UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2024
GLOBAL PARTNER ACQUISITION CORP II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-39875 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
200 Park Avenue 32nd Floor
New York, NY |
|
10166 |
| (Address of principal executive offices) |
|
(Zip Code) |
(646) 585-8975
Registrant’s telephone number, including
area code
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-sixth of one redeemable warrant |
|
GPACU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units |
|
GPAC |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants included as part of the units |
|
GPACW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on December 13, 2023,
Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company” or “GPAC II”), Global Partner
Sponsor II LLC (the “Sponsor”), Stardust Power Inc., a Delaware corporation (the “Stardust Power”), and certain
individuals party thereto (collectively, the “Parties”), entered into an amendment to that certain sponsor letter agreement,
dated as of November 21, 2023 (the “Sponsor Letter Agreement”), by and among the Parties, pursuant to which the Parties have
agreed that, among other things, the Sponsor shall not be prohibited from transferring (in lieu of forfeiting) up to a maximum aggregate
of 170,000 Forfeited Shares (as defined in the Sponsor Letter Agreement) in connection with any non-redemption agreement and assignment
of economic interest (or other similar agreement) entered into by the Company and Sponsor prior to the closing of the transactions contemplated
by that certain business combination agreement, dated November 21, 2023, by and among GPAC II, Strike Merger Sub I, Inc., a Delaware corporation
and a wholly owned subsidiary of GPAC II, Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary
of GPAC II, and Stardust Power, as it may be amended and supplemented from time to time, and that any such transfer shall reduce the number
of Forfeited Shares on a one-for-one basis.
On December 18, 2023, the Company filed a definitive
proxy statement (the “Extension Proxy”) for its extraordinary general meeting (the “Extension Meeting”), scheduled
to be held on January 9, 2024, at which the Company’s shareholders will vote on, among other things, (i) a proposal to amend the
Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”)
to further extend the period of time by which the Company has to consummate an initial business combination to July 14, 2024 (the “Extension
Amendment Proposal”); (ii) a proposal to amend the Memorandum and Articles of Association to eliminate the limitation that the Company
may not redeem Class A Ordinary Shares to the extent that such redemption would result in the Company having net tangible assets of less
than $5,000,001 (the “Redemption Limitation Amendment Proposal”); and (iii) a proposal to amend the Memorandum and Articles
of Association to provide for the right of a holder of Class B ordinary shares, par value $0.0001
per share (“Class B Ordinary Shares”) of the Company to convert its shares of Class B Ordinary Shares into shares
of Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”)
on a one-to-one basis at any time and from time to time at the election of the holder for a total of 170,000 Class B Ordinary Shares (the
“Founder Conversion Amendment Proposal”). In connection with the Extension Meeting, the Company and the Sponsor intend to
enter into non-redemption agreements (the “Non-Redemption Agreements”) with certain unaffiliated third parties pursuant to
which (i) such third parties shall agree to not redeem (or validly rescind any redemption requests on) their Class A Ordinary Shares (the
“Non-Redeemed Shares”) in connection with the Extension Meeting and (ii) in exchange for the foregoing commitments not to
redeem such Class A Ordinary Shares, the Sponsor will agree to transfer Class B Ordinary Shares held by the Sponsor to such third parties
promptly following the consummation of an initial business combination if such third parties continue to hold such Non-Redeemed Shares
through the Extension Meeting.
In addition, if the Founder Conversion
Amendment Proposal is approved, the Company and the Sponsor will convert up to an aggregate of 7,330,000 of Class B Ordinary Shares
into Class A Ordinary Shares. Upon conversion of Class B Ordinary Shares to Class A Ordinary Shares, such Class A Ordinary Shares
will not be entitled to receive funds from the trust account through redemptions or otherwise and will remain subject to the
existing transfer restrictions.
The Non-Redemption Agreements are not expected
to increase the likelihood that the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion
Amendment Proposal are approved by shareholders but are expected to increase the amount of funds that remain in the Company’s trust
account following the Extension Meeting, relative to the amount remaining in the trust account in the absence of the Non-Redemption Agreements.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION
INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED
HEREIN.
The foregoing description of the Non-Redemption
Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed
hereto as Exhibit 10.1 and incorporated herein by reference.
Forward-Looking Statements
The information included herein include “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. All statements,
other than statements of present or historical fact included herein, regarding the proposed business combination, GPAC II’s and
Stardust Power’s ability to consummate the transaction, the benefits of the transaction, GPAC II’s and Stardust Power’s
future financial performance following the transaction, as well as GPAC II’s and Stardust Power’s strategy, future operations,
financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking
statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words.
These forward-looking statements are based on
GPAC II’s and Stardust Power’s management’s current expectations and assumptions about future events and are based on
currently available information as to the outcome and timing of future events. GPAC II and Stardust Power caution you that these forward-looking
statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of
GPAC II and Stardust Power. These risks include, but are not limited to, (i) the risk that the proposed business combination may not be
completed in a timely manner or at all, which may adversely affect the price of GPAC II’s securities; (ii) the risk that the proposed
business combination may not be completed by GPAC II’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by GPAC II; (iii) the failure to satisfy the conditions to the consummation of the proposed
business combination, including the approval of the proposed business combination by GPAC II’s shareholders and Stardust Power’s
stockholders, the satisfaction of the minimum trust account amount following redemptions by GPAC II’s public shareholders and the
receipt of certain governmental and regulatory approvals; (iv) the effect of the announcement or pendency of the proposed business combination
on Stardust Power’s business relationships, performance, and business generally; (v) risks that the proposed business combination
disrupts current plans of Stardust Power and potential difficulties in Stardust Power’s employee retention as a result of the proposed
business combination; (vi) the outcome of any legal proceedings that may be instituted against GPAC II or Stardust Power related to the
agreement and the proposed business combination; (vii) changes to the proposed structure of the business combination that may be required
or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination;
(viii) the ability to maintain the listing of GPAC II’s securities on the Nasdaq; (ix) the price of GPAC II’s securities,
including volatility resulting from changes in the competitive and highly regulated industries in which Stardust Power plans to operate,
variations in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and changes in
the combined capital structure; (x) the ability to implement business plans, forecasts, and other expectations after the completion of
the proposed business combination, and identify and realize additional opportunities; (xi) the impact of the global COVID-19 pandemic;
and (xii) other risks and uncertainties related to the transaction set forth in the sections entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in GPAC II’s prospectus relating to its initial Public Offering (File No. 333-351558)
declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 11, 2021 and other documents filed,
or to be filed with the SEC by GPAC II, including GPAC II’s periodic filings with the SEC, including GPAC II’s Annual Report
on Form 10-K filed with the SEC on March 31, 2023 and any subsequently filed Quarterly Report on Form 10-Q. GPAC II’s SEC filings
are available publicly on the SEC’s website at http://www.sec.gov.
The foregoing list of factors is not exhaustive.
There may be additional risks that neither GPAC II nor Stardust Power presently know or that GPAC II or Stardust Power currently believe
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully
consider the foregoing factors and the other risks and uncertainties that are described in GPAC II’s Extension Proxy and will be
described in GPAC II’s proxy statement contained in the registration statement on Form S-4 (the “Registration Statement”),
including those under “Risk Factors” therein, and other documents filed by GPAC II from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned
not to put undue reliance on forward-looking statements, and GPAC II and Stardust Power assume no obligation and, except as required by
law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither GPAC II nor Stardust Power gives any assurance that either GPAC II or Stardust Power will achieve its expectations.
Important Information About the Business Combination
and Where to Find It
In connection with the proposed business combination,
GPAC II will file a Registration Statement with the SEC that will include a preliminary prospectus with respect to GPAC II’s securities
to be issued in connection with the proposed transactions and a preliminary proxy statement with respect to the shareholder meeting of
GPAC II to vote on the proposed transactions (the “proxy statement/prospectus”). GPAC II may also file other documents regarding
the proposed business combination with the SEC. The proxy statement/prospectus will contain important information about the proposed business
combination and the other matters to be voted upon at an extraordinary general meeting of GPAC II’s shareholders to be held to approve
the proposed business combination and other matters and may contain information that an investor may consider important in making a decision
regarding an investment in GPAC II’s securities. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF GPAC II AND OTHER INTERESTED
PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO)
AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GPAC II, STARDUST POWER AND THE PROPOSED BUSINESS COMBINATION.
After the Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the Registration Statement
will be mailed to shareholders of GPAC II as of a record date to be established for voting on the proposed transaction. Once available,
shareholders of GPAC II will also be able to obtain free copies of the Registration Statement, including the proxy statement/prospectus,
and other documents containing important information about GPAC II and Stardust Power once such documents are filed with the SEC, through
the website maintained by the SEC at http://www.sec.gov or by directing a request to Global Partner Acquisition Corp II, 200 Park Avenue
32nd Floor, New York, New York 10166, attention: Global Partner Sponsor II LLC.
Participants in the Solicitation
GPAC II, Stardust Power and certain of their respective
directors and executive officers may be deemed participants in the solicitation of proxies from GPAC II’s shareholders with respect
to the proposed business combination. A list of the names of those directors and executive officers of GPAC II and a description of their
interests in GPAC II is set forth in GPAC II’s filings with the SEC (including GPAC II’s prospectus relating to its initial
public offering (File No. 333-251558) declared effective by the SEC on January 11, 2021, the Extension Proxy, GPAC II’s Annual Report
on Form 10-K filed with the SEC on March 31, 2023 and subsequent filings on Form 10-Q and Form 4). Additional information regarding the
interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading
the Registration Statement. The documents described in this paragraph are available free of charge at the SEC’s website at www.sec.gov,
or by directing a request to Global Partner Acquisition Corp II, 200 Park Avenue 32nd Floor, New York, New York 10166, attention: Global
Partner Sponsor II LLC. Additional information regarding the names and interests of such participants will be contained in the Registration
Statement for the proposed business combination when available.
No Offer or Solicitation
This Current Report is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and is not
intended to and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of GPAC II, Stardust Power or
the combined company or a solicitation of any vote or approval, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January 2, 2024
| GLOBAL PARTNER ACQUISITION CORP II |
|
| |
|
| By: |
/s/ Chandra R. Patel |
|
| Name: |
Chandra R. Patel |
|
| Title: |
Chief Executive Officer |
|
5
Exhibit 10.1
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC
INTEREST
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 investor (“Investor”).
RECITALS
WHEREAS, the Sponsor currently holds GPAC
II Class B ordinary shares, par value $0.0001 per share, which were initially purchased in a private placement prior to GPAC II’s
initial public offering (the “Founder Shares”);
WHEREAS, GPAC II expects
to hold a special meeting of stockholders (the “Meeting”) for the purpose of approving, among other things, an amendment
to GPAC II’s Amended and Restated Certificate Memorandum and Articles of Association, dated January 11, 2021, as amended by that
certain amendment dated January 13, 2023, as further amended by that certain Sponsor Letter Agreement dated November 21, 2023, and as
further amended by that certain Sponsor Letter Amendment dated December 8, 2023 (as it exists on the date hereof, the “Amended
and Restated Articles of Association”) to extend the date by which GPAC II must consummate an initial business combination
(the “Initial Business Combination”) by six additional months until July 14, 2024 (the “Extension”);
WHEREAS, the
Amended and Restated Articles of Association provides that a stockholder of GPAC II may redeem its Class A ordinary shares, par
value $0.0001 per share, initially sold as part of the units in GPAC II’s initial public offering (whether they were purchased
in GPAC II’s initial public offering or thereafter in the open market) (the “Public Shares” and together
with the Founder Shares, the “Ordinary Shares”) in connection with the amendment to the Amended and Restated
Articles of Association to approve the Extension, on the terms set forth in the Amended and Restated Articles of Association (“Redemption
Rights”);
WHEREAS, subject to the terms and conditions
of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from the Sponsor, that number of Founder
Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned Securities”), to be transferred
to Investor in connection with GPAC II’s completion of its Initial Business Combination, and, prior to the transfer of the Assigned
Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned Securities to Investor.
NOW THEREFORE, in consideration of
the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Investor, the Sponsor and GPAC II hereby agree as follows:
| 1.1. | Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 PM, New York time, on the date of the Meeting, Investor
holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds) its Redemption Rights
with respect to such Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and GPAC II meets
the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting, then the Sponsor hereby
agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and the Sponsor further
agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor has agreed
to assign to Investor. “Investor Shares” shall mean an amount of the Public Shares equal to the lesser of (i) 170,000 Public
Shares, and (ii) 4.3% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements
with other GPAC II stockholders similar to this Agreement on or about the date of the Meeting. The Sponsor and GPAC II agree to provide
Investor with the final number of Investor Shares subject to this Agreement no later than 9:30 AM. New York time on the first business
day before the date of the Meeting (and in all cases a sufficient amount of time in advance to allow the Investor to reverse any exercise
of Redemption Rights with regard to any Investor Shares), provided, that such amount shall not exceed 170,000 Public Shares. |
| 1.2. | The Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be
subject to the conditions that (i) the Initial Business Combination is consummated; and (ii) Investor (or any person to whom
transfer is permitted under Section 4 of that certain Sponsor Letter Agreement dated November 21, 2023, as amended by that certain
Sponsor Letter Amendment dated December 8, 2023 (as it exists on the date hereof, the “Letter Agreement”), by and
among Stardust Power Inc., GPAC II, the Sponsor and GPAC II’s officers and directors (“Permitted
Transferees”)) executes a joinder to the Letter Agreement set forth as Exhibit B to this Agreement. |
Upon the satisfaction of the foregoing
conditions, as applicable, the Sponsor shall promptly transfer (and no later than two (2) business days following the closing of the Initial
Business Combination) the Assigned Securities to Investor (or its Permitted Transferees) free and clear of any liens or other encumbrances,
other than pursuant to the Letter Agreement, restrictions on transfer imposed by the securities laws, and any successor or similar agreement
entered into in connection with the Initial Business Combination (which agreement contains no obligations on the part of the Investor
other than restrictions on the transfer of the Assigned Securities and which restrictions shall be no less favorable or more restrictive
than what is agreed to by the Sponsor and shall be no more restrictive than the restrictions on transfer currently contained in the Letter
Agreement). The Sponsor and GPAC II covenant and agree to facilitate such transfer
to Investor (or its Permitted Transferees) in accordance with the foregoing.
| 1.3. | Adjustment to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, subdivision or reclassification of the Ordinary Shares of GPAC II or other similar event, then, as of the effective date of
such consolidation, combination, subdivision, reclassification or similar event, all share numbers referenced in this Agreement shall
be adjusted in proportion to such increase or decrease in the Ordinary Shares of GPAC II. |
| 1.4. | Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving GPAC II in which its Ordinary Shares are converted into or exchanged for securities, cash or other property, then, following
any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of Ordinary Shares of GPAC II, the Sponsor
shall transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’s receipt thereof, the kind and
amount of securities, cash or other property into which such Assigned Securities converted or exchanged. |
| 1.5. | Forfeitures, Transfers, etc.
Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals, exchanges or earn-outs for any reason on the
Assigned Securities. Investor acknowledges that, pursuant to the Amended and Restated Articles of Association prior to, or at the time
of, the Initial Business Combination, the managers of the Sponsor have the authority to cause the Sponsor to subject the Founder Shares
to forfeitures, transfers or other restrictions, or amend the terms under which the Founder Shares were issued or any restrictions or
other provisions relating to the Founder Shares set forth in the instruments establishing the same (including voting in favor of any
such amendment) or enter into any other arrangements with respect to the Founder Shares, and that the managers are authorized to effectuate
such forfeitures, transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release
of restrictions, in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. Sponsor
acknowledges and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to
the Founder Shares other than the Assigned Securities and the terms and conditions applicable to the Assigned Securities and the Economic
Interest shall not be changed as a result of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements. |
| 1.6. | Delivery of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver
the Assigned Securities to Investor by transfer of book-entry shares effected through GPAC II’s transfer agent. The parties to this
Agreement agree to execute, acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate
to carry out the purposes and intent of this Agreement. |
| 1.7. | Registration Rights. Concurrent with the transfer
of Assigned Securities to Investor under this Agreement, GPAC II agrees to use commercially reasonable efforts to submit to or file with
the Securities and Exchange Commission (the “Commission”), within sixty (60) calendar days after the consummation
of the Initial Business Combination or as soon as reasonably practicable thereafter (the “Filing Date”) (at GPAC II’s
sole cost and expense), a registration statement on Form S-1 (the “Registration Statement”), registering the resale
of the Assigned Securities (including those shares issued in connection with the domestication of GPAC II as a corporation incorporated
under the laws of the State of Delaware), which Registration Statement may include shares of GPAC II’s shares issuable upon exercise
of outstanding warrants or those held by the Sponsor, and GPAC II shall use its commercially reasonable efforts to have the Registration
Statement declared effective under the Securities Act as soon as practicable after the filing thereof, following the closing of the Initial
Business Combination and (ii) the 10th business day after the date GPAC II is notified (orally or in writing, whichever is earlier) by
the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such earlier
date, the “Effective Date”); provided, however, that GPAC II’s obligations to include the Assigned Securities
in the Registration Statement are contingent upon Investor furnishing in writing to GPAC II such information regarding Investor, the
securities of GPAC II held by Investor and the intended method of disposition of the Assigned Securities as shall be reasonably requested
by GPAC II to effect the registration of the Assigned Securities, and Investor shall execute such documents in connection with such registration
as GPAC II may reasonably request that are customary of a selling stockholder in similar situations, including providing that GPAC II
shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar
period or as permitted hereunder. Notwithstanding the foregoing, if the Commission prevents GPAC II from including any or all of the
shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for
the resale of the Assigned Securities by the applicable stockholders or otherwise, such Registration Statement shall register for resale
such number of Assigned Securities which is equal to the maximum number of Assigned Securities as is permitted by the Commission. In
such event, the number of Assigned Securities to be registered for each selling stockholder named in the Registration Statement shall
be reduced pro rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been
declared effective by the Commission, within two (2) business days thereafter, GPAC II shall file the final prospectus under Rule 424
of the Securities Act. GPAC II will provide a draft of the Registration Statement to Investor for review at least two (2) business days
in advance of filing the Registration Statement; provided, that for the avoidance of doubt, in no event shall GPAC II be required
to delay or postpone the filing of such Registration Statement as a result of or in connection with Investor’s review. In no event
shall Investor be identified as a statutory underwriter in the Registration Statement unless requested by the Commission; provided,
that if the Commission requests that Investor be identified as a statutory underwriter in the Registration Statement, Investor will have
an opportunity to withdraw from the Registration Statement. Investor shall not be entitled to use the Registration Statement for an underwritten
offering of Assigned Securities. For purposes of clarification, any failure by GPAC II to file the Registration Statement by the Filing
Date or to effect such Registration Statement by the Effective Date shall not otherwise relieve GPAC II of its obligations to file or
effect the Registration Statement as set forth above in this Section 1.7. |
| 1.8. | Joinder to Letter Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute
a joinder to the Letter Agreement in substantially the form attached here to as Exhibit B
(the “Joinder”) pursuant to which Investor shall agree with GPAC II to be bound solely by Section 4 of the Letter Agreement
solely with respect to the Assigned Securities. Notwithstanding
anything in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Assigned Securities from any
transfer or lock-up restrictions under the Letter Agreement to the same extent as any other holder
of Founder Shares. |
| 1.9. | Termination. This Agreement
and each of the obligations of the undersigned shall terminate on earlier of (a) the failure
of GPAC II’s shareholders to approve the Extension at the Meeting, (b) the fulfillment
of all obligations of parties hereto, (c) the liquidation or dissolution of GPAC II, (d)
the mutual written agreement of the parties hereto; or (e) if Investor exercises its Redemption
Rights with respect to any Investor Shares in connection with the Meeting and such Investor
Shares are actually redeemed in connection with the Meeting. Notwithstanding any provision
in this Agreement to the contrary, the Sponsor’s obligation to transfer the Assigned
Securities to Investor shall be conditioned on (i) the satisfaction of the conditions set
forth in Section 1.2 and (ii) such Investor Shares not being redeemed in connection with
the Meeting. |
| 2. | Assignment of Economic Interest. |
| 2.1. | Upon satisfaction of the conditions
set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right,
title and interest in and to that number of Assigned Securities set forth on Exhibit A
(the “Economic Interest”), subject to adjustment as set forth in Section
2.2. The Economic Interest represents the Sponsor’s right to receive dividends and
other distributions made by the Sponsor pursuant to the Sponsor LLC Agreement (the “Sponsor
LLC Agreement”) allocated to that number of Assigned Securities set forth on Exhibit
A represented by the Founder Shares held directly by the Sponsor. |
| 2.2. | If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification
or other similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the
number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder
Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized Founder Shares or (ii) a reclassification
of the share capital of GPAC II, in each case in connection with the closing of the Initial Business Combination. |
| 2.3. | Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or
Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer
of any such shares to Investor pursuant to this Agreement. |
| 2.4. | Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
paid in Ordinary Shares or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends or
distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1. |
| 2.5. | If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor
shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration. |
| 3. | Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
| 3.1. | No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Assigned Securities. |
| 3.2. | Accredited Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law. |
| 3.3. | Intent. Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s
own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof
in violation of the Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity
except as may be permitted hereunder. |
| 3.4. | Restrictions on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer
to Investor may continue to be, subject to the transfer restrictions as set forth in Section 4 of the Letter Agreement. |
| 3.4.2. | Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind
in or to, any monies held in the trust account into which the proceeds of GPAC II’s initial public offering were deposited (the
“Trust Account”) or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | Investor agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable only by GPAC II, to waive any right
that it may have to elect to have GPAC II redeem any Investor Shares in connection with the Extension and agrees not to redeem, or otherwise
exercise any right to redeem, the Investor Shares in connection with the Extension and to reverse and revoke any prior redemption elections
made with respect to the Investor Shares in connection with the Extension. For the avoidance of doubt, nothing in this Agreement is intended
to restrict or prohibit Investor’s ability to redeem or trade any Public Shares (other than the Investor Shares) or redeem or trade
any Investor Shares in its discretion and at any time after the date of the Meeting. |
| 3.4.4. | Investor acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in
the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future
Investor decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other
available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities
laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest
therein is proposed to be made (other than pursuant to an effective registration statement or Rule 144 under the Securities Act), as a
condition precedent to any such transfer, Investor may be required to deliver to GPAC II an opinion of counsel satisfactory to GPAC II
that registration is not required with respect to the Assigned Securities to be transferred. Absent registration or another available
exemption from registration, Investor agrees it will not transfer the Assigned Securities. |
| 3.5. | Voting. Investor agrees that it will and will cause its controlled affiliates to vote (or
cause to be voted) or execute and deliver a written consent (or cause a written consent to be executed and delivered) all of
Ordinary Shares owned, as of the applicable record date, by any of them at the Meeting in favor of the Extension and cause all such
shares to be counted as present at the Meeting for purposes of establishing a quorum. |
| 3.6. | Sophisticated Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment
in the Assigned Securities. |
| 3.7. | Risk of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial
risks. Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining to transferability. Investor
is able to bear the economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain a
complete loss of such investment. |
| 3.8. | Independent Investigation. Investor has relied upon an independent investigation of GPAC II and has not relied upon
any information or representations made by any third parties or upon any oral or written representations or assurances, express or implied,
from the Sponsor or any representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with
the business, operations and financial condition of GPAC II and has had an opportunity to ask questions of, and receive answers from GPAC
II’s management concerning GPAC II and the terms and conditions of the proposed sale of the Assigned Securities and has had full
access to such other information concerning GPAC II as Investor has requested. Investor confirms that all documents that it has requested
have been made available and that Investor has been supplied with all of the additional information concerning this investment which Investor
has requested. |
| 3.9. | Organization and Authority. If any entity, Investor is duly organized and existing under the laws of the jurisdiction
in which it was organized and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement
and perform all the obligations required to be performed by Investor hereunder. |
| 3.10. | Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents
that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition
of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents
that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the acquisition, holding,
redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership
of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction. |
| 3.11. | Authority. This Agreement has been validly authorized, executed and delivered by Investor and (assuming due authorization,
execution and delivery by the Sponsor and GPAC II) is a valid and binding agreement of the Investor enforceable against the Investor in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy. |
| 3.12. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii)
any agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject, or
any order, judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected to
prevent Investor from fulfilling its obligations under this Agreement. |
| 3.13. | No Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this
Agreement and the Letter Agreement with Investor’s own legal counsel and investment and tax advisors. Except for any
statements or representations of the Sponsor or GPAC II explicitly made in this Agreement, Investor is relying solely on such counsel
and advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents
for any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor,
GPAC II, the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. |
| 3.14. | Reliance on Representations and Warranties. Investor understands that the Assigned Securities are being offered
and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in
the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such
provisions. |
| 3.15. | No General Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any
general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising. |
| 3.16. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in
connection with the acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission. |
| 4. | Representations and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
| 4.1. | Power and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing
as a limited liability company under the laws of the State of Delaware and possesses all requisite limited liability company power and
authority to enter into this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including
the assignment, sale and transfer the Assigned Securities and the assignment of the Economic Interest. |
| 4.2. | Authority. All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken.
This Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy. |
| 4.3. | Title to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned
Securities and will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the
Assigned Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and
conditions that apply to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when
transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and
conditions that apply to the Founder Shares generally, under the Letter Agreement and applicable securities laws). The Assigned Securities
are duly authorized, validly issued, fully paid and non-assessable. |
| 4.4. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the Sponsor’s certificate of formation or the
Sponsor LLC Agreement, (ii) any agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter
Agreement and the Sponsor LLC Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment
or decree to which the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity
in order for it to perform any of its obligations under this Agreement or transfer the Assigned Securities in accordance with the terms
hereof. |
| 4.5. | No General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation
or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising. |
| 4.6. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor
in connection with the sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission. |
| 4.7. | Transfer Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Founder Shares representing
the economic benefit of the Assigned Securities. |
| 4.8. | Reliance on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon
the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in
this Agreement. |
| 5. | Trust Account. Until the earlier of (a) the consummation of GPAC II’s initial business combination; (b) the liquidation
of the Trust Account; and (c) thirty-six (36) months from consummation of GPAC II’s initial public offering or such later time as
the stockholders of GPAC II may approve in accordance with the Amended and Restated Articles of Association, GPAC II will maintain the investment of funds
held in the Trust Account in interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in
direct U.S. government treasury obligations, or maintain such funds in cash in an interest-bearing demand deposit account at a bank. GPAC
II further confirms that it will not utilize any funds from its Trust Account to pay any potential excise taxes that may become due pursuant
to the Inflation Reduction Act of 2022 upon a redemption of the Public Shares, including, but not limited to, in connection with a liquidation
of GPAC II if it does not effect a business combination prior to its termination date. |
| 6. | Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to a jury
trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect to any suit,
action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of the United
States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough of Manhattan, State
of New York, which submission shall be exclusive. |
| 7. | Assignment; Entire Agreement; Amendment. |
| 7.1. | Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by the Sponsor,
GPAC II or Investor to any person shall require the prior written consent of the other party; provided that no such consent shall be required
for any such assignment by Investor to one or more of its affiliates. |
| 7.2. | Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them relating to
the subject matter hereof. |
| 7.3. | Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought. |
| 7.4. | Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. |
| 8. | Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may
designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of
transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be
deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to
receive notice; and (b) if by any other form of electronic transmission, when directed to such party. |
| 9. | Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 10. | Survival; Severability |
| 10.1. | Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the
transactions contemplated hereby. |
| 10.2. | Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. |
| 11. | Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. |
| 12. | Disclosure; Waiver. In connection with the entry into this agreement, GPAC II shall, by 9:30 a.m., New York City time, on the
business day immediately following the date hereof (such date and time, the “Disclosure Time”), issue on or more press
releases or file with the U.S. Securities and Exchange Commission a Current Report on Form 8-K disclosing all material terms of the transactions
contemplated hereby and any other material nonpublic information that GPAC II, the Sponsor or any of their respective officers, directors,
employees or representatives has provided to Investor at any time prior to the Disclosure Time. GPAC II shall make such disclosures to
ensure that, as of the Disclosure Time, Investor shall not be in possession of any material, nonpublic information received from GPAC
II, the Sponsor or any of their respective officers, directors, employees or representatives. The parties to this Agreement shall cooperate
with one another to assure that such disclosure is accurate. GPAC II agrees that the name of the Investor shall not be included in any
public disclosures related to this Agreement unless required by applicable law, regulation or stock exchange rule.
Investor (i) acknowledges that the Sponsor may possess or have access to material non-public information which has not been communicated
to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or otherwise, that he, she, or it may now have or may
hereafter acquire, whether presently known or unknown, against the Sponsor or any of GPAC II’s officers, directors, employees, agents,
affiliates, subsidiaries, successors or assigns relating to any failure to disclose any non-public information in connection with the
transaction contemplated by this Agreement, including any potential business combination involving GPAC II, including without limitation,
any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is aware that the Sponsor is relying on the truth of the representations
set forth in Section 3 of this Agreement and the foregoing acknowledgement and waiver in this Section 12, in connection with the transactions
contemplated by this Agreement. |
| 13. | Independent Nature of Rights and Obligations. Nothing
contained herein, and no action taken by any party pursuant hereto, shall be deemed to constitute Investor and the Sponsor as, and the
Sponsor acknowledges that Investor and the Sponsor do not so constitute, a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that Investor and the Sponsor are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated by this Agreement or any matters, and the Sponsor acknowledges that Investor and the
Sponsor are not acting in concert or as a group, and the Sponsor shall not assert any such claim, with respect to such obligations or
the transactions contemplated by this Agreement. |
| 14. | Most Favored Nation. In the event the Sponsor or GPAC
II has entered into or enters into one or more other non-redemption agreements before or after the execution of this Agreement in connection
with the Meeting (each, an “Other Agreement”, and the counterparty thereto, an “Other Investor”),
the Sponsor and GPAC II represent and covenant that the terms of such other agreements are not materially more favorable to such other
investors thereunder than the terms of this Agreement are in respect of the Investor. To avoid doubt, the Sponsor and GPAC II acknowledge
and agree that a ratio of Investor Shares to Assigned Securities in any Other Agreement that is more favorable to the applicable Other
Investor than such ratio in this Agreement is to Investor would be materially more favorable to such Other Investor. In the event that
another investor is afforded any such more favorable terms than the Investor, the Sponsor shall promptly inform the Investor of such
more favorable terms in writing, and the Investor shall have the right to elect to have such more favorable terms included herein, in
which case the parties hereto shall promptly amend this Agreement to effect the same. |
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the date first above written.
| |
INVESTOR |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
[Signature Page to Non-Redemption Agreement]
| |
COMPANY: |
| |
|
| |
Global Partner Acquisition Corp II |
| |
|
|
| |
By: |
|
| |
Name: |
Chandra R. Patel |
| |
Title: |
Chief Executive Officer |
[Signature Page to Non-Redemption Agreement]
| |
SPONSOR: |
| |
|
| |
GLOBAL PARTNER SPONSOR II LLC |
| |
|
| |
By: |
|
| |
Name: |
Chandra R. Patel |
| |
Title: |
Managing Member |
[Signature Page to Non-Redemption Agreement]
Exhibit
A
| |
|
|
|
|
| Investor |
|
Assigned Securities / Economic
Interest Assigned (1) |
|
Number of Public Shares
to be Held as Investor Shares (2) |
|
Address:
SSN/EIN:
|
|
[●] shares of Class B Ordinary Shares |
|
[●] shares of Class A Ordinary Shares |
| (1) | Up to 170,000 Founder Shares. |
| (2) | Equal to the lesser of (i) 170,000 Public Shares, and (ii)
4.3% of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other
GPAC II stockholders similar to this Agreement on or about the date of the Meeting. |
EXHIBIT B
FORM OF JOINDER
TO
LETTER AGREEMENT
______, 2024
Reference is made to that certain Non-Redemption Agreement and
Assignment of Economic Interest, dated as of , 2024 (the “Agreement”), by and among
(“Investor”), Global Partner Acquisition Corp II (the “Company”) and Global Partner Sponsor II LLC
(the “Sponsor”), pursuant to which Investor acquired securities of the Company from the Sponsor. Capitalized terms
used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By executing this joinder,
Investor hereby agrees, as of the date first set forth above, that Investor shall become a party to that certain Sponsor Letter Agreement,
dated November 21, 2023, as amended by that certain Sponsor Letter Amendment dated December 8, 2023, by and among Stardust Power Inc.,
the Company, the Sponsor and the Company’s officers and directors (as it exists on the date of the Agreement, the “Letter
Agreement”), solely with respect to Section 4 of the Letter Agreement, and shall be bound by, and shall be subject to the restrictions
set forth under, the terms and provisions of such section of the Letter Agreement as an Insider (as defined therein) solely with respect
to its Assigned Securities, provided, however, that the Investor shall be permitted to transfer its Assigned Securities to its affiliates.
For the purposes of clarity, it is expressly understood
and agreed that each provision contained herein, in the Letter Agreement (to the extent applicable to Investor) is between the Company and Investor, solely, and not between and among Investor and the other stockholders of the Company signatory
thereto.
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.
| |
INVESTOR |
| |
|
|
| |
By: |
|
| |
Name: |
|
| |
Title: |
|
| ACKNOWLEDGED AND AGREED: |
|
| |
|
|
| GLOBAL PARTNER ACQUISITION CORP II |
|
| |
|
|
| By: |
|
|
| |
Name: |
Chandra R. Patel |
|
| |
Title: |
Chief Executive Officer |
|
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