Exhibit 4.5


 


CONTINGENT RIGHTS AGREEMENT


 


This Contingent Rights
Agreement (this “Agreement”) is made as of ______, 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”).


 


WHEREAS, the Company
has agreed to issue and sell to UBS Securities LLC and RBC Capital Markets, LLC (the “Representatives”), as representatives
of the several underwriters, an aggregate of 25,000,000 units (the “Units”) (or 28,750,000 Units assuming full exercise
of the underwriters’ over-allotment option) (the “Public Offering”), each unit comprised of one Class A
ordinary share of the Company, par value $.0001 per share (the “Ordinary Shares”), one-sixth of one redeemable warrant
to purchase one Ordinary Share (the “Detachable Warrants) and a contingent right (a “Contingent Right”) to receive
one-sixth of one redeemable warrant (the “Distributable Warrants” and, together with the Detachable Warrants, the “Warrants”)
upon the happening of the triggering event described herein, and in connection therewith, will deliver up to an aggregate of 28,750,000
Contingent Rights upon consummation of such public offering, of which 3,750,000 are attributable to the over-allotment option;


  


WHEREAS, the Warrants
are governed by that certain Warrant Agreement, dated as of the date hereof (the “Warrant Agreement”), by and between
the Company and Continental Stock Transfer & Trust Company as warrant agent;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-251558
(“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”)
of the Units, the Ordinary Shares, the Warrants and the Contingent Rights;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Contingent Rights, the terms upon which they shall be distributed, and the
respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Contingent Rights;
and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Contingent Rights, when executed on behalf of the Company and
countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


	1.	Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Contingent Rights, and the Rights Agent hereby accepts such appointment and agrees to act in accordance with the terms and conditions set forth in this Agreement.


 


	2.	Contingent Rights.


 


	 	2.1.	Form of Contingent Right. The Contingent Rights shall be considered to be attached to the Ordinary Shares, with each single Contingent Right attached to one Ordinary Share, and each single Ordinary Share having attached to it one Contingent Right. The Contingent Rights and are not separately transferable, assignable or salable, and will not be evidenced by any form of certificate or instrument.


 


		2.2	No Rights as Shareholder. A Contingent Right does
not entitle the holder thereof to any of the rights of a holder of Ordinary Shares of the Company, including, without limitation,
the rights to receive dividends or other distributions, exercise any preemptive rights, vote, consent, receive notice as shareholders
in respect of meetings of shareholders or the election of directors of the Company, or any other matter.



 


	3.	Terms of Contingent Rights.


 


	 	3.1.	Contingent Rights. Each Contingent Right shall entitle the holder thereof to receive one-sixth of one Distributable Warrant at the Distribution Time (as defined in the Warrant Agreement). No additional consideration shall be paid by a holder of Contingent Rights in order to receive his, her or its Distributable Warrants at the Distribution Time. In no event will the Company be required to net cash settle any Contingent Rights or distribute any fractional Distributable Warrants. 


 






     


     


    

 


	 	3.2.	Distribution
Time. At the Distribution Time, the Company will effect a distribution of a number of Distributable Warrants pursuant to the
terms and conditions of the Warrant Agreement.


 


	 	3.3.	Duration of Contingent Rights. If a holder of an Ordinary Share submits that Ordinary Share for redemption in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, the Contingent Right attached to such Ordinary Share shall expire and shall be worthless. 


 


	4.	Provisions Concerning the Rights Agent and Other Matters.


 


	 	4.1.	Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the Contingent Rights.


 


	 	4.2.	Resignation, Consolidation, or Merger of Rights Agent.


 


	 	4.2.1.	Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder of the Contingent Right, then the holder of any Contingent Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 


	 	4.2.2.	Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the transfer agent for the Warrants not later than the effective date of any such appointment.


 


	 	4.2.3.	Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without any further act.


 


	 	4.3.	Fees and Expenses of Rights Agent.


 


	 	4.3.1.	Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as s Rights Agent hereunder and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


	 	4.3.2.	Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the provisions of this Agreement.


 






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		4.4.	Liability
of Rights Agent.



 



	 	4.4.1.	Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


	 	4.4.2.	Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


  


	 	4.4.3.	Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity of any Contingent Right; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Contingent Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization any Distributable Warrants to be distributed pursuant to this Agreement or any Contingent Right or as to whether any Warrant will, when distributed, be an enforceable obligation of the Company.


 


	 	4.5.	Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to act upon the terms and conditions herein set forth.


 


	 	4.6.	Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	5.	Miscellaneous Provisions.


 


	 	5.1.	Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns.


 


		5.2.	Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Contingent
Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Rights Agent), as follows:





 


Global Partner Acquisition Corp II


7 Rye Ridge Plaza, Suite 350


Rye Brook, NY


Attn: Paul Zepf


 






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Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Contingent Right or by the Company to or on the Rights Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Rights Agent
with the Company), as follows:


 


Continental Stock Transfer & Trust
Company


1 State Street


New York, NY 10004


Attn: Fran Wolf


 


with a copy to:


Ellenoff Grossman & Schole, LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Richard Baumann, Esq.


 


and


 


Paul Hastings LLP


515 South Flower Street, Twenty-Fifth Floor


Los Angeles, CA 90071


Attn: Jonathan Ko, Esq.


 


and


 


UBS Securities LLC


1285 Avenue of the Americas


New York, New York 10019


Attn: Syndicate


 


and


 


RBC Capital Markets, LLC


200 Vesey Street


New York, New York 10281


Attn: Equity Syndicate


 


	 	5.3.	Applicable Law. The validity, interpretation, and performance of this Agreement and of the Contingent Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 5.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. 


  


	 	5.4.	Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the holders of the Contingent Rights, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. The Representatives shall be deemed to be third-party beneficiaries of this Agreement with respect to Sections 3.1, 5.2 and 5.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representatives with respect to Sections 3.1, 5.2 and 5.8 hereof) and their successors and assigns and of the holders of the Contingent Rights.


 






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	 	5.5.	Examination of this Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the County of Nassau County, State of New York, for inspection by the holder of any Contingent Right.


 


	 	5.6.	Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
	 	 	 
	 	5.7.	Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


  


	 	5.8.	Amendments.
    This Agreement may be amended by the parties hereto without the consent of any holder of any Contingent Right for the purpose
    of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or
    changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem
    necessary or desirable; provided, however, that any amendment that will adversely affect the interests of
    holders of Contingent Rights shall require the consent or vote of the holders of not less than two-thirds of the
    then-outstanding Contingent Rights, as evidenced by their ownership of the Ordinary Shares. The provisions of this Section 5.8 may not be modified, amended or deleted without
    the prior written consent of the Representatives.


 


	 	5.9.	Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, this Agreement has been
duly executed by the parties hereto as of the day and year first above written.


 


	 	GLOBAL PARTNER ACQUISITION CORP II
	 	 
	 	By:	 
	 	 	Name: 	Paul J. Zepf
	 	 	Title: 	Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature page to Contingent Rights
Agreement]