PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 11, 2021, is entered into by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Global Partner Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2021, is made and entered into by and among Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
January 11, 2021 Global Partner Acquisition Corp II Rye Brook, NY 10573Letter Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), UBS Securities LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including 2,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Ordinary Shares”), (ii) one-sixth of one redeemable warrant (the “detachable redeemable warrants”) and (iii) the contingent right to receive, in certain circumstances, following the initial business combination redemption time, another one-si
WARRANT AGREEMENT between GLOBAL PARTNER ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 11, 2021Warrant Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 11, 2021, is by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2021 by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
Global Partner Acquisition Corp II 27,500,000 Units Underwriting AgreementUnderwriting Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 27,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,500,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
CONTINGENT RIGHTS AGREEMENTContingent Rights Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This Contingent Rights Agreement (this “Agreement”) is made as of January 11, 2021 between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Rights Agent”).
INVESTMENT AGREEMENT by and among GLOBAL PARTNER ACQUISITION CORP. II, GLOBAL PARTNER SPONSOR II LLC and ENDURANCE GLOBAL PARTNER II, LLC Dated as of January 13, 2023Investment Agreement • January 18th, 2023 • Global Partner Acquisition Corp II • Blank checks • Delaware
THIS INVESTMENT AGREEMENT, dated as of January 13, 2023 (this “Agreement”) is made by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (the “SPAC”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”). The SPAC, the Sponsor and the Investor shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • January 16th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2024 by and among Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC II”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned investors (collectively, “Investor”).
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTGlobal Partner Acquisition Corp II • March 25th, 2024 • Chemicals & allied products • California
As a condition of my employment with Stardust Power Inc. (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following provisions of this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
Global Partner Acquisition Corp IIGlobal Partner Acquisition Corp II • January 15th, 2021 • Blank checks • New York
This letter agreement by and between Global Partner Acquisition Corp II (the “Company”) and Global Partner Sponsor II LLC (“GPS II”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Global Partner Acquisition Corp II JOINDER to LETTER AGREEMENT January 13, 2023Letter Agreement • March 19th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This joinder may be executed in two or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
BUSINESS COMBINATION AGREEMENT dated as of November 21, 2023 by and among GLOBAL PARTNER ACQUISITION CORP II, STRIKE mERGER sub i Inc., STRIKE merger sub ii llc., and STARDUST POWER INC.Business Combination Agreement • November 21st, 2023 • Global Partner Acquisition Corp II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of November 21, 2023, is entered into by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Acquiror (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Stardust Power Inc., a Delaware corporation (“Company”). Except as otherwise indicated, capitalized terms used in this Agreement shall have the meanings set forth in Article I.
PROMISSORY NOTE EXTENSIONGlobal Partner Acquisition Corp II • February 13th, 2024 • Chemicals & allied products
Global Partner Sponsor II LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) and Global Partner Acquisition Corp II, a Cayman Islands exempted company and blank check company (the “Maker”), mutually agree to further extend the maturity of the Promissory Note dated August 1, 2022 (the “Promissory Note”), in the principal amount of up to Two Million Dollars ($2,000,000) to the earlier of: (i) July 14, 2024, (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses (a “Business Combination”), unless accelerated upon the occurrence of an Event of Default (as defined in the Promissory Note) and (iii) the liquidation of Maker. The Payee understands that if a Business Combination is not consummated, the Promissory Note will be repaid solely to the extent that the Maker has funds available to it outside of
AMENDMENT TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 13th, 2023 • Global Partner Acquisition Corp II • Blank checks
This Amendment (this “Amendment”), dated as of December 8, 2023, to the Sponsor Letter Agreement (as defined below) is entered into by and among Global Partner Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror” and, following the Closing, the “Public Company”), Stardust Power Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), certain individuals, each of whom is a member of Acquiror’s board of directors and/or management (the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sponsor Letter Agreement (as defined below).
STARDUST POWER INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENTInvention Assignment and Arbitration Agreement • January 12th, 2024 • Global Partner Acquisition Corp II • Blank checks • Connecticut
This this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is between Roshen Pujari and Stardust Power Inc. (the “Company”). As a condition of and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following provisions of this Agreement. This Agreement is dated 22/09/2023 and is effective as of September 20, 2023.
LEASE ASSIGNMENTLease Assignment • January 12th, 2024 • Global Partner Acquisition Corp II • Blank checks
Lessor: Tower Lakes LLC, an Oklahoma limited liability company, with a mailing address of 9120 N. Kelley Ave., Suite 100, Oklahoma City, OK 73131
AMENDMENT TO THE LETTER AGREEMENTThe Letter Agreement • January 18th, 2023 • Global Partner Acquisition Corp II • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of January 13, 2023, is entered into by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
Global Partner Acquisition Corp II Thornwood, NY 10594Securities Subscription Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
This agreement (this “Agreement”) is entered into on as of the date first written above by and between Global Partner Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares,” which term shall include any Class A ordinary shares into which any such Class B ordinary shares may be converted pursuant to the Company’s memorandum and articles of association), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 21st, 2023 • Global Partner Acquisition Corp II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 21, 2023, is made by and among Global Partner Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror” and, following the Closing, the “Public Company”), Stardust Power Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), certain individuals, each of whom is a member of Acquiror’s board of directors and/or management (the “Insiders”). Sponsor, Acquiror, the Company and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), the Insiders shall be referred to herein from time to time, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherwise defi
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 24th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This Amendment No. 1 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (the “Acquiror”), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Acquiror (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Stardust Power Inc., a Delaware corporation (the “Company”), is made and entered into as of April 24, 2024, by and among Acquiror, the Merger Subs and the Company. Defined terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
PROMISSORY NOTE EXTENSIONGlobal Partner Acquisition Corp II • January 18th, 2023 • Blank checks
Global Partner Sponsor II LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) and Global Partner Acquisition Corp II, a Cayman Islands exempted company and blank check company (the “Maker”), mutually agree to extend the maturity of the Promissory Note dated August 1, 2022 (the “Promissory Note”), in the principal amount of up to Two Million Dollars ($2,000,000) to the earlier of: (i) January 14, 2024, (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses (a “Business Combination”), unless accelerated upon the occurrence of an Event of Default (as defined in the Promissory Note) and (iii) the liquidation of Maker. The Payee understands that if a Business Combination is not consummated, the Promissory Note will be repaid solely to the extent that the Maker has funds available to it outside of its
