PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 23, 2020 (as it may from time to time be amended, this Agreement), is entered into by and between Genesis Park Acquisition Corp., a Cayman Islands exempted company (the Company), and Genesis Park Holdings, a Cayman Islands limited liability company (the Purchaser).
WHEREAS, the Company intends to consummate a public offering of the Companys units (the Public Offering), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (a Share), and one-half of one redeemable warrant, each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Companys registration statement on Form S-1 related to the Public Offering (the Registration Statement);
WHEREAS, the Purchaser has agreed to purchase from the Company an aggregate of 6,833,333 warrants (or up to 7,562,689 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Private Placement Warrants), each Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share; and
WHEREAS, concurrently with the execution of this Agreement, the Company is entering into that certain Private Placement Warrants Purchase Agreement, dated as of the date hereof, with Jefferies LLC (Jefferies, and such agreement, the Underwriter Warrants Purchase Agreement), pursuant to which Jefferies has agreed to purchase an aggregate of 416,667 warrants (or up to 474,811 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Underwriter Warrants).
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.
B. Purchase and Sale of the Private Placement Warrants.
(i) As payment in full for the 6,833,333 Private Placement Warrants being purchased under this Agreement, the Purchaser shall pay $6,833,333 (the Purchase Price), by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the Trust Account) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement.
(ii) In the event that the over-allotment option is exercised in full or in part, the Purchaser shall purchase up to 729,356 additional Private Placement Warrants (the Additional Private Placement Warrants), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such purchase of Additional Private Placement Warrants, as payment in full for the Additional Private Placement Warrants being purchased hereunder, and at least one (1) business day prior to the closing of all or any portion of the over-allotment option, the Purchaser shall pay $1.00 per Additional Private Placement Warrant, up to an aggregate amount of $729,356, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the Trust Account.