FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and GP-Act III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the 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”).
FORM OF WARRANT AGREEMENT GP-ACT III ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2024Warrant Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2024, 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”).
INDEMNITY AGREEMENTIndemnification Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between GP-Act III Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2024, (as it may from time to time be amended, this “Agreement”), is entered into by and among GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”) and GP-Act III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor” and the “Purchaser”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of March 7, 2024, is made and entered into by and between IDS III LLC, a Delaware limited liability company (the “Act III Sponsor”), and Boxcar Partners III, LLC, a Delaware limited liability company (the “Recipient”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of March 22, 2021, is made and entered into by and between GPIAC II, LLC, a Cayman Islands limited liability company (the “GP Sponsor”), and IDS III LLC, a Delaware limited liability company (the “Recipient”).
GP INVESTMENTS ACQUISITION CORP. II 300 Park Avenue, 2nd Floor New York, New York 10022 United States of AmericaSecurities Subscription Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
GP Investments Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer GPIAC II, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 11,500,000 Class B ordinary shares (the “Shares”), U.S.$0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, U.S.$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requir
GP-Act III Acquisition Corp. 300 Park Avenue, 2nd Floor New York, New York 10022 United States of AmericaAdministrative Services Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks
This Administrative Services Agreement (this “Agreement”) by and between GP-Act III Acquisition Corp, a Cayman Islands exempted company (the “Company”) and GPIAC II, LLC, a Cayman Islands limited liability company (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available, or shall procure that is made available, to the Company, at 300 Park Avenue, 2nd Floor, New York, New York 10022, United States of America (or any successor location or other existing office locations of the P
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of March 22, 2021, is made and entered into by and between GPIAC II, LLC, a Cayman Islands limited liability company (the “GP Sponsor”), and each of Asha Daniere, Ira Lamel, George Roeth and Mark Tarchetti (each a “Recipient” and together the “Recipients”).
GP-Act III Acquisition Corp. 300 Park Avenue, 2nd Floor New York, New York 10022 United States of America Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between GP-Act III Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (“Cantor”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (“Units”) (including up to 3,750,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the C
CONTRIBUTION AGREEMENTContribution Agreement • April 19th, 2024 • GP-Act III Acquisition Corp. • Blank checks • New York
This Contribution Agreement (this “Agreement”), dated as of March 7, 2024, is made and entered into by and among, (i) GPIAC II, LLC, a Cayman Islands limited liability company (the "GP Sponsor"), (ii) IDS III LLC, a Delaware limited liability company (the "Act III Sponsor"), and (iii) Boxcar Partners III, LLC, a Delaware limited liability company (the "Boxcar Sponsor" and, together with the GP Sponsor and the Act III Sponsor, the "Co-Sponsors"), on the one hand, and GP-Act III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor HoldCo”), on the other hand.
