Exhibit 10.8   


 


[BLACKROCK] WARRANTS PURCHASE AGREEMENT




 


THIS [BLACKROCK] WARRANTS PURCHASE AGREEMENT,
dated as of [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into
by and between LCP Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [BlackRock Entity],
a Delaware corporation (the “Purchaser”).


 


WHEREAS:


 


The Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary
share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable
warrant;


 


Each whole warrant entitles the holder to
purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and


 


The Purchaser has agreed to purchase an aggregate
of 833,333 warrants (or up to 913,333 warrants depending on the extent to which the underwriters in the Public Offering exercise
their over-allotment option) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase
one Ordinary Share at an exercise price of $11.50 per Ordinary Share.


 


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:


 


AGREEMENT


 


Section 1. Authorization, Purchase and
Sale; Terms of the Sponsor Warrants.


 


A. Authorization of the
Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase
and Sale of the Sponsor Warrants.


 


(i) On the date of the consummation of the
Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company,
833,333 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $1,250,000 (the “Purchase
Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to
the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the
payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at
its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered
in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.


 


(ii) On the date of any closing of the over-allotment
option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the
Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and
the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and
sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 80,000 Sponsor Warrants, in the
same proportion as the amount of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase
price of up to $120,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day
prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing
Date, following the payment by the Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds
to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser
on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 




    


     


    

 


C. Terms
of the Sponsor Warrants.


 


(i) Each Sponsor Warrant shall have the
terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering
(a “Warrant Agreement”) and shall be subject to the terms of a letter agreement to be entered into by the Company,
the Purchaser and the other parties thereto in connection with the Public Offering.


 


(ii) At the time of, or prior to, the closing
of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.


 


Section 2. Representations and Warranties of the Company. As
a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents
and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A. Organization and Corporate
Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman
Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all
requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant
Agreement.


 


B. Authorization;
No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of each Closing Date. This Agreement constitutes
the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and
payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms as of each Closing Date.


 


(ii) The execution and delivery by the Company
of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the Ordinary Shares
upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the
Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions
of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s
share capital or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or
other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant
to, the amended and restated memorandum and articles of association of the Company (in effect on the date hereof or as may be amended
prior to completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.


 


C. Title to Securities.
Upon issuance in accordance with, and payment pursuant to, and registration in the register of members of the Company, the terms
hereof and the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued,
fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
the Purchaser will have good title to the Sponsor Warrants and the Ordinary Shares issuable upon exercise of such Sponsor Warrants,
free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under
the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 




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D. Governmental Consents.
No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection
with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby.


 


E. Regulation D Qualification.
Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders
of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act.


 


Section 3. Representations and Warranties of the Purchaser. As
a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser, the
Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date)
that:


 


A. Organization and Requisite
Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by
this Agreement.


 


B. Authorization;
No Breach.


 


(i) This Agreement constitutes a valid and
binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general
equitable principles (whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each
Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument,
order, judgment or decree to which the Purchaser is subject.


 


C. Investment
Representations.


 


(i) The Purchaser is acquiring the Sponsor
Warrants and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with,
any public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule
506(d) of Regulation D under the Securities Act.


 


(iii) The Purchaser understands that the
Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the
United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv) The Purchaser decided to enter into
this Agreement not as a result of any general solicitation or general advertising within the meaning of Rule 502(c) of Regulation
D under the Securities Act.


 


(v) The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of
the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of
the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a
high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 




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(vi) The Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
passed upon or endorsed the merits of the offering of the Securities.


 


(vii) The Purchaser understands that: (a)
the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be
offered for sale, sold, assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption
therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person
is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the Securities and Exchange Commission
(the “SEC”) has taken the position that promoters or affiliates of a blank check company and their transferees,
both before and after a Business Combination, are deemed to be “underwriters” under the Securities Act when reselling
the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can
be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.


 


(viii) The Purchaser has such knowledge
and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and
will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities.
The Purchaser can afford a complete loss of its investments in the Securities.


 


(ix) The Purchaser understands that the
Sponsor Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.


 


Section 4. Conditions of the Purchaser’s Obligations. The
obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment, on or before each Closing
Date, of each of the following conditions:


 


A. Representations and
Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of
such Closing Date as though then made.


 


B. Performance. The
Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by it on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section 5. Conditions of the Company’s
Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or
before each Closing Date, of each of the following conditions:


 


A. Representations and
Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as
of such Closing Date as though then made.


 




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B. Performance. The
Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that are
required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. No Injunction.
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D. Warrant Agreement.
The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section 6. Termination. This Agreement may be terminated
at any time after December 31, 2021 upon the election by either the Company or the Purchaser upon written notice to the other
party if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations and Warranties. All
of the representations and warranties contained herein shall survive each Closing Date.


 


Section 8. Definitions. Terms used but not otherwise
defined in this Agreement shall have the meaning assigned to such terms in the registration statement on Form S-1 the Company has
filed with the SEC, under the Securities Act.


 


Section 9. Miscellaneous.


 


A. Successors
and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
other than assignments by the Purchaser to affiliates thereof.


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D. Descriptive Headings;
Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather
than by limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


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


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY:
	 	 
	 	LCP ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	
	 	[BLACKROCK]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature page to [BLACKROCK] Warrants
Purchase Agreement]


 


 


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