Exhibit
4.1


 


WARRANT
AGREEMENT


 


THIS
WARRANT AGREEMENT, dated as of March 10, 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 March 10, 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 7,250,000 warrants (or up to 8,037,500 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 10,062,500 redeemable warrants (including up to 1,312,500
redeemable 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.





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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.



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  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;





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(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


 


(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.





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  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;





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


 


     (e)       as
provided in Section 7.4.


 


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.





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      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.





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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.


 


      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.





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  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.


 


  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.]





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  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.





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  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.


 


  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.





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  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.


 


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.





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  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 Redemption Period
(as defined in Section 6.3).


 


  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.





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	Redemption Date 

(period to expiration of warrants)	 	Redemption Date Fair Market Value of Shares of Common Stock	 
	 	≤$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	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







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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.





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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.


 


  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.





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      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.





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  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:	/s/ Joseph Marnikovic
	 	 	Name:	 Joseph Marnikovic
	 	 	Title:	 Chief Financial Officer and Treasurer




 





	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 

as Warrant Agent
	 	 
	 	By:	/s/ Isaac J. Kagan
	 	 	Name:	Isaac J. Kagan
	 	 	Title:	Vice President




 


[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 March 10, 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