PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 21st, 2020 • 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 [ ], 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 • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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”).
Global Partner Acquisition Corp II Rye Brook, NY 10573Letter Agreement • December 21st, 2020 • 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 28,750,000 of the Company’s units (including 3,750,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 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 IIGlobal Partner Acquisition Corp II • December 21st, 2020 • 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 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:
