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
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
