Exhibit
10.12





 


INDEMNITY
AGREEMENT


 


THIS INDEMNITY AGREEMENT is made as of March 10, 2021 (as amended, supplemented or otherwise modified
from time to time, this “Agreement”), by and between G&P Acquisition Corp., a Delaware corporation
(the “Company”), and Leslie D. Michelson (“Indemnitee”).


 


RECITALS


 


WHEREAS,
the board of directors of the Company (the “Board”) has determined that it is reasonable, prudent and
necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf
of persons who serve the Company to the fullest extent permitted by applicable law;


 


WHEREAS,
this Agreement is a supplement to, and in furtherance of, the amended and restated certificate of incorporation (as amended, supplemented
or otherwise modified from time to time, the “Charter”) and the bylaws (as amended, supplemented or
otherwise modified from time to time, the “Bylaws”) of the Company and any resolutions adopted pursuant
thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS,
Indemnitee may not be willing to serve as an officer or director or in another capacity without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that Indemnitee be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein
and subject to the provisions of that certain letter agreement, dated as of March 10, 2021, as amended, supplemented or otherwise
modified from time to time, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS
AND CONDITIONS


 


1.           
SERVICES TO THE COMPANY. In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve
or continue to serve as an officer, director, key employee or in any other capacity of the Company, as applicable, for so long
as Indemnitee is duly elected or appointed or until Indemnitee tenders Indemnitee’s resignation or until Indemnitee is removed.
The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as
a director, officer, key employee or in any other capacity of the Company as provided in Section 17. This Agreement shall
not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period
otherwise required by law or by other agreements or commitments of the parties, if any.



     


     


    





2.           
DEFINITIONS. As used in this Agreement:


 


(a)         
“Agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity
as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company,
joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company
or a subsidiary of the Company.


 


(b)        
“Beneficial Owner” and “Beneficial Ownership” shall have the meanings set
forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


(c)         
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement
of any of the following events:


 


(i)            Acquisition of Stock by Third Party. Other than an affiliate of G&P Sponsor, LLC (the “Sponsor”),
any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing
fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote
generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities
by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally
in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and
such acquisition would not constitute a Change in Control under clause (iii) of this definition;


 


(ii)           Change in Board of Directors. Individuals who, as of the date of this Agreement, constitute the Board, and any new director
whose appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who were directors on the date of this Agreement or whose appointment or nomination
for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason
to constitute a majority of the members of the Board;


 


(iii)         
Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities of the Company entitled to vote generally in the election of directors immediately prior to
such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%) of the combined voting power
of the then outstanding securities of the Company or the surviving or resulting entity or the ultimate parent entity that controls
such surviving or resulting entity (the “Successor”) entitled to vote generally in the election of directors
of the Successor (including, without limitation, a corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below)) in substantially
the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally
in the election of directors, (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from
such Business Combination) is the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting
power of the then outstanding securities entitled to vote generally in the election of directors of the Successor except to the
extent that such Person was the Beneficial Owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting
power of the Company prior to such Business Combination and (3) a majority of the board of directors (or comparable governing
body) of the Successor were Continuing Directors at the time of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination;



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(iv)         
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or
series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other
than factoring the Company’s current receivables or escrows due (or, if such stockholder approval is not required, the decision
by the Board to proceed with such a liquidation, sale or disposition in one transaction or a series of related transactions);
or


 


(v)           Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A (or any successor rule) (or a response to any similar item on any similar schedule or form) promulgated
under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.


 


(d)          “Corporate Status” shall mean the status of a Person who is or was a director, officer, trustee, general
partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which
such person is or was serving at the request of the Company.


 


(e)           “Delaware Court” shall mean the Court of Chancery of the State of Delaware.


 


(f)           “Disinterested Director” shall mean a director of the Company who is not and was not a party to the
Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee.


 


(g)          “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries)
is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary,
employee or agent.



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(h)           
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(i)            
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever,
including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript costs, fees
of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing
and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below),
including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company
or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding
(as defined below), including, without limitation, the principal, premium, security for and other costs relating to any cost bond,
supersedeas bond or other appeal bond or its equivalent. Notwithstanding the foregoing, “Expenses” shall
not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(j)             
“Fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan.


 


(k)           
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in
matters of corporation law and that neither presently is, nor in the past five years has been, retained to represent (i) the Company
or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this
Agreement or of other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding (as defined
below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(l)            
Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
shall mean if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan.


 


(m)         
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the date hereof; provided, however, that “Person” shall exclude (i) the Company, (ii)
any Subsidiaries (as defined below) of the Company, (iii) any employment benefit plan of the Company or of a Subsidiary (as defined
below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company and (iv) any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly
or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.



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(n)           
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional
tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will or might be involved
as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action (or failure to act) taken by Indemnitee or of any action (or failure to act) on Indemnitee’s part while acting as
a director or officer of the Company, or by reason of the fact that Indemnitee is or was serving at the request of the Company
as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each
case, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement
or advancement of expenses can be provided under this Agreement but shall not include any Enforcement Proceeding pursuant to Section
14.


 


(o)           
“Serving at the request of the Company” shall include any service as a director, officer, employee,
agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or
fiduciary with respect to an employee benefit plan, its participants or beneficiaries.


 


(p)           
“Subsidiary” shall mean, with respect to any Person, any corporation, limited liability company, partnership,
joint venture, trust or other entity of which a majority of the voting power of the voting equity securities or equity interest
is owned, directly or indirectly, by that Person.


 


3.           
INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is or is threatened
to be made a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities,
fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had
no reasonable cause to believe that Indemnitee’s conduct was unlawful.



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4.             
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. To the fullest extent permitted by applicable law, the Company
shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
was, is or is threatened to be made a party to or a participant (as a witness, deponent or otherwise) in any Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration
for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have
been finally adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any
court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification,
to be held harmless or to exoneration.


 


5.             
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this
Agreement except for Section 27, to the extent that Indemnitee was or is a party to (or a participant in) and is successful,
on the merits or otherwise, in defending any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in
defense of such Proceeding (or part thereof) but is successful, on the merits or otherwise, in defense of one or more but less
than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each such successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in defense
of such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or
matter in defense of which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to the defense of such claim, issue or matter.


 


6.             
INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement except for Section
27, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or deponent in any Proceeding
to which Indemnitee was not or is not a party or threatened to be made a party, Indemnitee shall, to the fullest extent permitted
by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


 


7.             
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. Notwithstanding any limitation in Section 3, 4
or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including
a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses and judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding.



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8.           
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


(a)            
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided
for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying,
holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether
for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any
right of contribution it may have at any time against Indemnitee.


 


(b)            
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(c)            
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may
be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.


 


9.           
EXCLUSIONS. Notwithstanding any provision in this Agreement except for Section 27, the Company shall not be obligated
under this Agreement to make any indemnification, advance expenses, hold harmless or exoneration payment in connection with any
claim made against Indemnitee:


 


(a)           
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy, contract, agreement or
other indemnity or advancement provision or otherwise, except with respect to any excess beyond the amount actually received under
any insurance policy, contract, agreement, other indemnity or advancement provision or otherwise;


 


(b)           
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar provisions of state statutory law or
common law; or


 


(c)            
except as otherwise provided in Sections 14(f) through (g), prior to a Change in Control, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, advance
of expenses, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under
applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances
are unavailable from any insurance policy of the Company covering Indemnitee.



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10.         
ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


 


(a)            
Notwithstanding any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited
by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred
by Indemnitee within three (3) months) in connection with any Proceeding within ten (10) days after the receipt by the Company
of a statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding. Advances
shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent permitted
by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate
entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include
any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred
preparing and forwarding statements to the Company to support the advances claimed. Indemnitee shall qualify for advances upon
the execution and delivery of this Agreement, which shall constitute Indemnitee’s undertaking, but only to the extent such
an undertaking is required by applicable law, to repay the advanced amounts to the extent that it is ultimately determined that
Indemnitee is not entitled to be indemnified, held harmless or exonerated by the Company under the provisions of this Agreement,
the Charter, the Bylaws of the Company, applicable law or otherwise. This Section 10(a) shall not apply to any claim made
by Indemnitee for which an indemnification, advance of expenses, hold harmless or exoneration payment is excluded pursuant to
Section 9.


 


(b)            
The Company shall be entitled to participate in the Proceeding at its own expense.


 


(c)            
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, liability,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.


 


11.         
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


(a)            
Indemnitee agrees to promptly notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.



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(b)           
Indemnitee may deliver to the Company written application(s) to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in Indemnitee’s sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 12(a).


 


12.         
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


 


(a)            
A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods: (i) if no Change of Control has occurred (x) by a majority vote of the Disinterested
Directors, even if less than a quorum of the Board, (y) by a committee of Disinterested Directors, even if less than a quorum
of the Board, or (z) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control has occurred,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company shall
promptly advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification,
including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee
shall reasonably cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such Person upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any costs or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating
with the Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.



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(b)           
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a),
the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel
so selected meets the requirements of “Independent Counsel” as defined in Section 2. If the Independent
Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the
Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2. In either event, Indemnitee or the Company, as the case may be, may, within
ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the
case may be, a written objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and
substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission
by Indemnitee of a written request for indemnification pursuant to Section 11(b), no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Delaware Court, and the Person with respect to whom all objections are so resolved
or the Person so appointed shall act as Independent Counsel under Section 12(a). Upon the due commencement of any judicial
proceeding or arbitration pursuant to Section 14(a), Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(c)           
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such
Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


13.         
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


(a)            
In making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall
presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 11(b), and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the
Company (including by the Disinterested Directors or Independent Counsel) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, nor an actual determination by the Company (including by the Disinterested Directors or Independent Counsel)
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct. 






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(b)           
If the Person empowered or selected under Section 12 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided,
however, that such thirty (30)-day period may be extended for a reasonable time, not to exceed an additional fifteen (15)
days, if the Person making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto.


 


(c)            
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(d)           
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors, manager or officers of the Enterprise in the course of their duties, or on the advice of legal
counsel for the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or managing
member, or on information or records given or reports made to the Enterprise, the Board, any committee of the Board or any director,
trustee, general partner, manager or managing member, by an independent certified public accountant or by an appraiser or other
expert selected by the Enterprise, the Board, any committee of the Board or any director, trustee, general partner, manager or
managing member. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


(e)           
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, manager, managing member, fiduciary,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


14.         
REMEDIES OF INDEMNITEE.


 


(a)            
In the event that (i) a determination is made pursuant to Section 12 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant
to Section 10, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a)
within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is
not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) within ten (10) days after
receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section
8, (vi) payment of indemnification pursuant to Section 3 or 4 is not made within ten (10) days after a determination
has been made that Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or
exoneration rights under this Agreement or otherwise is not made in accordance with this Agreement, Indemnitee shall be entitled
to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.
Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions
of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration. Such adjudication or arbitration proceeding is
referred to herein as “Enforcement Proceeding.”



    11 


     


    



(b)           
In the event that a determination shall have been made pursuant to Section 12(a) that Indemnitee is not entitled to indemnification,
any Enforcement Proceeding shall be conducted in all respects as a de novo trial or arbitration on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination.


 


(c)            
In any Enforcement Proceeding, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated and to
receive advancement of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled
to be indemnified, held harmless, exonerated and to receive advancement of Expenses, as the case may be, and the Company may not
refer to or introduce into evidence any determination pursuant to Section 12(a) adverse to Indemnitee for any purpose.
If Indemnitee commences an Enforcement Proceeding, Indemnitee shall not be required to reimburse the Company for any advances
pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification
(as to which all rights of appeal have been exhausted or lapsed).


 


(d)           
If a determination shall have been made pursuant to Section 12(a) that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in Enforcement Proceeding, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the
request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(e)            
The Company shall be precluded from asserting in Enforcement Proceeding that the procedures and presumptions of this Agreement
are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement.



    12 


     


    



(f)            
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses (assuming
for purposes of this sentence that all references to a Proceeding in the definition of Expenses were references to an Enforcement
Proceeding) and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request)
pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection
with any Enforcement Proceeding brought by Indemnitee (i) to enforce Indemnitee’s rights under, or to recover damages for
breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision
of the Charter, or the Bylaws now or hereafter in effect or (ii) for recovery or advances under any insurance policy maintained
by any Person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled
to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may
be (unless such Enforcement Proceeding was not brought by Indemnitee in good faith).


 


(g)           
Interest shall be paid by the Company to Indemnitee at a rate to be agreed between the Company and Indemnitee for amounts which
the Company indemnifies, holds harmless, exonerates or advances, or is obliged to indemnify, hold harmless or exonerate or advance
for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution,
reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.


 


15.        
SECURITY. Notwithstanding anything herein to the contrary except for Section 27, to the extent requested by Indemnitee
and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s
obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided
to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


 


16.         
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


(a)            
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders, a resolution of
directors or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,
commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal, except as may otherwise be expressly set
forth in such amendment, alteration or repeal and mutually agreed by Indemnitee and the Company. To the extent that a change in
applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights
or advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent
of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the concurrent assertion
or employment of any other right or remedy.



    13 


     


    



(b)           
The Delaware General Corporation Law (the “DGCL”), the Charter and the Bylaws permit the Company to
purchase and maintain insurance or furnish similar protection or make other arrangements, including, but not limited to, providing
a trust fund, letter of credit or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee
against any liability asserted against Indemnitee or incurred by or on behalf of Indemnitee or in such capacity as a director,
officer, employee or agent of the Company, or arising out of Indemnitee’s status as such, whether or not the Company would
have the power to indemnify Indemnitee against such liability under the provisions of this Agreement or under the DGCL, as it
may then be in effect. The purchase, establishment and maintenance of any such Indemnification Arrangement shall not in any way
limit or affect the rights and obligations of the Company or Indemnitee under this Agreement except as expressly provided herein,
and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights
and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.


 


(c)            
To the extent that any member of the Company Group maintains an insurance policy or policies providing liability insurance for
directors, officers, trustees, partners, managers, managing members, fiduciaries, employees or agents of the Company Group or
of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
trustee, partner, manager, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company
receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or
otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding
to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take or cause
to be taken all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a
result of such Proceeding in accordance with the terms of such policies.


 


(d)           
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated to
the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights.


 


(e)            
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was
serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may
pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights
against any person or entity other than the Company.



    14 


     


    



(f)            
To the extent Indemnitee has rights to indemnification, advancement of expenses and/or insurance provided by the Sponsor or its
affiliates as applicable, (i) the Company shall be the indemnitor of first resort (i.e., that its obligations to Indemnitee
are primary and any obligation of the Sponsor or its affiliates, as applicable, to advance expenses or to provide indemnification
for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) the Company shall be required to advance the
full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all claims, liabilities, damages, losses,
costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties
and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) to the extent
legally permitted and as required by the terms of this Agreement, the Charter, the Bylaws or another agreement of the Company,
without regard to any rights Indemnitee may have against the Sponsor or its affiliates, as applicable, and (iii) the Company irrevocably
waives, relinquishes and releases the Sponsor and its affiliates, as applicable, from any and all claims against them for contribution,
subrogation or any other recovery of any kind in respect thereof. No advancement or payment by the Sponsor or its affiliates,
as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company
shall affect the foregoing, and the Sponsor and its affiliates, as applicable, shall have a right of contribution and be subrogated
to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.


 


17.         
DURATION OF AGREEMENT. All agreements and obligations of the Company contained herein shall continue during the period
Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise
which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to
any possible Proceeding or Enforcement Proceeding (including any rights of appeal thereto) by reason of Indemnitee’s Corporate
Status, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.


 


18.         
SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for
any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section, paragraph or sentence of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or
impaired thereby and shall remain enforceable to the fullest extent permitted by law, (b) such provision or provisions shall be
deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.



    15 


     


    



19.         
ENFORCEMENT AND BINDING EFFECT.


 


(a)            
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company Group, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company Group.


 


(b)           
Without limiting any of the rights of Indemnitee under the Charter or the Bylaws, this Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral,
written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)            
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement
shall be binding upon and be enforceable by the parties hereto and their respective successors and permitted assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Company, but subject to such successor’s compliance with Section 19(d)), shall continue as to Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or a director, officer, trustee, general partner, manager,
managing member, fiduciary, employee or agent of any other Enterprise at the Company’s request, and shall inure to the benefit
of Indemnitee and Indemnitee’s spouse, permitted assigns, heirs, devisees, executors and administrators and other legal
representatives.


 


(d)           
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


(e)            
The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other
things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm
and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining
any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest
extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other security in connection therewith.
The Company acknowledges that, in the absence of a waiver, a bond or other security may be required of Indemnitee by a court of
competent jurisdiction. The Company hereby waives any such requirement of such a bond or other security to the fullest extent
permitted by law.



    16 


     


    



20.         
MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by the Company and Indemnitee. No waiver of any provision of this Agreement shall be enforceable unless in writing and
signed by the party against whom it is to be enforced. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21.         
NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day
after the date on which it is so mailed:


 


(a)          If to Indemnitee, to:


 





c/o
G&P Acquisition Corp.





222
Bellevue Avenue


Newport,
Rhode Island 02840


Attention:
Leslie D. Michelson


 


or
such other address as Indemnitee shall provide in writing to the Company.


 


(b)         
If to the Company, to:


 


G&P
Acquisition Corp.


222
Bellevue Avenue


Newport,
Rhode Island 02840


Attention:
General Counsel


 


With
a copy, which shall not constitute notice, to


 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP





1285
Avenue of the Americas





New
York, New York 10019





Attention:
Raphael M. Russo



    17 


     


    



or
to any other address as may have been furnished to Indemnitee in writing by the Company.


 


22.           
APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a), to the fullest extent permitted
by law, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out
of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court
in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the
Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection
to the laying of venue of any such action or proceeding in the Delaware Court and (d) waive, and agree not to plead or to make,
any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the
mailing of process and other papers in connection with any such action or proceeding in the manner provided by Section 21
or in such other manner as may be permitted by law, shall be valid and sufficient service thereof.


 


23.           
IDENTICAL COUNTERPARTS. This 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 Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


24.           
MISCELLANEOUS. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


 


25.           
ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other
procedure is required to the fullest extent permitted by law, the Company undertakes to cause such act, resolution, approval or
other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


26.           
WAIVER OF CLAIMS TO TRUST ACCOUNT. Indemnitee hereby agrees that it does not have any right, title, interest or claim of
any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the
Company’s initial public offering for the benefit of the Company and holders of shares issued in such initial public offering
and hereby waives any Claim it may have in the future as a result of, or arising out of, any services provided to the Company
and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees
that any indemnification provided hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds
outside of the trust account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.



    18 


     


    



27.           
MAINTENANCE OF INSURANCE. The Company shall use commercially reasonable efforts to obtain and maintain in effect during
the entire period for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance
with reputable insurance companies to provide the directors and/or officers of the Company with coverage for losses from wrongful
acts and omissions and to ensure the Company’s performance of its indemnification obligations under this Agreement. Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available
for any such director or officer under such policy or policies. In all such insurance policies, Indemnitee shall be named as an
insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably insured
of the Company’s directors and officers.


 


[Signature
Pages Follow]






    19 


     


    

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


 





	 	G&P ACQUISITION CORP. 
	 	 	 
	 	By:	/s/ Joseph Marnikovic
	 	 	Name: Joseph Marnikovic
	 	 	Title:   Chief Financial Officer and Treasurer
	 	 	 
	 	INDEMNITEE:
	 	 
	 	By:	/s/ Leslie D. Michelson
	 	 	Name: Leslie D. Michelson 




 


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