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”).
FORM OF STOCKHOLDER AGREEMENTForm of Stockholder Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • Chemicals & allied products • Delaware
THIS STOCKHOLDER AGREEMENT (this “Agreement”), is made as of [ ], 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 modif
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”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 7th, 2024 • Global Partner Acquisition Corp II • 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.
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.
Letter of Intent- Lithium Brine FeedstockGlobal Partner Acquisition Corp II • May 7th, 2024 • Chemicals & allied products
This Letter of Intent (LOI) documents the initial intent for Usha Resources Inc. (TSX:USHA), and/or its subsidiaries or nominees, (USHA) and Stardust Power Inc., a Delaware corporation, (“Stardust”), and or its subsidiaries or nominees,, to negotiate an agreement to work together collaboratively in good faith to assess the lithium brines from USHA’s Jackpot Lake Project and evaluate options to potentially supply Stardust with lithium brine products from USHA’s Jackpot Lake brine project.
SUBSCRIPTION AGREEMENTSubscription Agreement • May 7th, 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
