FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 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 AGREEMENTIndemnification 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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • February 12th, 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”).
G&P Acquisition Corp. Newport, Rhode Island 02840 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 12th, 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 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 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”).
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”).
G&P Acquisition Corp. Newport, Rhode Island 02840Administrative Services Agreement • February 12th, 2021 • G&P Acquisition Corp. • 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”):
