0001104659-22-006001 Sample Contracts

UNDERWRITING AGREEMENT between GP-Act III ACQUISITION CORP., and CANTOR FITZGERALD & CO. Dated: [], 2022
Underwriting Agreement • January 20th, 2022 • 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:

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 20th, 2022 • GP-Act III Acquisition Corp. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, 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”).

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