Sales

& Marketing LLC

November 3, 2020

Amended and Restated Employment Agreement, dated September 3, 2019, by and between Jill Griffin and Advantage Sales

& Marketing LLC

November 3, 2020

Incorporated by Reference

Form of Indemnification Agreement

November 3, 2020

Form of Letter Agreement Regarding Management Incentive Plan Payments Acceleration.

November 3, 2020

Letter Agreement, dated November 1, 2020, by and between Tanya Domier and ASI Intermediate Corp.

November 3, 2020

Eighth Amended and Restated Agreement of Limited Partnership for Karman Topco L.P., dated as of September 7, 2020

November 3, 2020

ABL Revolving Credit Agreement, dated October 28, 2020, by and among Advantage Sales

& Marketing Inc., as Borrower, Karman Intermediate Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lender parties thereto.

November 3, 2020

First Lien Credit Agreement, dated October 28, 2020, by and among Advantage Sales

& Marketing Inc., as Borrower, Karman Intermediate Corp., Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lender parties thereto.

November 3, 2020

Code of Ethics

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Instance Document*

Taxonomy Extension Schema*

Taxonomy Calculation Linkbase*

Taxonomy Label Linkbase*

Definition Linkbase Document*

(1) Incorporated

by reference to the Company’s Current Report on Form 8-K, filed with the Commission on July 23, 2019.

(2) Incorporated

by reference to the Company’s Registration Statement on Form S-1, filed with the Commission on July 12, 2019.

List of Subsidiaries

Consent of PricewaterhouseCoopers LLP

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

Section 1350 Certification of Chief Executive Officer

Section 1350 Certification of Chief Financial Officer

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

Incorporated by Reference

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101

Filed herewith.

The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities

Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

Indicates management contract or compensatory plan or arrangement.

Form 10-K Summary.

of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Conyers Park II Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheet of Conyers Park II Acquisition Corp.

(the “Company”), as of December

31, 2019, and the related statements of operations, changes in stockholders’

equity and cash flows for the period from

May 2, 2019 (inception) through December 31, 2019, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2019, and the results of its operations and its cash flows for the period from May 2, 2019

(inception) through December 31, 2019, in conformity with accounting principles generally accepted in the United States of

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement.

We believe that our audit provides a reasonable basis for our opinion.

WithumSmith+Brown, PC

have served as the Company’s auditor since 2019.

York, New York

CONYERS PARK II ACQUISITION CORP.

BALANCE SHEET

Current assets:

Cash and cash equivalents

Prepaid expenses

Prepaid income taxes

Total current assets

Marketable securities held in Trust Account

$ 454,109,579

Liabilities and Stockholders’

Current liabilities:

Accounts payable and accrued expenses

Accounts payable - related party

Total current liabilities

Deferred underwriting commissions

Total liabilities

Commitments and contingencies

Class A common stock, $0.0001 par value;

500,000,000 shares authorized;

43,313,166 shares subject to possible redemption at redemption value

Stockholders’

Preferred stock, $0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Class A common stock, $0.0001 par value;

500,000,000 shares authorized;

1,686,834 shares issued and outstanding (excluding 43,313,166 shares subject to possible redemption)

Class B common stock, $0.0001 par value;

50,000,000 shares authorized;

11,250,000 shares issued and outstanding

Additional paid-in capital

Retained earnings

Total stockholders’

Total liabilities and stockholders’

$ 454,109,579

accompanying notes are an integral part of these financial statements.

CONYERS PARK II ACQUISITION CORP.

STATEMENT OF OPERATIONS

For the Period From

(inception) through

December 31, 2019

General and administrative expenses

State franchise taxes

Loss from operations

Other income:

Interest income earned on cash equivalents and marketable securities held

in Trust Account

Income before income tax expense

Income tax expense

Weighted average shares outstanding of Class A common stock

Basic and diluted net income per share, Class A

Weighted average shares outstanding of Class B common stock

Basic and diluted net income per share, Class B

accompanying notes are an integral part of these financial statements.

CONYERS PARK II ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’

FOR THE PERIOD FROM MAY 2, 2019 (INCEPTION)

THROUGH DECEMBER 31, 2019

A Common Stock

B Common Stock

Stockholders’

Balance as of May 2, 2019

Issuance of Class B common stock to Sponsor

Sale of 45,000,000 Units in Initial Public Offering

Sale of 7,333,333 Private Placement Warrants

Underwriting discounts and offering costs

Forfeiture of Class B common stock

Common stock subject to possible redemption

Balance as of December 31, 2019

accompanying notes are an integral part of these financial statements.

CONYERS PARK II ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 2, 2019 (INCEPTION)

THROUGH DECEMBER 31, 2019

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used by operating activities:

Interest income earned on marketable securities held in Trust Account

Change in operating assets and liabilities:

Prepaid expenses

Prepaid income taxes

Accounts payable and accrued expenses

Accounts payable - related party

Net cash used by operating activities

Cash flows from investing activities:

Cash deposited in Trust Account

(450,000,000 )

Investment income released from Trust Account

Net cash used by investing activities

(449,244,000 )

Cash flows from financing activities:

Proceeds from sale of Class A Units to public

Proceeds from sale of Private Placement Warrants to Sponsor

Payment of underwriters’

Payment of offering costs

Proceeds from Promissory Note - related party

Repayment of Promissory Note - related party

Net cash provided by financing activities

Net change in cash

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental disclosure of noncash investing and financing activities:

Offering costs paid by Sponsor in exchange for issuance of Class B common stock

Deferred underwriting commission in connection with initial public offering

Value of Class A common stock subject to possible redemption

$ 433,131,660

accompanying notes are an integral part of these financial statements.

Park II Acquisition Corp.

to Financial Statements

Description of Organization and Business Operations

Conyers Park II Acquisition Corp.

(the “Company”)

was incorporated as a Delaware corporation on May 2, 2019.

The Company was formed for the purpose of effecting a merger, capital

stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the

“Business Combination”).

Although the Company is not limited to a particular industry or geographic region for purposes

of consummating its Business Combination, the Company intends to focus on the consumer sector and consumer-related businesses.

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth

of December 31, 2019, the Company had not commenced any operations.

All activity for the period from May 2, 2019 (inception) through

December 31, 2019 relates to the Company’s formation and the preparation for its initial public offering (the “Initial

Public Offering”) as described below, and since the closing of the Initial Public Offering, the search for a prospective

initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

Company’s sponsor is Conyers Park II Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

registration statement for the Company’s Initial Public Offering was declared effective on July 17, 2019.

On July 22, 2019,

the Company consummated its Initial Public Offering of 45,000,000 units (the “Units”), including 5,000,000 additional

Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, which is discussed in Note 3, generating

gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75

million in deferred underwriting commissions following the partial exercise of the underwriters’

over-allotment option (Note

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”)

of 7,333,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”)

at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $11.0 million (Note 4).

the closing of the Initial Public Offering and the Private Placement, $450 million ($10.00 per Unit) of the net proceeds of the

Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust

Account”), located in the United States at J.P.

Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company

acting as trustee, and was invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment

Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended

investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2),

(d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion

of a Business Combination and (ii) the distribution of the assets held in the Trust Account as described below.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied

generally toward consummating a Business Combination.

There is no assurance that the Company will be able to complete a Business

Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market

value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable

on income earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of

the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not

to be required to register as an investment company under the Investment Company Act.

Company will provide the holders (the “Public Stockholders”) of shares of its Class A common stock, par value $0.0001

(the “Class A Common Stock”), sold in the Initial Public Offering (the “Public Shares”), with the opportunity

to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with

a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether

the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely

in its discretion.

The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

then in the Trust Account (initially anticipated to be $10.00 per Public Share).

The per-share amount to be distributed to Public

Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay

to the underwriters (as discussed in Note 5).

These Public Shares were classified as temporary equity upon the completion of the

Initial Public Offering.

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets

of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor

of the Business Combination.

If a stockholder vote is not required by law and the Company does not decide to hold a stockholder

vote for business or other legal reasons, the Company will, pursuant to the amended and restated certificate of incorporation

which the Company adopted upon the consummation of the Initial Public Offering (the “Amended and Restated Certificate of

Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission

(the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business

or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the

proxy rules and not pursuant to the tender offer rules.

Additionally, each Public Stockholder may elect to redeem its Public Shares

irrespective of whether such Public Stockholder votes for or against the proposed transaction.

If the Company seeks stockholder

approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder

Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business

In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder

Shares and any Public Shares acquired by them in connection with the completion of a Business Combination.

Notwithstanding

the foregoing, the Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate

of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”

under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming

its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company.

Company’s Sponsor, officers and directors (the “initial stockholders”) have agreed not to propose an amendment

to the Amended and Restated Certificate of Incorporation (a) that would modify the substance or timing of the Company’s

obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination within 24 months from the

closing of the Initial Public Offering, or July 22, 2021, (the “Combination Period”) or (b) which adversely affects

the rights of holders of the Class A common stock, unless the Company provides the Public Stockholders with the opportunity to

redeem their Public Shares in conjunction with any such amendment.

the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up;

(ii) as promptly and as reasonably possible but not more than ten business days thereafter,

redeem the Public 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 for working capital

purposes (up to $1,000,000) or to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly and as

reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s

board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the Company’s obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

initial stockholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to

complete a Business Combination within the Combination Period.

However, if the initial stockholders acquire Public Shares in or

after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such

Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed

to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company

does not complete a Business Combination during the Combination Period and, in such event, such amounts will be included with

the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of

such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including

Trust Account assets) will be only $10.00 per share initially held in the Trust Account.

In order to protect the amounts held

in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for

services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering

into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any

claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the

Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against

certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible

to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will

have to indemnify the Trust Account due to claims of creditors by endeavoring to have all third parties, including vendors, service

providers (excluding the Company’s independent registered public accounting firm), prospective target businesses or other

entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim

of any kind in or to monies held in the Trust Account.

Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its shareholders

prior to the Initial Public Offering and such amount of proceeds from the sale of the Placement Units and the Initial Public Offering

that were placed in an account outside of the Trust Account for working capital purposes.

As of December 31, 2019, the Company

had $951,060 in its operating bank account, $452,816,525 in cash and marketable securities held in the Trust Account to be used

for a Business Combination or to repurchase or redeem its common stock in connection therewith and working capital of approximately

$1,040,000 (excluding prepaid income taxes).

Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned

on the Trust Account (less up to $1,000,000 for working capital, taxes payable and deferred underwriting commissions) to complete

its initial Business Combination.

To the extent necessary, the Sponsors, members of the Company’s management team or any

of their respective affiliates or other third parties may but are not obligated to, loan the Company funds as may be required,

up to $1,500,000.

Such loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per

The warrants would be identical to the Placement Warrants (see Note 4).

the consummation of a Business Combination, the Company will be using funds held outside of the Trust Account for identifying

and evaluating target businesses, performing business due diligence on prospective target businesses, traveling to and from the

offices, plants or similar locations of prospective target businesses or their representatives, reviewing corporate documents

and material agreements of prospective target businesses, structuring, negotiating and completing a Business Combination.

the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating

a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to

operate its business prior to a Business Combination.

Moreover, the Company may need to obtain additional financing either to

complete a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion

of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business

Summary of Significant Accounting Policies

of Presentation

accompanying financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in

the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

preparation of the financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the financial statements and the reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered

in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual

results could differ from those estimates.

Growth Company

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval

of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised

and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt

the new or revised standard at the time private companies adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth

company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

At December 31, 2019, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $951,060 in cash and cash equivalents as of December 31, 2019.

Securities Held in Trust Account

Company’s portfolio of marketable securities is comprised solely of U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, classified as trading securities.

securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from

the change in fair value of these securities is included in gain on marketable securities (net), dividends and interest, held

in the Trust Account in the accompanying statement of operations.

The estimated fair values of marketable securities held in the

Trust Account are determined using available market information.

Value of Financial Instruments

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the

inputs used in measuring fair value.

hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level

1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

1, defined as observable inputs such as quoted prices for identical instruments in active markets;

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as

quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that

are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value

drivers are unobservable.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest

level input that is significant to the fair value measurement.

of December 31, 2019, the carrying values of cash, accounts payable, accrued expenses approximate their fair values due to the

short-term nature of the instruments.

The Company’s portfolio of marketable securities held in the Trust Account is comprised

of investments in U.S.

Treasury securities with an original maturity of 185 days or less.

The fair value for trading securities

is determined using quoted market prices in active markets.

Offering Costs Associated with the Initial Public Offering

offering costs consist of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that

are directly related to the Initial Public Offering and were charged to stockholders’

equity upon the completion of the

Initial Public Offering on July 22, 2019.

A Common Stock Subject to Possible Redemption

of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair

Conditionally redeemable shares of Class A common stock (including shares of Class A common stock that feature redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely

within the Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock are

classified as stockholders’

The Company’s Class A common stock feature certain redemption rights that are

considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end

of each reporting period.

Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be

affected by charges against additional paid-in capital.

The Company recognizes changes in redemption value immediately as they

occur and will adjust the carrying value of the security at the end of each reporting period.

Increases or decreases in the carrying

amount of redeemable shares of approximately $3.6 million, less franchise taxes of $100,000, income taxes of $730,672 and working

capital expense of $279,580 (up to $1,000,000) or $2,469,141 of Class A common stock shall be affected by charges against additional

paid-in capital.

Accordingly, at December 31, 2019, 43,313,166 shares of Class A common stock are subject to possible redemption

are presented as temporary equity, outside of the stockholders’

equity section of the Company’s balance sheet.

Income Per Share

income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement

to purchase an aggregate of 18,583,333 shares of the Company’s Class A common stock in the calculation of diluted income

per share, since their inclusion would be anti-dilutive under the treasury stock method.

Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in

a manner similar to the two-class method of income per share.

Net income per share, basic and diluted for Class A common stock

are calculated by dividing the interest income earned on investments and marketable securities held in the Trust Account of approximately

$3.6 million, net of applicable taxes of $830,672 and $279,580 of working capital expenses (up to $1,000,000) available to be

withdrawn from the Trust Account, resulting in a total of $2,469,141 for the year ended December 31, 2019 by the weighted average

number of shares of Class A common stock outstanding for the period.

Net loss per share, basic and diluted for Class B common

stock is calculated by dividing the net income of $2,469,141, less income attributable to Class A common stock by the weighted

average number of shares of Class B common stock of $2,469,141 outstanding for the period.

Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between

the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets

and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

Deferred tax assets were deemed immaterial as of December

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

amounts were accrued for the payment of interest and penalties as of December 31, 2019.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

is subject to income tax examinations by major taxing authorities since inception.

Accounting Pronouncements

Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently

adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

July 22, 2019, the Company sold 45,000,000 Units, including 5,000,000 Over-Allotment Units, at a price of $10.00 per Unit, generating

gross proceeds of $450 million, and incurring offering costs of approximately $25.36 million, inclusive of approximately $15.75

million in deferred underwriting commissions.

Unit consists of one share of Class A common stock and one-fourth of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject

to adjustment (see Note 6).

Related Party Transactions

May 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 11,500,000 shares of Class

B common stock, par value $0.0001, (the “Founder Shares”).

In June 2019, the Sponsor transferred 25,000 Founder Shares

to each of the Company’s independent directors.

The initial stockholders have agreed to forfeit up to 1,500,000 Founder

Shares to the extent that the over-allotment option is not exercised in full by the underwriters.

The forfeiture will be adjusted

to the extent that the over-allotment option is not exercised in full by the underwriters so that the Founder Shares will represent

20% of the Company’s issued and outstanding shares after the Initial Public Offering.

The underwriters exercised their over-allotment

option in part on July 22, 2019.

On September 3, 2019, the remainder of the underwriters’

over-allotment option expired

and the Sponsor forfeited 250,000 Founder Shares.

As of December 31, 2019, there were 11,250,000 shares of Class B common stock

initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until

the earlier to occur of:

(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial

Business Combination, (x) if the last sale price of the shares of Class A 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 initial Business Combination, or (y) the date on which the Company

completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s

stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.

Placement Warrants

with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 7,333,333 Private Placement Warrants at a price

of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $11.0 million.

Each whole Private

Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share.

Certain of the proceeds

from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held in

the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement

Warrants will expire worthless.

The Private Placement Warrants are non-redeemable and exercisable on a cashless basis so long

as they are held by the Sponsor or its permitted transferees.

Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or

sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out

of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of

funds held outside the Trust Account.

In the event that a Business Combination is not consummated within the Combination Period,

the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds

held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital

Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion,

up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a

price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

To date, the Company had no borrowings

under any Working Capital Loan.

to the closing of the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover

expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”).

The Note was non-interest

bearing and payable on the earlier of December 31, 2019 or the completion of the Initial Public Offering.

On July 22, 2019, the

total balance of $141,636 of the Note was repaid to the Sponsor.

Administrative

Support Agreement

on the date the securities of the Company are first listed on the NASDAQ, the Company agreed to pay the Sponsor a total of $10,000

per month for office space, utilities and secretarial and administrative support.

Upon completion of an initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

The Company incurred approximately $60,000

in expenses in connection with such services during the period from May 2, 2019 (inception) through December 31, 2019, which are

included in general and administrative expenses in the accompanying statement of operations.

Payable - Related Party

of December 31, 2019, the Company had a balance of $127,912 payable to related parties for expenses paid on behalf of the Company

in the amount of $67,912 and $60,000 payable under the administrative support agreement.

These borrowings are non-interest bearing,

unsecured and due on demand.

Commitments and Contingencies

and Stockholder Rights

holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans,

if any, will be entitled to registration rights pursuant to a registration and stockholder rights agreement entered into in connection

with the consummation of the Initial Public Offering.

These holders will be entitled to certain demand and “piggyback”

registration rights.

However, the registration and stockholder rights agreement provides that the Company will not permit any

registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period

for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration

Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering

to purchase up to 6,000,000 Over-Allotment Units to cover over-allotments, if any, at the Initial Public Offering price less underwriting

discounts and commissions.

On July 22, 2019, the underwriters partially exercised their over-allotment option for 5,000,000 Over-Allotment

on the partial exercise of the underwriters’

over-allotment option, the underwriters were entitled to underwriting discounts

of $0.20 per unit, or $9.0 million in the aggregate, paid upon the closing of the Initial Public Offering.

In addition, $0.35

per unit, or approximately $15.75 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the

Company completes a Business Combination, subject to the terms of the underwriting agreement.

Stockholders’

A Common Stock —

The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value

of $0.0001 per share.

As of December 31, 2019, there were 45,000,000 shares of Class A common stock issued and outstanding, including

43,313,166 shares of Class A common stock subject to possible redemption.

B Common Stock —

The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value

of $0.0001 per share.

As of December 31, 2019, there were 11,250,000 shares of Class B common stock outstanding.

of shares of Class A common stock and holders of shares of Class B common stock will vote together as a single class on all matters

submitted to a vote of the Company’s stockholders, except as required by law or stock exchange rule;

provided that only

holders of shares of Class B common stock have the right to vote on the election of the Company’s directors prior to the

initial Business Combination.

Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination at a

ratio such that the number of shares of Class A common stock issuable upon conversion of all Founder Shares will equal, in the

aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of Class A common stock issued and outstanding

upon completion of the Initial Public Offering, plus (ii) the total number of shares of Class A common stock issued or deemed

issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company

in connection with or in relation to the consummation of the initial Business Combination, excluding any shares of Class A common

stock or equity-linked securities exercisable for or convertible into shares of Class A common stock issued, or to be issued,

to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor upon conversion of

Working Capital Loans.

Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share,

and with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s

board of directors.

As of December 31, 2019, there were no shares of preferred stock issued or outstanding.

Warrants —

Public Warrants may only be exercised for a whole number of shares.

The Public Warrants will become exercisable on the later

of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public

provided in each case that the Company has an effective registration statement under the Securities Act covering

the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is

available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is

exempt from registration under the Securities Act).

The Company has agreed that as soon as practicable, but in no event later

than twenty business days, after the closing of a Business Combination, the Company will use commercially reasonable efforts

to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common

stock issuable upon exercise of the Public Warrants.

If the shares issuable upon exercise of the warrants issued in our

initial public offering are not registered under the Securities Act, the Company will be required to permit holders to

exercise their warrants on a cashless basis.

However, no warrant will be exercisable for cash or on a cashless basis, and the

Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the

shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an

exemption from registration is available.

Notwithstanding the above, if the Class A common stock is at the time of any

exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered

security”

under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public

Warrants who exercise their warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the

Securities Act and, in the event the Company elects, the Company will not be required to file or maintain in effect a

registration statement, but the Company will use our best efforts to register or qualify the shares under applicable blue sky

laws to the extent an exemption is not available.

Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except

that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants

will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain

limited exceptions.

Additionally, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers

or such purchasers’

permitted transferees.

If the Private Placement Warrants are held by someone other than the initial

stockholders or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable

by such holders on the same basis as the Public Warrants.

90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

$0.10 per warrant upon a minimum of 30 days’

prior written notice of redemption provided that holders will be able to

exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the

redemption date and the “fair market value”

of the Class A common stock (the “fair market value”

the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days

ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants);

and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per

share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which

the Company sends the notice of redemption to the warrant holders;

and only if, there is an effective registration statement covering the Class A common stock issuable upon exercise of the

warrants (or such other security as the warrants may be exercisable for at the time of redemption) and a current prospectus

relating thereto available throughout the 30-day period after written notice of redemption is given, or an exemption from

registration is available.

addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’

prior written notice of redemption;

and only if, the last reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading

days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice

of redemption to the warrant holders.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise

the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

Additionally, in no event

will the Company be required to net cash settle any Warrants.

If the Company is unable to complete the initial Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive

any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

Fair Value Measurements

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as

of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine

such fair value.

Significant Other

in Active Markets

Observable Inputs

Unobservable Inputs

Marketable securities held in Trust Account

$ 452,816,525

to/from Levels 1, 2, and 3 are recognized at the end of the reporting period.

There were no transfers between levels for the year

ended December 31, 2019.

1 instruments include investments in money market funds and U.S.

Treasury securities.

The Company uses inputs such as actual trade

data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of

its investments.

Company’s provision for income tax consists of the following:

For the Period From

(inception) through

December 31, 2019

Change in valuation allowance

Income tax expense

Company’s net deferred tax assets are as follows:

December 31, 2019

Deferred tax asset:

Startup / organizational costs

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of allowance

assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some

portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent

upon the generation of future taxable income during the periods in which temporary differences representing net future deductible

amounts become deductible.

The Company considers the scheduled reversal of deferred tax assets, projected future taxable income

and tax planning strategies in making this assessment.

reconciliation of the federal income tax rate to the Company’s effective tax rate for the period from May 2, 2019 (inception)

through December 31, 2019 is as follows:

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in valuation allowance

Effective income tax rate

9—Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the

financial statements were issued.

Management is currently evaluating the impact of the COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact

is not readily determinable as of the date of these financial statements.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

CONYERS PARK II ACQUISITION

Chief Executive Officer

(Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Executive Officer and Director

Executive Officer)

Financial Officer and Director

Financial and Accounting Officer)

Chairman of the Board of Directors

Irene Rosenfeld

Joseph Schena

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

ADVANTAGE SOLUTIONS INC.

/s/ Tanya Domier

Chief Executive Officer and Director

March 16, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below

by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Tanya Domier

Chief Executive Officer (Principal Executive Officer) and Director

March 16, 2021

/s/ Brian Stevens

Chief Financial Officer (Principal Financial Officer) and Chief Operating Officer

March 16, 2021

Brian Stevens

/s/ Dean Kaye

Chief Financial Officer North America (Principal Accounting Officer)

March 16, 2021

/s/ Ronald E.

March 16, 2021

/s/ Cameron Breitner

March 16, 2021

Cameron Breitner

/s/ Beverly F.

March 16, 2021

/s/ Virginie Costa

March 16, 2021

Virginie Costa

/s/ Ryan Cotton

March 16, 2021

/s/ Timothy J.

March 16, 2021

/s/ Tiffany Han

March 16, 2021

Chairman of the Board and Director

March 16, 2021

/s/ Elizabeth Muñoz-Guzman

March 16, 2021

Elizabeth Muñoz-Guzman

March 16, 2021

/s/ Jonathan D.

March 16, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures