Global Partner Acquisition Corp II Sample Contracts
INDEMNITY AGREEMENTIndemnity Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledDecember 21st, 2020 Company Industry JurisdictionTHIS 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionThis 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionTHIS 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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK STARDUST POWER INC.Warrant Agreement • March 17th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals
Contract Type FiledMarch 17th, 2025 Company IndustryTHIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time beginning on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stardust Power Inc., a Delaware corporation (the “Company”), up to [_] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionTHIS 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 10573Underwriting Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionThis 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
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionTHIS 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledJanuary 15th, 2025 Company Industry JurisdictionThis Securities Purchase Agreement (this “Agreement”) is dated as of [__] [ ], 2025, between Stardust Power Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 28th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledJanuary 28th, 2025 Company Industry Jurisdiction
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2024 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals
Contract Type FiledOctober 7th, 2024 Company IndustryThis REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Stardust Power Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of October 7, 2024 by and between STARDUST POWER INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • October 7th, 2024 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledOctober 7th, 2024 Company Industry JurisdictionThis COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 7, 2024 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Stardust Power Inc., a Delaware corporation (the “Company”).
ContractPlacement Agency Agreement • January 28th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledJanuary 28th, 2025 Company Industry JurisdictionSubject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Stardust Power Inc., a Delaware corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) shares of common stock, par value $0.0001 per share (“Common Stock”), (ii) pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase Common Stock (the “Common Warrants” and collectively with the Pre-Funded Warrants, the “Warrants”). The Common Stock and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities and shares of
Global Partner Acquisition Corp II 27,500,000 Units Underwriting AgreementUnderwriting Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionGlobal 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”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK STARDUST POWER INC.Warrant to Purchase Shares of Common Stock • January 15th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals
Contract Type FiledJanuary 15th, 2025 Company IndustryTHIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Stardust Power Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONTINGENT RIGHTS AGREEMENTContingent Rights Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionThis 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”).
UNDERWRITING AGREEMENT June 17, 2025Underwriting Agreement • June 18th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledJune 18th, 2025 Company Industry JurisdictionStardust Power Inc., a Delaware corporation (the “Company”), agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) an aggregate of 21,500,000 of the Company’s shares of Common Stock, $0.0001 par value per share (“Common Stock”; such 21,500,000 offered shares of Common Stock the “Closing Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 3,225,000 additional shares of Common Stock representing fifteen percent (15.0%) of the Closing Shares sold in the offering (the “Option Shares”). The Closing Shares and the Option Shares are herein referred to collectively as the “Shares”. The number of Shares to be purchased by the Underwriter is set forth opposite its name in Schedule 4.1.2 hereto. Aegis Capital Corp. has agreed to act as the Underwriter in connection with the offering and sale of the Securities.
WARRANT NUMBER: A-[_]Warrant Agreement • May 1st, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • Delaware
Contract Type FiledMay 1st, 2025 Company Industry JurisdictionTHIS WARRANT MAY NOT BE TRANSFERRED EXCEPT WITH THE WRITTEN CONSENT OF STARDUST POWER INC. (THE “COMPANY”). THE WARRANT REPRESENTED HEREBY AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON HOLDERS’ EXERCISE HEREOF, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF ARE SUBJECT TO SIGNIFICANT OWNERSHIP AND TRANSFER RESTRICTIONS AS PROVIDED HEREIN AND IN THE SUBSCRIPTION AGREEMENT OR AS A RESULT OF APPLICABLE LAWS, INCLUDING FEDERAL AND STATE SECURITIES LAWS. FURTHER, THE WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY (I) TO THE COMPANY OR A SUBSIDIARY THEREOF, (II) PURSUANT TO AN EFFECT
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
Contract Type FiledJanuary 18th, 2023 Company Industry JurisdictionTHIS 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.
Stardust Power Inc. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENTAt-Will Employment Agreement • January 7th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
Contract Type FiledJanuary 7th, 2025 Company Industry JurisdictionThis this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is between Chris Edward Celano 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 January 6, 2024 and is effective, at the earliest, as of January 1, 2025.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2024 • Stardust Power Inc. • Chemicals & allied products • Delaware
Contract Type FiledJuly 12th, 2024 Company Industry JurisdictionThis Indemnification Agreement (this “Agreement”) dated the day of , 2024, by and between Stardust Power Inc., a Delaware corporation (f/k/a Global Partner Acquisition Corp II, the “Company”), and , an individual (“Indemnitee”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Business Combination Agreement.
STOCKHOLDER AGREEMENTStockholder Agreement • July 12th, 2024 • Stardust Power Inc. • Chemicals & allied products • Delaware
Contract Type FiledJuly 12th, 2024 Company Industry JurisdictionTHIS STOCKHOLDER AGREEMENT (this “Agreement”), is made as of July 8, 2024, by and among Stardust Power Inc., a Delaware corporation (formerly known as Global Partner Acquisition Corp II, a Delaware corporation (the “Company”)), Global Partner Sponsor II LLC, a Delaware limited liability company (together with its Affiliates, “Sponsor”), and Roshan Pujari (together with his Affiliates, “Roshan Pujari” and, together with Sponsor, each a “Stockholder” and, collectively, the “Stockholders”). This Agreement shall become effective upon the consummation of the Mergers (the “Closing”) contemplated by that certain Business Combination Agreement, dated as of November 21, 2023, among the Company, Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of the Company, Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of the Company, and Stardust Power Inc., a Delaware corporation (as amended, supplemented or otherwise mo
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
Contract Type FiledJanuary 16th, 2024 Company Industry JurisdictionThis 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 AGREEMENTAt-Will Employment Agreement • March 25th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • California
Contract Type FiledMarch 25th, 2024 Company Industry JurisdictionAs 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 IIAdministrative Support Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Contract Type FiledJanuary 15th, 2021 Company Industry JurisdictionThis 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”):
SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
Contract Type FiledJune 21st, 2024 Company IndustryThis subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC”), which shall be domesticated as a Delaware corporation prior to the consummation of the Transaction (as defined herein), and the undersigned subscriber (“you” or “Subscriber”), in connection with the Business Combination Agreement, dated as of November 21, 2023 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among GPAC, Strike Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of GPAC (“Merger Sub I”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GPAC (“Merger Sub II”), and Stardust Power Inc., a Delaware corporation (“Stardust Power”), pursuant to which, among other things, Stardust Power will merge with and into Merger Su
Global Partner Acquisition Corp II JOINDER to LETTER AGREEMENT January 13, 2023Letter Agreement • March 19th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
Contract Type FiledMarch 19th, 2024 Company IndustryThis 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.
Amendment No. 1 to Services AgreementServices Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
Contract Type FiledMay 7th, 2024 Company IndustryThis amendment, dated June 1, 2023 (this “Amendment”) amends the Services Agreement, dated, March 16, 2023 (the “Original Agreement” and as modified by this Amendment, the “Agreement”), between VIKASA Capital Partners LLC (“we” or “VIKASA”) and Stardust Power Inc. on behalf of itself and its affiliated entities (“you” or “Client”) related to VIKASA providing services related to capital markets advisory including capital raising and a potential special purpose acquisition company (“SPAC”) combination. Capitalized terms used, but not otherwise defined, in this Amendment shall have the respective meanings ascribed to them in the Original Agreement and identical terms defined in this Amendment and in the Original Agreement shall have the respective meanings ascribed to them herein. The Original Agreement was executed pursuant to the Agreement, dated March 16, 2023, between VIKASA Capital Partners LLC and Stardust Power, Inc. (the “Agreement”).
GUARANTYGuaranty • December 31st, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • Delaware
Contract Type FiledDecember 31st, 2025 Company Industry JurisdictionGUARANTY (the “Guaranty”), dated as of December 23, 2025, by STARDUST POWER LLC, a Delaware limited liability company (“Stardust LLC”) and STRIKE MERGER SUB II, LLC, a Delaware limited liability company (“Strike” and, collectively with Stardust LLC, the “Guarantors” and each, a “Guarantor”) in favor of LIND GLOBAL ASSET MANAGEMENT XIII LLC (the “Lender”).
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
Contract Type FiledNovember 21st, 2023 Company Industry JurisdictionThis 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.
AMENDMENT TO Common stock purchase agreementCommon Stock Purchase Agreement • May 16th, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals
Contract Type FiledMay 16th, 2025 Company IndustryThis AMENDMENT TO THE COMMON STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of May 15, 2025, by and between Stardust Power Inc., a Delaware company (the “Company”), and B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”).
PROMISSORY NOTE EXTENSIONPromissory Note Extension • February 13th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
Contract Type FiledFebruary 13th, 2024 Company IndustryGlobal 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
Contract Type FiledDecember 13th, 2023 Company IndustryThis 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).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 21st, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
Contract Type FiledJune 21st, 2024 Company IndustryThis Amendment No. 2 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023, as amended by that Amendment No. 1 to Business Combination Agreement, dated as of April 24, 2024 (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 June 21, 2024, by and among Acquiror, the Merger Subs and the Company. Defined terms used herein and not otherwise defined herein shall h
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • May 1st, 2025 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals
Contract Type FiledMay 1st, 2025 Company IndustryThis securities subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Stardust Power Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“you” or “Subscriber”).
CONTRACT FOR PURCHASE AND SALE OF REAL ESTATEContract for Purchase and Sale of Real Estate • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • Oklahoma
Contract Type FiledMay 7th, 2024 Company Industry JurisdictionTHIS CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (“Contract”) is made and entered into on January 10, 2024 (the “Effective Date”), by and between CITY OF MUSKOGEE, a charter city organized under the constitution of the State of Oklahoma, hereafter referred to as “Seller”, and STARDUST POWER LLC, a Delaware limited liability company, licensed to do business in the State of Oklahoma, hereinafter referred to as “Buyer”. Buyer and Seller may each be referred to herein as a “Party” and collectively as the “Parties”.
