Exhibit 4.4


 


FORM OF
WARRANT AGREEMENT


 


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”).


 


WHEREAS, on [
], 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with G&P Sponsor, LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of
8,000,000 warrants (or up to 8,900,000 warrants if the Over-Allotment Option (as defined below) is exercised in full) simultaneously
with the closing of the Offering (and the closing of the Over-Allotment Option, if applicable) bearing the legend set forth in
Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement
Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to,
loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional
2,000,000 warrants at a price of $1.00 per warrant (the “Working Capital Warrants”);


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Class A Common Stock, par value $0.0001 per share (“Common Stock”),
and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith,
has determined to issue and deliver up to 23,000,000 warrants (including up to 3,000,000 warrants if the Over-Allotment Option
is exercised in full) to public investors in the Offering (the “Public Warrants” and, together with the
Private Placement Warrants and the Working Capital Warrants, the “Warrants”);


 


WHEREAS, each whole
Warrant entitles the holder thereof to purchase one share of Common Stock for $11.50 per share, subject to adjustment as described
herein, only whole Warrants are exercisable and a holder of the Public Warrants will not be able to exercise any fraction of a
Warrant;


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration
statements (together, the “Registration Statement”) and the related final prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance
of the Units, the Public Warrants and the shares of Common Stock included in the Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 






     


     


    

 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (in the case of definitive physical warrant certificates) or otherwise registered (in the
case of book entry warrants), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.                 Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2.                 Warrants.


 


2.1              Form
of Warrant. Each Warrant shall initially be issued in registered form only. Warrants may be represented by one or more physical
definitive certificates or by book-entry.


 


2.2              Effect
of Countersignature. If a physical definitive certificate is issued, unless and until countersigned by the Warrant Agent,
either by manual or facsimile signature, pursuant to this Agreement, a Warrant certificate shall be invalid and of no effect and
may not be exercised by the holder thereof.


 


2.3              Registration.


 


2.3.1        Warrant
Register. The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially
be registered in the name of the nominee designated by The Depository Trust Company (the “Depositary”)
and registered in the name of a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown
on, and the transfer of such ownership shall be effected through, records maintained by the Depositary and institutions that have
accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in
the form annexed hereto as Exhibit A.


 






    2


     


    

 


Physical
definitive certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, the President or the Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the
date of issuance.


 


2.3.2        Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on any physical definitive certificate made by anyone other than the Company or the Warrant Agent), for the purpose of
any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


2.4              Detachability
of Warrants. The shares of Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day other than a Saturday, Sunday or federal holiday
on which banks in New York City are generally open for normal business (a “Business Day”), then on the
immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the
consent of the underwriter(s) or representative(s) of the underwriters identified in the Prospectus with the respect to such consent,
but in no event shall the shares of Common Stock and the Public Warrants comprising the Units be separately traded until (A) the
Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt
by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the
underwriters of their right to purchase additional Units in the Offering (the “Over-Allotment Option”),
if the Over-Allotment Option is exercised prior to the filing of such Form 8-K, and a second or amended Current Report on Form
8-K to provide updated financial information to reflect the exercise of the Underwriters’ Over-Allotment option, if the
Over-Allotment option is exercised following the initial filing of such Current Report on Form 8-K, and (B) the Company issues
a press release and files with the Commission a Current Report on Form 8-K announcing when such separate trading shall begin.


 


2.5              No
Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the
Units. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive
a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 






    3


     


    

 


2.6              Private
Placement Warrants and Working Capital Warrants.


 


The Private
Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they
are held by the Sponsor or any Permitted Transferee (as defined below), as applicable, the Private Placement Warrants and the
Working Capital Warrants (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c), (ii)
may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business
Combination (as defined below), and (iii) shall not be redeemable by the Company pursuant to Section 6.1; provided, however,
that, in the case of clause (ii), the Private Placement Warrants and the Working Capital Warrants and any shares of Common
Stock held by the Sponsor or any of its Permitted Transferees, as applicable, and issued upon exercise of the Private
Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:


 


(a)              to
the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
any direct or indirect members, partners or shareholders of the Sponsor or any employee or partner of any such member, partner
or shareholder, or any Affiliates of the Sponsor;


 


(b)              in
the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiaries
of which are one or more of the individual’s immediate family or an affiliate of such person, or to a charitable organization;


 


(c)              in
the case of an individual, transfers by virtue of laws of descent and distribution upon death of such individual;


 


(d)              in
the case of an individual, transfers pursuant to a qualified domestic relations order;


 


(e)              transfers
by virtue of law or the Sponsor’s operating agreement upon dissolution of a person other than an individual;


 


(f)               transfers
by private transfers or sales and transfers made in connection with the consummation of the Company’s initial Business Combination
at prices no greater than the price at which the securities were originally purchased;


 


(g)              to
an entity that is an Affiliate of such holder;


 


(h)              transfers
in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination;


 


(i)               in
the event of the Company’s completion of a liquidation, merger, stock exchange, reorganization or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property subsequent to the completion of the Company’s initial Business Combination;


 


(j)               to
a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a) through
(h) above (the “Permitted Transferees”); provided, however, that, in the case of clauses
(a) through (d), (f) and (i), these transferees must enter into a written agreement with the Company agreeing to be bound by the
transfer restrictions in this Agreement; and


 






    4


     


    

 


(k)              As used herein “Affiliate” means, with respect to any holder any other person who, directly or
indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such person.
For purposes of this definition, “control,” when used with respect to any specified person, shall mean
the power, direct or indirect, to direct or cause the direction of the management and policies of such person, whether through
ownership of voting securities or partnership or other ownership interests, by contract or otherwise, and the terms “controlling”
and “controlled” shall have correlative meanings.


 


2.7              Working
Capital Warrants. Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.


 


3.                 Terms
and Exercise of Warrants.


 


3.1             Warrant
Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and this Agreement,
to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to
the adjustments provided in Section 4 and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant
to a “cashless exercise,” to the extent permitted hereunder) described in the prior sentence at which each share of
Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price
at any time prior to the Expiration Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise
registered by the Commission, any national securities exchange upon which the Warrants are then listed or applicable law); provided,
however, that the Company shall provide at least three (3) days prior written notice of such reduction to Registered Holders
of the Warrants; provided, further, that any such reduction shall be identical among all of the Warrants.


 


3.2              Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A)
commencing on the later of (i) the date that is thirty (30) days after the first date on which the Company completes a
merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the
Company and one or more businesses (a “Business Combination”), and (ii) the date that is twelve
(12) months from the date of the closing of the Offering, and (B) terminating upon the earliest to occur of (x) at 5:00 p.m.,
New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business
Combination, (y) the liquidation of the Company in accordance with the Company’s second amended and restated
certificate of incorporation, as further amended, supplemented or otherwise modified from time to time (the
 “Certificate of Incorporation”), if the Company fails to consummate a Business Combination and (z)
other than with respect to the Private Placement Warrants and the Working Capital Warrants held by the Sponsor or a permitted
Transferee, at 5:00 p.m., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3
(the “Expiration Date”); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 with respect to an
effective registration statement or a valid exemption being available. Except with respect to the right to receive the
Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Working Capital Warrant then
held by the Sponsor or a Permitted Transferee) in the event of a redemption (as set forth in Section 6), each Warrant
(other than a Private Placement Warrant or a Working Capital Warrant then held by the Sponsor or a Permitted Transferee) not
exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in respect
thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The Company in its sole
discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, however, that the
Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the
Warrants; provided, further, that any such extension shall be identical in duration among all the Warrants.


 






    5


     


    

 


3.3              Exercise
of Warrants.


 


3.3.1        Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised
or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depository designated for such purposes in writing
by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
any Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance
with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each full share of Common Stock
as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the
exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)              in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by
wire transfer of immediately available funds;


 


(b)              [Reserved];


 


(c)              with
respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied
by the excess of the “Fair Market Value,” as defined in this subsection 3.3.1(c), over the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to
the date on which notice of exercise of the Warrant is sent to the Warrant Agent;


 


(d)              as
provided in Section 6.2 with respect to a Make-Whole Exercise; or


 


(e)              as
provided in Section 7.4.


 






    6


     


    

 


The Warrant Agent shall
forward funds received for warrant exercises in a given month by the firth (5th) business day of the following month
by wire transfer to an account designated by the Company.


 


3.3.2        Issuance
of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered
Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which
he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not
have been exercised in full, a new book-entry position or countersigned physical definitive Warrant, as applicable, for the number
of shares of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle
such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common Stock
underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4, or a valid exemption from the registration requirements of the Securities
Act is available. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon
exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise have been registered, qualified or
deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder
of the Warrants. Subject to Section 4.6, a Registered Holder of Public Warrants may exercise its Public Warrants only for
a whole number of shares of Common Stock. In no event will the Company be required to net cash settle any Warrant exercise. The
Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section
7.4. If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled,
upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to
the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


3.3.3        Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.


 


3.3.4        Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is
issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender
and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such
person shall be deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding
date on which the share transfer books or book-entry system are open.


 






    7


     


    

 


3.3.5        Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this subsection 3.3.5; provided, however, that no holder of a Warrant shall be
subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the
Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to
exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such
person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8%
(or such other amount) as the electing holder may specify (the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the
aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is
being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised
portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised
or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on
conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for
purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of issued and outstanding shares of Common Stock, the holder may rely on the number of issued and outstanding
shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on
Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public
announcement by the Company or (3) any other notice by the Company or the transfer agent for the Common Stock setting forth
the number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written request of the
holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the
number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its
affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to
the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such
holder to any other percentage specified in such notice; provided, however, that any such increase shall not be
effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.                 Adjustments.


 


4.1              Stock
Dividends.


 


4.1.1        Share
Dividends; Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of
shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such
increase in the outstanding shares of Common Stock. A rights offering to holders of shares of Common Stock entitling holders
to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined below)
shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of
Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus the
quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For
purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for
shares of Common Stock, in determining the price payable for the shares of Common Stock, there shall be taken into account
any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)
 “Fair Market Value” means the volume weighted average price of the shares of Common Stock as
reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of
Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.


 






    8


     


    

 


4.1.2        Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or
other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of
Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of
the shares of Common Stock in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation in
accordance with terms of the Certificate of Incorporation, or (e) in connection with the redemption of shares of Common Stock
included in the Units sold in the Offering upon the Company’s failure to complete the Company’s initial Business Combination
and any subsequent distribution of its assets upon its liquidation (any such non-excluded event, an “Extraordinary
Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Board in good faith) of any securities or other
assets paid on each shares of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
 “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per
share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock
during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect
any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions
that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant)
does not exceed $0.50 (being five percent (5%) of the offering price of the Units in the Offering), which amount shall be adjusted
to appropriately reflect any of the events referred to this Section 4 and excluding cash dividends or other cash distributions
that resulted in an adjustment to the Warrant Price or to the number of shares of common stock issuable upon exercise of each
Warrant.


 


4.2              Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 4.6, the number of issued and outstanding
shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common
Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to
such decrease in issued and outstanding shares of Common Stock.


 






    9


     


    

 


4.3              Adjustments
in Warrant Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment
by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants
immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable
immediately thereafter.


 


4.4              [Reserved.]


 


4.5              Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of
Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 or that solely affects
the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into
another entity or conversion of the Company into another type of entity (other than a consolidation or merger in which the
Company is the continuing entity and that does not result in any reclassification or reorganization of the outstanding shares
of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or
property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had
exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
that (i) if the holders of the shares of Common Stock were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities,
cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to
be the weighted average of the kind and amount received per share by the holders of the shares of Common Stock in such
consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have
been made to and accepted by the holders of the shares of Common Stock (other than a tender, exchange or redemption offer
made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the
Certificate of Incorporation or as a result of the redemption of shares of Common Stock by the Company if a proposed initial
Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon
completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and
any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of
Rule 13d-3 under the Exchange Act (or any successor rule)) more than fifty percent (50%) of the outstanding shares of Common
Stock, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder
had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares
of Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided, further, that, if less than seventy percent (70%) of the
consideration receivable by the holders of the shares of Common Stock in the applicable event is payable in the form of
common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an
established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the
Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation
of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price
shall be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price in effect prior to
such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as
defined below) (which amount determined under this clause (ii) shall not be less than zero). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based
on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets
(“Bloomberg”). For purposes of calculating such amount, (1) Section 6 shall be taken into
account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as
reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event, (3) the assumed volatility shall be the ninety (90) day volatility obtained from the HVT function on Bloomberg
determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the
assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the
Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the shares of
Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases,
the volume weighted average price of the shares of Common Stock as reported during the ten (10) trading day period ending on
the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results
in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
4.1.1 or Sections 4.2, 4.3 and this Section 4.5. The provisions of this Section 4.5 shall
similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no
event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.


 






    10


     


    

 


4.6              Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon
the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based; provided, however, that no adjustment to the number of shares of Common Stock issuable upon exercise of
a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of shares of Common
Stock issuable upon exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are
not made are carried forward and taken into account in any subsequent adjustment. Notwithstanding the foregoing, all such carried
forward adjustments shall be made (i) in connection with any subsequent adjustment that (taken together with such carried forward
adjustments) would result in a change of at least one percent (1%) in the number of shares of Common Stock issuable upon exercise
of a Warrant and (ii) on the exercise date of any Warrant. Upon the occurrence of any event specified in Sections 4.1,
4.2, 4.3 or 4.5 in connection with which an adjustment is made to the Warrant Price or the number of shares
of Common Stock issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence of such event to
each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






    11


     


    

 


4.7              No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
a fractional share of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section
4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share,
the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued
to such holder.


 


4.8              Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the
Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.


 


4.9             Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants
is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant
to this Section 4.9 (i) as a result of any issuance of securities in connection with a Business Combination or (ii) solely
as a result of an adjustment to the conversion ratio of the Company’s Class B Common Stock into Common Stock. The Company
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10           No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Class B Common Stock into shares of Common Stock or the conversion of the Class B Common
Stock into shares of Common Stock, in each case, pursuant to the Certificate of Incorporation.


 






    12


     


    

 


5.                 Transfer and Exchange of Warrants.


 


5.1              Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2              Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that
in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants
and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof
until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating
whether the new Warrants must also bear a restrictive legend.


 


5.3              Transfers
of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants
which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant, except as part of
the Units.


 


5.4              Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5             Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 


5.6              Transfer
of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.


 


6.                 Redemption.


 


6.1              Redemption
of Warrants for Cash. Subject to Section 6.5, not less than all of the outstanding Warrants may be redeemed, at
the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant
Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3, at the price of $0.01 per
Warrant (the “Redemption Price”); provided, however, that the closing price of the
Common Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4) for any
ten (10) trading days within the twenty (20) trading-day period ending on the third (3rd) trading day prior to the
date on which the notice of redemption is given; provided, further, that there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating
thereto, available throughout the twenty (20)-day Redemption Period (as defined in Section 6.3).


 






    13


     


    

 


6.2              Redemption
of Warrants for Shares of Common Stock. Subject to Section 6.5, not less than all of the outstanding Warrants may be
redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of
the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3, at the Redemption
Price of $0.10 per Warrant; provided, however, that the closing price of the Common Stock reported has been at least
$10.00 per share (subject to adjustment in compliance with Section 4) for any ten (10) trading days within the twenty (20)
trading-day period ending on the third (3rd) trading day prior to the date on which the notice of redemption is given
and, if the closing price of the Common Stock for any twenty (20) trading days, within the thirty (30) trading-day period ending
on the (3rd) third trading day prior to the date on which the notice of redemption is given is less than $18.00 per
share (subject to adjustment in compliance with Section 4), the Private Placement Warrants shall also be concurrently called
for redemption on the same terms as the outstanding Public Warrants. During the Redemption Period in connection with a redemption
pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants; provided,
however, that any such exercise shall be on a “cashless basis” pursuant to subsection 3.3.1 and the
number of shares of Common Stock for which such Warrants shall be exercisable shall be determined by reference to the table below,
based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the Redemption
Fair Market Value (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely
for the purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume-weighted
average price of the Common Stock as reported during the ten (10) trading days immediately following the date on which notice
of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant
to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than
one (1) Business Day after the ten (10) trading day period described above ends.


 






    14


     


    

 



	Redemption Date	 	Redemption Date Fair Market Value of Shares of Common Stock	 
	 (period to expiration of warrants) 	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months 	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months 	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months 	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months 	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months 	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months 	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months 	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months 	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months 	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months 	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months 	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months 	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months 	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months 	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months 	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months 	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months 	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months 	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months 	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months 	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months 	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






    15


     


    

 


The exact Redemption
Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if the Redemption
Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number
of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line
interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and
later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The stock prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal the stock prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the warrant after
such adjustment and the denominator of which is the exercise price of the warrant immediately prior to such adjustment. In such
an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator
of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. In no event will the number of shares issued
in connection with a Make-Whole Exercise exceed 0.361 shares of Common Stock per Warrant (subject to adjustment).


 


6.3              Date
Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section
6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice
of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (such 30-day period, the “Redemption Period”) to the Registered Holders of the Warrants
to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.


 


6.4              Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section
6.2 ) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 
and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the information
necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair
Market Value” (as such term is defined in subsection 3.3.1(b)) in such case. On and after the Redemption Date, the
record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.5              Exclusion
of Private Placement Warrants and Working Capital Warrants. The Company agrees that the redemption rights provided in
this Section 6.1 shall not apply to the Private Placement Warrants or the Working Capital Warrants to the extent that
at the time of the redemption such Private Placement Warrants or Working Capital Warrants continue to be held by the Sponsor
and its Permitted Transferees. However, once such Private Placement Warrants or Working Capital Warrants are transferred
(other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the
Working Capital Warrants; provided, however, that the criteria for redemption are met, including the
opportunity for the holder of such Private Placement Warrants or Working Capital Warrants to exercise the Private Placement
Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.1. Private Placement Warrants and
Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to
be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.


 






    16


     


    

 


7.                 Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1              No
Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholder in respect of the meetings of shareholders or the election of directors
of the Company or any other matter.


 


7.2              Lost,
Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen,
mutilated or destroyed, and countersigned by the Warrant Agent. Any such new Warrant shall constitute a substitute contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable
by anyone. The Warrant Agent may, at its option, countersign replacement Warrants for mutilated certificates upon presentation
thereof without such indemnity.


 


7.3              Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to
this Agreement.


 






    17


     


    

 


7.4              Registration
of Shares of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1        Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than twenty (20) Business Days
after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable
upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until
the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has
not been declared effective by the sixtieth (60th) Business Day following the closing of the Company’s
initial Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first
(61st) Business Day after the closing of the Company’s initial Business Combination and ending upon such
registration statement being declared effective by the Commission, and during any other period when the Company shall fail to
have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the
Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section
3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair
Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean
the average closing price of the Common Stock for the ten (10) trading days ending on the third (3rd) trading day
prior to the date that notice of exercise is sent to the Warrant Agent from the holder of such Warrants or its securities
broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively
determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company
shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm
with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection
7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such
exercise shall be freely tradable under United States federal securities laws by anyone who is not (and has not been during
the preceding three months) an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor
rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection
7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company
shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection
7.4.1.


 


7.4.2        Cashless
Exercise at Company’s Option. If the shares of Common Stock are at the time of any exercise of a Warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act (or any successor statute), the Company may, at its option, require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1 and, in the event the Company so elects, the Company shall
not be required to (x) file or maintain in effect a registration statement for the registration, under the Securities Act, of
the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary
or (y) use its commercially reasonable efforts to register or qualify for sale the Common Stock issuable upon exercise of the
Public Warrants under the “blue sky” laws of the state of residence of the exercising Public Warrant holder to the
extent an exemption is available.


 


8.                 Concerning
the Warrant Agent and Other Matters.


 


8.1              Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants,
but the Company and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares
of Common Stock.


 






    18


     


    

 


8.2              Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1        Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving ninety (90) days’ notice in writing to the Company. If the
office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall
be authorized under applicable laws to exercise the powers of a transfer agent and subject to supervision or examination by federal
or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
duties and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without
any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers,
and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make,
execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations.


 


8.2.2        Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Company’s transfer agent for the shares of Common Stock not later than the effective
date of any such appointment.


 


8.2.3        Merger
or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated
or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3              Fees
and Expenses of Warrant Agent.


 


8.3.1        Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2        Further
Assurances. The Company agrees to perform, execute, acknowledge and deliver, or cause to be performed, executed, acknowledged
and delivered, all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 






    19


     


    

 


8.4             
Liability of Warrant Agent.


 


8.4.1        Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, the
President or the Secretary or other principal officer of the Company and delivered to the Warrant Agent. The Warrant Agent may
rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2        Indemnity.
The Warrant Agent shall be liable hereunder only for its own, or its representatives’, gross negligence, willful misconduct,
bad faith or material breach of this Agreement. The Company agrees to indemnify the Warrant Agent and save it harmless against
any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent
in the execution of this Agreement, except as a result of the Warrant Agent’s or its representatives’ gross negligence,
willful misconduct, bad faith or material breach of this Agreement.


 


8.4.3        Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 or responsible for the manner, method, or amount of
any such adjustment or the ascertaining of the existence of facts that would require any such adjustment, nor shall it by any
act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common
Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be
valid and fully paid and non-assessable.


 


8.5              Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of the Warrants.


 


8.6              Waiver.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Warrant Agent, as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 






    20


     


    

 


9.                 
Miscellaneous Provisions.


 


9.1              Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.


 


9.2              Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


G&P Acquisition Corp.


222 Bellevue Avenue


Newport, Rhode Island 02840


Attention: General Counsel


E-mail: manderson@ar-global.com


 


with a copy to (which shall not constitute
notice):


 


Paul, Weiss, Rifkind, Wharton
 & Garrison LLP


1285 Avenue of the Americas


New York, New York 10019


Attention:
Raphael M. Russo


Email:
rrusso@paulweiss.com


 


Any notice, statement
or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant
Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attention: Compliance Department


 


in each case, with a copy to:


 


White & Case LLP


1221 Avenue of the Americas


New York, New York 10020


Attention: Joel L. Rubinstein
and Elliott M. Smith


E-mail: joel.rubinstein@whitecase.com
and elliott.smith@whitecase.com


 






    21


     


    

 


9.3              Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement may be brought and enforced in the courts of the State of New
York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall not be exclusive. The Company hereby waives any objection to such jurisdiction and that such courts represent
an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States
of America are the sole and exclusive forum.


 


9.4              Compliance
and Confidentiality. The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws,
including those relating to privacy, data protection and information security, shall keep confidential all information (including
personally identifiable information and personal data) relating to this Agreement and, except as required by applicable law, shall
not use such information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.


 


9.5              Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns and of the Registered Holders of the Warrants.


 


9.6              Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s
Warrant for inspection by the Warrant Agent.


 


9.7              Counterparts;
Electronic Signatures. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability
as an original signature.


 


9.8              Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 






    22


     


    

 


9.9              Amendments.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of (x)
curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, including to conform
the provision of the Warrants and this Agreement to the description of the Warrants and this Agreement in the Prospectus, or
(y) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders
under the Warrants and this Agreement and (ii) to provide for the delivery of Alternative Issuance pursuant to Section
4.5, to reflect changes to the definition of “Ordinary Cash Dividend” or to reflect other
adjustments required by Section 4. All other modifications or amendments, including any modification or amendment to
increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders
of fifty percent (50%) of the number of the then outstanding Public Warrants and, solely with respect to any amendment to the
terms of the Private Placement Warrants or Working Capital Warrants, fifty percent (50%) of the number of the then
outstanding Private Placement Warrants and Working Capital Warrants. Notwithstanding the foregoing, the Company may lower the
Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders.


 


9.10            Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


9.11            Business
Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities
and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including,
without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant
Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”).
Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed
to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting
the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but
no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent
becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed
appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection
with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active
and functioning normally in all material respects.


 


9.12            Confidentiality.
The Warrant Agent and the Company agree that all books, records, information and data pertaining to the business of the other
party, including, inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant
to the negotiation or the carrying out of this Warrant Agreement, including the fees for services, shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without
limitation, pursuant to requests from the Securities and Exchange Commission and subpoenas from state or federal government authorities
(e.g., in divorce and criminal actions).


 






    23


     


    

 


Exhibit A – Form of Warrant Certificate


Exhibit B – Legend Private Placement Warrants


 






    24


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first written above.


 


	 	G&P ACQUISITION CORP.
	 	 
	 	By:	                       
	 	 	Name: Joseph Marnikovic
	 	 	Title: Chief Financial Officer and Treasurer
	 	 
	 	CONTINENTAL STOCK TRANSFER
    & TRUST COMPANY,
	 	as Warrant Agent
	 	 
	 	By:	                
	 	 	Name:
	 	 	Title:




 


[Signature Page to Warrant Agreement—G&P
Acquisition Corp.]


 






     


     


    

 


EXHIBIT A


 


SPECIMEN WARRANT CERTIFICATE


 


	NUMBER
W–[    ]	 	[            ] WARRANTS
	 	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	CUSIP [           ]


 


WARRANTS


THIS WARRANT SHALL BE NULL AND VOID
IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


G&P ACQUISITION CORP.


 


Incorporated Under the Laws of the State
of Delaware


 


This
Warrant Certificate certifies that [            ], or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and, each, a “Warrant”)
to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of G&P
Acquisition Corp., a Delaware corporation (the “Company”). Each whole Warrant entitles the holder, upon
exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully
paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this
Warrant Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for
in the Warrant Agreement) at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth
herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


Each whole Warrant
is initially exercisable for one fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon
exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share
of Common Stock, the Company will, upon exercise, round down to the nearest whole number of the number of shares of Common Stock
to be issued to the holder of the Warrant. The number of shares of Common Stock issuable upon exercise of the Warrants is subject
to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Warrant
Price per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the
occurrence of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to certain
conditions, as set forth in the Warrant Agreement.


 






     


     


    

 


Reference is hereby
made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this place.


 


This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York.


 


	 	G&P ACQUISITION CORP.
	 	 
	 	By:	         
	 	 	Name:
	 	 	Title:
	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	           
	 	 	Name:
	 	 	Title:




 











     


     


    

 


[Reverse
of Warrant Certificate]


 


The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Common Stock and are issued or to be issued pursuant to the Warrant Agreement, dated as of [ ], 2021 (the “Warrant
Agreement”), by and between the Company to Continental Stock Transfer & Trust Company, a New York limited purpose
trust company, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders
(the words “holders” or “holder” meaning the Registered Holders or Registered
Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in
the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the designated office of the Warrant Agent. In the event that
upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing
the number of Warrants not exercised.


 


Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided
for in the Warrant Agreement.


 


The Warrant Agreement
provides that, upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
and the Warrant Price set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant,
the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise,
round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates,
when surrendered at the designated office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.


 






     


     


    

 


Upon due presentation
for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange
for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or
other third party charge imposed in connection therewith.


 


The Company and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 






     


     


    

 


Election
to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [        ] shares of Common Stock and
herewith tenders payment for such shares of Common Stock to the order of G&P Acquisition Corp. (the “Company”)
in the amount of $[        ] in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of [        ], whose address is [        ] and that such shares of Common Stock be delivered to [        ]
whose address is [        ]. If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder,
the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered
in the name of [       ], whose address is [        ] and that such shares of Common Stock be delivered to [        ] whose address is [        ].


 


In the event that the
Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects
to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with Section 6.2 of the Warrant Agreement.


 


In the event that the
Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the
Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the
number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the
Warrant Agreement.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of
Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive shares of Common Stock. If said number of shares of Common Stock is less than all of the shares of Common
Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of [        ], whose address is [       ]
and that such shares of Common Stock be delivered to [      ] whose address is [        ].


 


[Signature Page Follows]


 


Date:                 , 202[   ]


 


	 	 
	 	(Signature)



 






    A-1


     


    

 


	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)


 


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).	 



 






    A-2


     


    

 


EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER
DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG G&P ACQUISITION CORP. (THE “COMPANY”), G&P SPONSOR, LLC AND
THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT
IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF
THE WARRANT AGREEMENT) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE
AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 






    B-1