0001104659-21-108089 Sample Contracts

GRANDVIEW CAPITAL ACQUISITION CORP. 7th Floor New York, NY 10177
Grandview Capital Acquisition Corp. • August 20th, 2021 • Blank checks • New York

This agreement (the “Agreement”) is entered into on May 19, 2021 by and between Grandview Capital Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,500,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 975,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

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WARRANT AGREEMENT GRANDVIEW CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated ____ [●], 2021
Warrant Agreement • August 20th, 2021 • Grandview Capital Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated ____ [●], 2021, is by and between Grandview Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

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