GP-Act III Acquisition Corp.

None of our officers or directors has received any cash compensation for services rendered to us, except that Sponsor Holdco transferred to our independent directors, Messrs. Andrew Fleiss, Alexandrew Ruberti, and Sergio Pedreiro, 25,000 founder shares each (an aggregate of 75,000 founder shares) at their original purchase price prior to the closing of our Initial Public Offering.

Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will pay an affiliate of GP sponsor a total of $5,000 per month for office space, administrative and support services. Sponsor HoldCo, our co-sponsors, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to Sponsor HoldCo, our co-sponsors, directors, officers or our or any of their respective affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

Clawback Policy

We have adopted our Clawback Policy covering our executive officers. Our Clawback Policy provides that in the event of a required accounting restatement, our compensation committee will seek reimbursement of the portion of any incentive-based compensation that would not have been paid had our financial statements been correctly stated.