INDEMNITY AGREEMENTIndemnity Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 11, 2021, is entered into by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Global Partner Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2021, is made and entered into by and among Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
January 11, 2021 Global Partner Acquisition Corp II Rye Brook, NY 10573Underwriting Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), UBS Securities LLC and RBC Capital Markets, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 30,000,000 of the Company’s units (including 2,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each unit consisting of (i) one Class A ordinary share of the Company, par value $0.0001 per share (collectively, the “Ordinary Shares”), (ii) one-sixth of one redeemable warrant (the “detachable redeemable warrants”) and (iii) the contingent right to receive, in certain circumstances, following the initial business combination redemption time, another one-si
WARRANT AGREEMENT between GLOBAL PARTNER ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated January 11, 2021Warrant Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated January 11, 2021, is by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2021 by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2024 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 7, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Stardust Power Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of October 7, 2024 by and between STARDUST POWER INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • October 7th, 2024 • Stardust Power Inc. • Primary smelting & refining of nonferrous metals • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 7, 2024 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Stardust Power Inc., a Delaware corporation (the “Company”).
Global Partner Acquisition Corp II 27,500,000 Units Underwriting AgreementUnderwriting Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 27,500,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 2,500,000 additional units, if any (the “Optional Units,” the Optional Units that the Underwriters elect to purchase pursuant to Section 2 hereof, together with the Firm Units, being collectively called the “Units”).
CONTINGENT RIGHTS AGREEMENTContingent Rights Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This Contingent Rights Agreement (this “Agreement”) is made as of January 11, 2021 between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (the “Rights Agent”).
INVESTMENT AGREEMENT by and among GLOBAL PARTNER ACQUISITION CORP. II, GLOBAL PARTNER SPONSOR II LLC and ENDURANCE GLOBAL PARTNER II, LLC Dated as of January 13, 2023Investment Agreement • January 18th, 2023 • Global Partner Acquisition Corp II • Blank checks • Delaware
THIS INVESTMENT AGREEMENT, dated as of January 13, 2023 (this “Agreement”) is made by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (the “SPAC”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and Endurance Global Partner II, LLC, a Delaware limited liability company (the “Investor”). The SPAC, the Sponsor and the Investor shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 12th, 2024 • Stardust Power Inc. • Chemicals & allied products • Delaware
This Indemnification Agreement (this “Agreement”) dated the day of , 2024, by and between Stardust Power Inc., a Delaware corporation (f/k/a Global Partner Acquisition Corp II, the “Company”), and , an individual (“Indemnitee”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Business Combination Agreement.
STOCKHOLDER AGREEMENTStockholder Agreement • July 12th, 2024 • Stardust Power Inc. • Chemicals & allied products • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), is made as of July 8, 2024, by and among Stardust Power Inc., a Delaware corporation (formerly known as Global Partner Acquisition Corp II, a Delaware corporation (the “Company”)), Global Partner Sponsor II LLC, a Delaware limited liability company (together with its Affiliates, “Sponsor”), and Roshan Pujari (together with his Affiliates, “Roshan Pujari” and, together with Sponsor, each a “Stockholder” and, collectively, the “Stockholders”). This Agreement shall become effective upon the consummation of the Mergers (the “Closing”) contemplated by that certain Business Combination Agreement, dated as of November 21, 2023, among the Company, Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of the Company, Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of the Company, and Stardust Power Inc., a Delaware corporation (as amended, supplemented or otherwise mo
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • January 16th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • New York
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”).
AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENTAt-Will Employment Agreement • March 25th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • California
As a condition of my employment with Stardust Power Inc. (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following provisions of this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”):
Global Partner Acquisition Corp IIAdministrative Support Agreement • January 15th, 2021 • Global Partner Acquisition Corp II • Blank checks • New York
This letter agreement by and between Global Partner Acquisition Corp II (the “Company”) and Global Partner Sponsor II LLC (“GPS II”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This subscription agreement (this “Subscription Agreement”) is entered into as of the date set forth on the signature page hereto, by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (“GPAC”), which shall be domesticated as a Delaware corporation prior to the consummation of the Transaction (as defined herein), and the undersigned subscriber (“you” or “Subscriber”), in connection with the Business Combination Agreement, dated as of November 21, 2023 (as amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among GPAC, Strike Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of GPAC (“Merger Sub I”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of GPAC (“Merger Sub II”), and Stardust Power Inc., a Delaware corporation (“Stardust Power”), pursuant to which, among other things, Stardust Power will merge with and into Merger Su
Global Partner Acquisition Corp II JOINDER to LETTER AGREEMENT January 13, 2023Letter Agreement • March 19th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
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.
Amendment No. 1 to Services AgreementServices Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This amendment, dated June 1, 2023 (this “Amendment”) amends the Services Agreement, dated, March 16, 2023 (the “Original Agreement” and as modified by this Amendment, the “Agreement”), between VIKASA Capital Partners LLC (“we” or “VIKASA”) and Stardust Power Inc. on behalf of itself and its affiliated entities (“you” or “Client”) related to VIKASA providing services related to capital markets advisory including capital raising and a potential special purpose acquisition company (“SPAC”) combination. Capitalized terms used, but not otherwise defined, in this Amendment shall have the respective meanings ascribed to them in the Original Agreement and identical terms defined in this Amendment and in the Original Agreement shall have the respective meanings ascribed to them herein. The Original Agreement was executed pursuant to the Agreement, dated March 16, 2023, between VIKASA Capital Partners LLC and Stardust Power, Inc. (the “Agreement”).
BUSINESS COMBINATION AGREEMENT dated as of November 21, 2023 by and among GLOBAL PARTNER ACQUISITION CORP II, STRIKE mERGER sub i Inc., STRIKE merger sub ii llc., and STARDUST POWER INC.Business Combination Agreement • November 21st, 2023 • Global Partner Acquisition Corp II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of November 21, 2023, is entered into by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Acquiror (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Stardust Power Inc., a Delaware corporation (“Company”). Except as otherwise indicated, capitalized terms used in this Agreement shall have the meanings set forth in Article I.
PROMISSORY NOTE EXTENSIONPromissory Note Extension • February 13th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
Global Partner Sponsor II LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) and Global Partner Acquisition Corp II, a Cayman Islands exempted company and blank check company (the “Maker”), mutually agree to further extend the maturity of the Promissory Note dated August 1, 2022 (the “Promissory Note”), in the principal amount of up to Two Million Dollars ($2,000,000) to the earlier of: (i) July 14, 2024, (ii) the effective date of a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses (a “Business Combination”), unless accelerated upon the occurrence of an Event of Default (as defined in the Promissory Note) and (iii) the liquidation of Maker. The Payee understands that if a Business Combination is not consummated, the Promissory Note will be repaid solely to the extent that the Maker has funds available to it outside of
AMENDMENT TO SPONSOR LETTER AGREEMENTSponsor Letter Agreement • December 13th, 2023 • Global Partner Acquisition Corp II • Blank checks
This Amendment (this “Amendment”), dated as of December 8, 2023, to the Sponsor Letter Agreement (as defined below) is entered into by and among Global Partner Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror” and, following the Closing, the “Public Company”), Stardust Power Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), certain individuals, each of whom is a member of Acquiror’s board of directors and/or management (the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sponsor Letter Agreement (as defined below).
STARDUST POWER INC. AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT AND ARBITRATION AGREEMENTAt-Will Employment Agreement • January 12th, 2024 • Global Partner Acquisition Corp II • Blank checks • Connecticut
This this At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is between Roshen Pujari and Stardust Power Inc. (the “Company”). As a condition of and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following provisions of this Agreement. This Agreement is dated 22/09/2023 and is effective as of September 20, 2023.
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 21st, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This Amendment No. 2 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023, as amended by that Amendment No. 1 to Business Combination Agreement, dated as of April 24, 2024 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (the “Acquiror”), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Acquiror (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Stardust Power Inc., a Delaware corporation (the “Company”), is made and entered into as of June 21, 2024, by and among Acquiror, the Merger Subs and the Company. Defined terms used herein and not otherwise defined herein shall h
CONTRACT FOR PURCHASE AND SALE OF REAL ESTATEContract for Purchase and Sale of Real Estate • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • Oklahoma
THIS CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE (“Contract”) is made and entered into on January 10, 2024 (the “Effective Date”), by and between CITY OF MUSKOGEE, a charter city organized under the constitution of the State of Oklahoma, hereafter referred to as “Seller”, and STARDUST POWER LLC, a Delaware limited liability company, licensed to do business in the State of Oklahoma, hereinafter referred to as “Buyer”. Buyer and Seller may each be referred to herein as a “Party” and collectively as the “Parties”.
LEASE ASSIGNMENTLease Assignment • January 12th, 2024 • Global Partner Acquisition Corp II • Blank checks
Lessor: Tower Lakes LLC, an Oklahoma limited liability company, with a mailing address of 9120 N. Kelley Ave., Suite 100, Oklahoma City, OK 73131
AMENDMENT TO THE LETTER AGREEMENTLetter Agreement • January 18th, 2023 • Global Partner Acquisition Corp II • Blank checks
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”), dated as of January 13, 2023, is entered into by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned (the “Insiders”). The Company, the Sponsor and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.”
SERVICES AGREEMENT between VIKASA CAPITAL PARTNERS LLC and STARDUST POWER INC. as of March 16, 2023Services Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • Oklahoma
This Services Agreement (this “Agreement”), made and entered into as of March 16, 2023 (“Effective Date”) by and among VIKASA Capital Partners LLC, a Delaware limited liability company (the “Advisor”) and Stardust Power Inc, a Delaware corporation (“Company.”)
Amendment No. 2 to Services AgreementServices Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This amendment, dated July 1, 2023 (this “Amendment”) amends the Services Agreement, dated, March 16, 2023 (the “Original Agreement” and as modified by this Amendment, the “Agreement”), between VIKASA Capital Partners LLC (“we” or “VIKASA”) and Stardust Power Inc. on behalf of itself and its affiliated entities (“you” or “Client”) related to VIKASA providing services related to capital markets advisory including capital raising and a potential special purpose acquisition company (“SPAC”) combination. Capitalized terms used, but not otherwise defined, in this Amendment shall have the respective meanings ascribed to them in the Original Agreement and identical terms defined in this Amendment and in the Original Agreement shall have the respective meanings ascribed to them herein. The Original Agreement was executed pursuant to the Agreement, dated March 16, 2023, between VIKASA Capital Partners LLC and Stardust Power, Inc. (the “Agreement”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [•], 2024 (the “Effective Date”), is made and entered into by and among Global Partner Acquisition Corp II, a Delaware corporation (to be renamed “Stardust Power, Inc.” upon Closing (as defined below), the “Company”), and the Persons set forth on Schedule I to this Agreement (such Persons, together with any Person who becomes a party to this Agreement pursuant to Section 2 or Section 8 of this Agreement the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Business Combination Agreement.
Global Partner Acquisition Corp II Thornwood, NY 10594Securities Subscription Agreement • December 21st, 2020 • Global Partner Acquisition Corp II • Blank checks • New York
This agreement (this “Agreement”) is entered into on as of the date first written above by and between Global Partner Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Global Partner Acquisition Corp II, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares,” which term shall include any Class A ordinary shares into which any such Class B ordinary shares may be converted pursuant to the Company’s memorandum and articles of association), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 21st, 2023 • Global Partner Acquisition Corp II • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 21, 2023, is made by and among Global Partner Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Global Partner Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror” and, following the Closing, the “Public Company”), Stardust Power Inc., a Delaware corporation (the “Company”), and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), certain individuals, each of whom is a member of Acquiror’s board of directors and/or management (the “Insiders”). Sponsor, Acquiror, the Company and, solely for purposes of Sections 1, 3, 8 and 9 (and the other sections of this Agreement solely to the extent relating to Sections 1, 3, 8 and 9), the Insiders shall be referred to herein from time to time, collectively, as the “Parties” and each, individually, as a “Party”. Capitalized terms used but not otherwise defi
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2024 • Stardust Power Inc. • Chemicals & allied products • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of July 8, 2024, is made and entered into by and among Stardust Power Inc., a Delaware corporation (formerly known as Global Partner Acquisition Corp II, the “Company”), Roshan Pujari (the “Shareholder Representative”), Global Partner Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holder” on the signature page hereto (each such party, together with the Shareholder Representative, any Person controlled by the Shareholder Representative, the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). Except as otherwise stated, capitalized terms used but not otherwise defined herein shall have the meanings provided in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 24th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products
This Amendment No. 1 (this “Amendment”) to that certain Business Combination Agreement, dated as of November 21, 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Global Partner Acquisition Corp. II, a Cayman Islands exempted company (the “Acquiror”), Strike Merger Sub I, Inc., a Delaware corporation and direct wholly-owned Subsidiary of Acquiror (“First Merger Sub”), Strike Merger Sub II, LLC, a Delaware limited liability company and direct wholly-owned Subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and Stardust Power Inc., a Delaware corporation (the “Company”), is made and entered into as of April 24, 2024, by and among Acquiror, the Merger Subs and the Company. Defined terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
