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.
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.”
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
