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 INDEMNITY AGREEMENTForm of Indemnity Agreement • February 12th, 2021 • G&P Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made 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 [ ] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • March 15th, 2021 • G&P Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT, dated as of March 10, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 15th, 2021 • G&P Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT is made as of March 10, 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 Leslie D. Michelson (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2021 • G&P Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 10, 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”).
G&P Acquisition Corp. Newport, Rhode Island 02840 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 15th, 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 up to 20,125,000 of the Company’s units (including up to 2,625,000 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
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 15th, 2021 • G&P Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 10, 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”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 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 17,500,000 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 2,625,000 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.G&P Acquisition Corp. • January 12th, 2021 • Blank checks • New York
We are pleased to accept the offer G&P Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of common stock of the Company (as defined below), the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of G&P Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-Allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company’s and the Subscriber’s agreements regarding the Shares, are as follows:
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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 15th, 2021 • G&P Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement is made effective as of March 10, 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”).
G&P Acquisition Corp. Newport, Rhode Island 02840G&P Acquisition Corp. • February 12th, 2021 • Blank checks • New York
This letter agreement by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and G&P Sponsor, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date set forth above, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of (x) the consummation by the Company of an initial business combination and (y) the Company’s liquidation (in each case, as described in the Company’s Registration Statement on Form S-1 (File No. 333-[ ]) filed with the Securities and Exchange Commission) (such earlier date, the “Termination Date”):
G&P Acquisition Corp. Newport, Rhode Island 02840G&P Acquisition Corp. • March 15th, 2021 • Blank checks • New York
This letter agreement by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and G&P Sponsor, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date set forth above, will confirm our agreement that, commencing on the date that securities of the Company are first listed in connection with the Company’s initial public offering (the “Listing Date”) and continuing until the earlier of (x) the consummation by the Company of an initial business combination and (y) the Company’s liquidation (in each case, as described in the Company’s Registration Statement on Form S-1 (File No. 333-253089) filed with the Securities and Exchange Commission) (such earlier date, the “Termination Date”):
