REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2021 • GP-Act III Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and each of (i) GPIAC II, LLC, a Cayman Islands limited liability company, and (ii) IDS III LLC, a Delaware limited liability company (each a “Co-Sponsor”), and any other parties listed on the signature page hereto (together with each Co-Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
UNDERWRITING AGREEMENT between GP-Act III ACQUISITION CORP., and CANTOR FITZGERALD & CO. Dated: [], 2021Underwriting Agreement • December 23rd, 2021 • GP-Act III Acquisition Corp. • Blank checks • New York
The undersigned, GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF WARRANT AGREEMENT GP-ACT III ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • December 23rd, 2021 • GP-Act III Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2021 • GP-Act III Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 23rd, 2021 • GP-Act III Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021, (as it may from time to time be amended, this “Agreement”), is entered into by and between GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (the “Purchaser”).
