REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2021 • G&P Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among G&P Acquisition Corp., a Delaware corporation (the “Company”), G&P Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed as Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and, collectively, the “Holders”).
FORM OF WARRANT AGREEMENTWarrant Agreement • March 8th, 2021 • G&P Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2021 • G&P Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and G&P Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • G&P Acquisition Corp. • Blank checks • New York
G&P acquisition cORP., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 20,000,000 units (the “Firm Units”) of the Company to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 3,000,000 units (the “Option Units”) on the terms set forth in Section 1(b) hereof. The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.”
G&P Acquisition Corp. Newport, Rhode Island 02840 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 8th, 2021 • G&P Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain underwriting agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and BMO Capital Markets Corp., as underwriter (the “Underwriter” ), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover the Underwriter’s option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, as described in the Prospectus (as defined below). The Units will
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2021 • G&P Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
