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).
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
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 12th, 2024 • Stardust Power Inc. • 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.
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.
