Exhibit 4.2


 


 


SPECIMEN CLASS A COMMON STOCK CERTIFICATE


 


	NUMBER
C–[  ]
	 	[  ] SHARES
	 	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP [ ]


 


G&P
Acquisition Corp.


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE


 


CLASS A COMMON STOCK


 


This
Certifies that [     ] is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON
STOCK OF


 


G&P
Acquisition Corp.


 


(THE
 “CORPORATION”)


 


transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Corporation will
be forced to offer to redeem all of its shares of Class A common stock in connection with an initial business combination or to
redeem all of its shares of Class A common stock if it is unable to complete a business combination by [        ] (or by [        ] in certain
circumstances), unless extended pursuant to the Corporation’s certificate of incorporation as in effect at such time, in
each case, as more fully described in the Corporation’s final prospectus, dated [        ], 2021.


 


This certificate is
not valid unless countersigned by Continental Stock Transfer & Trust Company, in its capacity as the transfer agent, and registered
by the registrar of the Corporation.


 


Witness the facsimile
signature of its duly authorized officers.


 


	By: 	 	 	By: 	 
	 	Name:	 	 	Name:
	 	Title:	 	 	Title:





 






     


     


    

 


G&P
Acquisition Corp.


 


The Corporation will
furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations
or restrictions of such preferences and/or rights.


 


This certificate and
the shares represented thereby are issued and shall be held subject to all of the provisions of the Corporation’s second
amended and restated certificate of incorporation (as further amended, supplemented or otherwise modified from time to time, the
 “Certificate of Incorporation”) and resolutions of the board of directors of the Corporation providing
for the issue of securities (copies of which may be obtained from the secretary of the Corporation), to all of which the holder
of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 


	 	 	 	 	 	 	 
	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT —	Custodian
	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	(Cust)	 	(Minor)
	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	
under Uniform Gifts to

 Minors Act 

(State)  
	 	 	 	 	 	 	 	 



Additional abbreviations may also be used
though not in the above list.


 


For value received, hereby sells, assigns
and transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER(S) OF 

ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP 

CODE, OF ASSIGNEE(S))


 


shares of the capital
stock represented by the within certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares
of capital stock on the books of the within named Corporation with full power of substitution in the premises.


 


Dated: _____________________


 


	 	Notice: The signature(s) to this assignment must correspond
    with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change
    whatsoever.







 






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Signature(s) Guaranteed:


  


 


	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 




  


As more fully described
in the Corporation’s final prospectus, dated [             ], 2021, the holder(s) of this certificate shall be entitled to receive
a pro rata portion of certain funds held in the trust account established in connection with the Corporation’s initial public
offering only in the event that (i) the Corporation redeems the shares of Class A common stock sold in its initial public offering
and liquidates because it does not consummate an initial business combination by [             ] (or by [            ] in certain circumstances),
or such later date, if such period is extended pursuant to the Certificate of Incorporation, (ii) the Corporation redeems the shares
of Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Certificate of Incorporation
to modify the substance or timing of the Corporation’s obligation to allow redemptions in connection with an initial business
combination or to redeem 100% of the Class A common stock if it does not consummate an initial business combination by [            ]
(or by [            ] in certain circumstances), or such later date, if such period is extended pursuant to the Certificate of Incorporation,
or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, or
(iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection with
a tender offer (or proxy solicitation, solely in the event the Corporation seeks stockholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s)
have any right or interest of any kind in or to the trust account.


 






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