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 9, 2024
GLOBAL PARTNER ACQUISITION CORP II
(Exact name of registrant as specified in its
charter)
Cayman Islands |
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001-39875 |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
200 Park Avenue, 32nd Floor
New York, NY 10166 |
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10166 |
(Address of principal executive offices) |
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(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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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Trading
Symbol(s) |
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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 |
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GPACU |
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The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
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GPAC |
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The Nasdaq Stock Market LLC |
Redeemable Warrants included as part of the units |
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GPACW |
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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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On January 9, 2024,
Global Partner Acquisition Corp II (“GPAC II” and “Company”) held the extraordinary general meeting of
shareholders of the Company (the “Extension Meeting”) to amend (the “Articles Amendment”), by way of special
resolution, the Company’s amended and restated memorandum and articles of association (as amended, the “Amended
Articles”) to extend the date by which the Company has to consummate a business combination from January 14, 2024 to July 14,
2024 for a total of an additional six months after January 14, 2024, unless the closing of a business combination shall have
occurred prior thereto (collectively, the “Extension Amendment Proposal”); to eliminate, by way of special resolution,
from the Amended Articles the limitation that GPAC II may not redeem Class A ordinary shares, par value $.0001 per share (the
“Class A Ordinary Shares” and “Public Shares”), to the extent that such redemption would result in GPAC II
having net tangible assets of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem
Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation
Amendment Proposal”); to provide, by way of special resolution, that Public Shares may be issued to Global Partner Sponsor II
LLC (the “Sponsor”) by way of conversion of Class B ordinary shares, par value $.0001 per share (the “Class B
Ordinary Shares” and together with Class A Ordinary Shares, the “Ordinary Shares”), into Public Shares, despite
the restriction on issuance of additional Public Shares (the “Founder Conversion Amendment Proposal” and together with
the Extension Amendment Proposal and Redemption Limitation Amendment Proposal, the “Proposals”); and, if required an
adjournment proposal to adjourn, by way of ordinary resolution, the Extension Meeting to a later date or dates, if necessary, (i) to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extension Meeting, there are
insufficient Ordinary Shares at the Extension Meeting to approve the Proposals, or (ii) where the board of directors of the Company
has determined it is otherwise necessary (the “Adjournment Proposal”). The shareholders of the Company approved the
Proposals at the Extension Meeting and on January 11, 2024, the Company filed the Articles Amendment with the Registrar of Companies
of the Cayman Islands.
The foregoing description
is qualified in its entirety by reference to the Articles Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
On January 9, 2024, the Company held the Extension
Meeting to approve the Proposals, and if necessary, then Adjournment Proposal, which are more fully described in the definitive proxy
statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 18, 2023 (the “Proxy
Statement”). As there were sufficient votes to approve the Proposals at the Extension Meeting, the Adjournment Proposal was not
presented to shareholders.
Holders of 9,559,508 Ordinary Shares of the
Company held of record as of December 11, 2023, the record date for the Extension Meeting, were present in person or by proxy at the meeting,
representing approximately 83.62% of the voting power of the Company’s Ordinary Shares as of the record date for the Extension Meeting,
and constituting a quorum for the transaction of business.
The voting results for
the Proposals were as follows:
The Extension Amendment
Proposal
For |
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Against |
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Abstain |
9,533,581 |
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22,841 |
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3,186 |
The Redemption Limitation
Amendment Proposal
For |
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Against |
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Abstain |
9,555,313 |
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1,009 |
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3,186 |
The Founder Conversion
Amendment Proposal
For |
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Against |
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Abstain |
9,555,313 |
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1,009 |
|
3,186 |
In connection with the vote
to approve the Proposals, holders of 2,137,134 Public Shares properly exercised their right to redeem their shares for cash at
a redemption price of approximately $11.05 per share, for an aggregate redemption amount of approximately $23,615,331.
Item 8.01. Other Events
In connection with
GPAC II’s Extension Meeting to approve the Extension Amendment Proposal, the Company’s Sponsor entered
into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties,
pursuant to which such third parties agreed not to redeem (or to validly rescind any redemption requests on) an aggregate of
1,503,254 Class A Ordinary Shares of the Company in connection with the Extension Amendment Proposal. In exchange for the
foregoing commitments not to redeem such Class A Ordinary Shares of the Company, the Sponsor agreed to transfer or cause to be
issued for no consideration an aggregate of 127,777 shares of the Company and simultaneous forfeiture of 127,777 shares of the
Company in connection with the Company’s completion of its initial business combination.
The foregoing summary of the Non-Redemption Agreements
does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed
herein as Exhibit 10.1 and incorporated herein by reference, which also replaces the form of Non-Redemption Agreement filed on a Current
Report on Form 8-K, dated January 2, 2024.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Forward-Looking Statements
The information included herein and
in any oral statements made in connection herewith include “forward- looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act” and Section 21E of the Securities Exchange Act of 1934, as
amended (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 Inc.’s ( “Stardust Power”) 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 described in GPAC II’s proxy statement
contained in the registration statement on Form S-4 (File No. 333-276510) filed with the SEC on January 12, 2024 (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 has filed a Registration Statement with the SEC that includes 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 ALL RELEVANT DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION FILED OR THAT WILL BE FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION ABOUT GPAC II,
STARDUST POWER AND THE PROPOSED BUSINESS COMBINATION.
The Registration Statement is not yet effective.
After the Registration Statement is declared effective, the definitive proxy statement/prospectus 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 transactions. Shareholders
of GPAC II are able to obtain free copies of the Registration Statement and, once available, will also be able to obtain free copies of
the definitive proxy statement/ prospectus and all other relevant documents containing important information about GPAC II and Stardust
Power filed or that will be filed with the SEC by GPAC II 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 or by contacting Morrow Sodali LLC, GPAC II’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can
call collect at (203) 658-9400).
INVESTMENT IN ANY
SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED
UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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, 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.
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 16, 2024
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GLOBAL PARTNER ACQUISITION CORP II |
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By: |
/s/ Chandra R. Patel |
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Name: |
Chandra R. Patel |
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Title: |
Chief Executive Officer |
5
Exhibit 3.1
Registrar of Companies
Government Administration Building
133 Elgin Avenue
George Town
Grand Cayman
Global Partner Acquisition Corp II (ROC #367603) (the “Company”)
TAKE NOTICE that at an extraordinary general meeting of the
Company dated 9 January 2024, the following resolutions were passed:
Proposal No. 1—The Extension Amendment Proposal—RESOLVED,
as a special resolution that:
a) Article
49.8 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with
the following new
Article 49.8:
“In the event that the Company does not
consummate a Business Combination (i) by a date no later than 14 July 2024 and (ii) such later date as may be approved by the
Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the
Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to Global Partner to pay its income taxes, if any (less up to $100,000 of interest to pay liquidation expenses), divided by the
number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as
shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of Global Partner’s remaining shareholders and the Board,
liquidate and dissolve, subject in each case to Global Partner’s obligations under Cayman Islands law to provide for claims of
creditors and to requirements of other applicable law.
If the Company completes a Business Combination, it
will, at the option of the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”),
repay the amounts loaned under existing promissory notes or convert a portion or all of the amounts loaned under such promissory
note into warrants, which warrants will be identical to the private placement warrants issued to the Sponsor at the time of the IPO.
If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only
from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”
b) Article
49.9(a) of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced
with the following new Article 49.9(a):
“to modify the substance or timing of the Company’s
obligation to provide holders of Class A Shares the right to have their shares redeemed in connection with a Business Combination or to
redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within forty-two months after the date
of the IPO;”
Proposal No. 2 — The Redemption
Limitation Amendment Proposal — RESOLVED, as a special resolution that:
a) Article
49.2(b) of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced
with the following new Article 49.2(b):
“provide Members with the opportunity to have
their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes,
if any, divided by the number of then issued Public Shares.”
b) Article
49.4 of Global Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with
the following new Article 49.4:
“At a general meeting called for the purposes of approving
a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company
shall be authorised to consummate such Business Combination.”
c) Article 49.5 of Global
Partner’s Amended and Restated Memorandum and Articles of Association be deleted in its entirety and replaced with the following
new Article 49.5:
“Any Member holding Public Shares who is not the Sponsor,
a Founder, Officer or Director may, in connection with any vote on a Business Combination, elect to have their Public Shares redeemed
for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),
provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership,
limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption
right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided
further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the
Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay
any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption
price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, if any, divided by the number of then issued Public Shares (such redemption price being referred to herein
as the “Redemption Price”), but only in the event that the applicable proposed Business Combination is approved and
consummated.”
d) Article
49.9 of Global Partner’s Amended and Restated Memorandum and Articles of Association be amended by the deletion of the last sentence
stating: “The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”
Proposal No. 3 — Founder
Conversion Amendment Proposal — RESOLVED, as a special resolution that:
Article 49.11 of Global Partner’s Amended and Restated
Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.11:
“Except in connection with the conversion of
Class B Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds
from the Trust Account, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall
not issue additional Shares or any other securities that would entitle the holders thereof to:
(a) receive funds from the Trust Account; or
(b) vote as a class with Public Shares
on a Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of an initial
Business Combination or (b) to approve an amendment to the Memorandum or the Articles to (x) extend the time the Company has to consummate
a Business Combination beyond fortytwo months from the closing of the IPO or (y) amend the foregoing provisions.”
Proposal No. 4 — The Adjournment Proposal — RESOLVED,
as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates if necessary, (i) to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are
insufficient Class A ordinary shares, par value $0.0001 per share and Class B ordinary shares, par value $0.0001 per share.
/s/ Margo Richardson |
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Margo Richardson |
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Corporate Administrator |
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for and on behalf of |
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Maples Corporate Services Limited |
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|
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Dated this 11th day of January 2024 |
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3
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 investors (collectively, “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 (the “Articles”)
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, Investor is willing to forego the exercise of its Redemption Rights in connection with the Extension,
or to validly rescind any previously submitted redemption demand, of certain of the Public Shares held by such Investor upon the terms
set forth herein, in connection with which either (i) the Sponsor desires to surrender to GPAC II and forfeit for no consideration, that
number of Founder Shares set forth on Exhibit A, and GPAC II desires to issue or cause to be issued to Investor that number of
shares set forth opposite such Investor’s name on Exhibit A (the “Promote Shares”) in connection with
GPAC II’s completion of its Initial Business Combination or (ii) the Sponsor desires to transfer to Investor that number of Founder
Shares set forth on Exhibit A (the number of shares to be received by Investor, the “Assigned Securities”).
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. | Terms of Transfer or Issuance. |
| 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 substantially concurrently with the closing of the Initial Business Combination,
the Sponsor hereby agrees to either (i) assign to Investor for no additional consideration the Assigned Securities or (ii) surrender
to GPAC II and forfeit for no consideration the Assigned Securities (such surrender and forfeiture, the “Share Cancellation”)
and GPAC II hereby agrees to issue or cause to be issued the Promote Shares (such issuance, the “Share Issuance”).
“Investor Shares” shall mean an amount of the Public Shares equal to the lesser of (i) 200,000 Public Shares, and (ii) 9.9%
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 200,000 Public Shares. |
| 1.2. | The Sponsor, GPAC II and Investor hereby agree that the assignment
of the Assigned Securities or the Share Issuance and Share Cancellation 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 Assigned Securities shall be promptly delivered (and no later than two (2) business days following
the closing of the Initial Business Combination) to Investor (or its Permitted Transferees) free and clear of any liens or other
encumbrances, other than pursuant to Section 4 of the Letter Agreement, restrictions on transfer imposed by the securities laws, the
Joinder 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 or Share Issuance 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. Notwithstanding anything to the contrary contained herein, Investor acknowledges and agrees that a waiver
of the rights contained in Section 17.3 of the Articles by the holders of Founder Shares shall apply to all Founder Shares including
the Assigned Securities and the holder of the Assigned Securities have no rights pursuant to Section 17.3 of the Articles. |
| 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 or GPAC II shall issue or cause to be issued,
with respect to each Founder Share to be transferred or issued hereunder, 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 or the Share Issuance hereunder, the Investor shall receive such Assigned Securities in book-entry
form 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 delivery 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 or Share Issuance 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 or GPAC II’s obligation to issue or cause to be issued the
Promote Shares 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 upon the Assignment of
Assigned Securities. |
| 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 (other
than the Promote Shares) 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. For the avoidance of doubt, this Section
2 will not apply to Promote Shares issued by GPAC II to Investor. |
| 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, the Letter Agreement and the Joinder 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 held by Sponsor 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. |
| 4.9. | No Pending Actions. There is no action pending against
the Sponsor or GPAC II or, to the Sponsor’s or GPAC II’s knowledge, threatened against the Sponsor or GPAC II, before any
court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance
by the Sponsor or GPAC II of its obligations under this Agreement. |
| 5. | Representations and Warranties of GPAC II. GPAC II
represents and warrants to, and agrees with, the Investor that: |
| 5.1. | Power and Authority. The Sponsor is an exempted company formed and validly existing and in good standing
as an exempted company the laws of the Cayman islands 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 Share Issuance. |
| 5.2. | Authority. All corporate action on the part of GPAC
II and its officers, directors and members necessary for the authorization, execution and delivery of this Agreement and the performance
of all obligations of GPAC II required pursuant hereto has been taken. This Agreement has been duly executed and delivered by GPAC II
and (assuming due authorization, execution and delivery by Investor) constitutes GPAC II’s legal, valid and binding obligation,
enforceable against GPAC II 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. |
| 5.3. | Title to Securities. The Promote Shares have been duly
authorized, and, when issued in accordance with the terms and conditions of this Agreement to Investor, will be (i) validly issued, fully
paid, and non-assessable, and (ii) 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 and other restrictions that apply
to the Promote Shares pursuant to the Joinder and generally, under applicable securities laws) The Sponsor is the record and beneficial
owner of, and has good and marketable title to, the Assigned Securities held by Sponsor and will, immediately prior to the surrender
and forfeiture of the Assigned Securities to GPAC II, 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). |
| 5.4. | No Conflicts. The execution, delivery and performance
of this Agreement and the consummation by GPAC II of the transactions contemplated hereby do not violate, conflict with or constitute
a default under (i) the Articles, (ii) any agreement or instrument to which GPAC II is a party or by which it is bound or (iii) any law,
statute, rule or regulation to which GPAC II is subject or any order, judgment or decree to which GPAC II is subject. GPAC II 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. |
| 5.5. | No General Solicitation. GPAC II has not offered the
Promote Shares 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. |
| 5.6. | Brokers. No broker, finder or intermediary has been
paid or is entitled to a fee or commission from or by GPAC II in connection with the sale of the Promote Shares. |
| 5.7. | Reliance on Representations and Warranties. GPAC II
understands and acknowledges that Investor is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of GPAC II set forth in this Agreement. |
| 5.8. | No Pending Actions. There is no action pending against
the Sponsor or GPAC II or, to the Sponsor’s or GPAC II’s knowledge, threatened against the Sponsor or GPAC II, before any
court, arbitrator or governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance
by the Sponsor or GPAC II of its obligations under this Agreement. |
| 6. | 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. |
| 7. | 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. |
| 8. | Assignment; Entire Agreement; Amendment. |
| 8.1. | 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. |
| 8.2. | 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. |
| 8.3. | 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. |
| 8.4. | 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. |
| 9. | 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. |
| 10. | 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. |
| 11. | Survival; Severability |
| 11.1. | Survival. The representations, warranties, covenants
and agreements of the parties hereto shall survive the closing of the transactions contemplated hereby. |
| 11.2. | 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. |
| 12. | 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. |
| 13. | 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. |
| 14. | 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. |
| 15. | 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: |
|
|
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 200,000 Founder Shares. |
| (2) | Equal to the lesser of (i) 200,000 Public Shares, and (ii) 9.9%
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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