Exhibit
10.5


 


G&P Acquisition Corp.


222
Bellevue Avenue


Newport,
Rhode Island 02840


 


March
10, 2021


 


G&P
Sponsor, LLC

222 Bellevue Avenue


Newport,
Rhode Island 02840


 


Re:
Administrative Services Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between G&P Acquisition Corp., a Delaware corporation (the “Company”), and
G&P Sponsor, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the
date set forth above, will confirm our agreement that, commencing on the date that securities of the Company are first listed
in connection with the Company’s initial public offering (the “Listing Date”) and continuing until
the earlier of (x) the consummation by the Company of an initial business combination and (y) the Company’s liquidation
(in each case, as described in the Company’s Registration Statement on Form S-1 (File No. 333-253089) filed with the Securities
and Exchange Commission) (such earlier date, the “Termination Date”):


 


		1.	the
                                         Services Provider (and/or any of its affiliates designated by the Services Provider)
                                         shall make available, or cause to be made available, to the Company at 222 Bellevue Avenue,
                                         Newport, Rhode Island 02840 (or any successor location or other existing office locations
                                         of the Services Provider and/or any of its affiliates), certain office space and administrative
                                         and support services as may be reasonably requested by the Company. In exchange therefor,
                                         the Company shall pay to the Services Provider the sum of $20,000 per month, commencing
                                         on the Listing Date and continuing monthly thereafter until the Termination Date; and



 


		2.	the
                                         Services Provider hereby irrevocably waives any and all right, title, interest, causes
                                         of action and claims of any kind or nature as a result of, or arising out of, this letter
                                         agreement (each, a “Claim”) in or to, and any and all right
                                         to seek payment of any amounts due to it out of, the trust account established for the
                                         benefit of the public stockholders of the Company and into which substantially all of
                                         the proceeds of the Company’s initial public offering will be deposited (the “Trust
                                         Account”), and hereby irrevocably waives any Claim it presently has or
                                         may have in the future as a result of, or arising out of, this letter agreement, which
                                         Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies
                                         or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement,
                                         payment or satisfaction of any Claim against the Trust Account or any monies or other
                                         assets in the Trust Account for any reason whatsoever.



 



     


     


    




This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and
supersedes all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by all parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests or obligations hereunder without the prior
written approval of the other party; provided, however, that the Services Provider may assign this letter agreement
or any of its rights, interests or obligations hereunder to an affiliate without the prior written approval of the Company. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This
letter agreement constitutes the entire relationship of the parties hereto with respect to the subject matter described herein,
and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by and construed
in accordance with, and interpreted pursuant to, the laws of the State of New York, without giving effect to its choice of law
principles.


 


This
letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original,
but all of which together shall constitute one and the same letter agreement.


 


[Signature
Page Follows]


 




    2 


     


    




 





 


	 	Very
truly yours,
	 	 
	 	G&P
Acquisition corp. 
	 	 	 
	 	By:	/s/
    Joseph Marnikovic
	 	 	Name: Joseph Marnikovic
	 	 	Title:   Chief
    Financial Officer and Treasurer


 


AGREED
TO AND ACCEPTED BY:


 


G&P
Sponsor, LLC


 


	By:	/s/
    Michael R. Anderson	 
	 	Name: Michael R. Anderson	 
	 	Title:   Authorized
    Signatory	 




 


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