Exhibit 10.4


 


January 11, 2021


 


Global Partner Acquisition Corp II 


 


7 Rye Ridge Plaza, Suite 350


Rye Brook, NY 10573 


 


Re: Initial Public
Offering


 


Ladies and Gentlemen:


 


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-sixth of one
redeemable warrant (the “distributable redeemable warrants” and, together with the detachable redeemable
warrants, the “Warrants”), each whole Warrant entitling the holder thereof to purchase one Ordinary Share
at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph
1 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Global Partner Sponsor II LLC (the “Sponsor”)
and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1. Definitions. As used herein,
(i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities; (ii) “Founder Shares” shall
mean the 7,500,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation
of the Public Offering; (iii) “Private Placement Warrants” shall mean the warrants to purchase up to
5,233,333 Ordinary Shares of the Company (or 5,566,667 Ordinary Shares of the Company if the Underwriters’ option to purchase
additional units is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,850,000 (or
up to $8,350,000 if the Underwriters’ option to purchase additional units is exercised in full), or $1.50 per Warrant, in
a private placement that shall close simultaneously with the consummation of the Public Offering; (iv) “Public Shareholders”
shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares”
shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement
Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or
agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is
to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction
specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated
Memorandum and Articles of Association, as the same may be amended from time to time.


 






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2. Representations and Warranties.


 


(a) The Sponsor and each Insider, with
respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without
violating any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer
of the Company and/or a director on the Company’s Board of Director (the “Board”), as applicable,
and each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director
of the Company, as applicable.


 


(b) Each Insider represents and warrants,
with respect to herself or himself, that such Insider’s biographical information furnished to the Company (including any
such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information
with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company is true and accurate
in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent in any legal
action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any
dealings in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has
never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.


 


3. Business Combination Vote. It
is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that
if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial
Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him,
as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection
with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such
shareholder approval.


 


4. Failure to Consummate a Business
Combination; Trust Account Waiver.


 


(a) The Sponsor and each Insider hereby
agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business
Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable steps to cause
the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more
than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
release to the Company to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. The Sponsor and each Insider agree not to propose any amendment
to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide holders of the Public
Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public
Shares if the Company does not complete an initial Business Combination within the required time period set forth in the Charter
or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public
Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to the Company to pay taxes, if any, divided by the number of then-outstanding Public
Shares.


 






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(b) The Sponsor and each Insider, with
respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or
to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect
to the Founder Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to
any Founder Shares and Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder
vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the
substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed
in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an
initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to
the rights of holders of Public Shares (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect
to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth
in the Charter).


 


5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the Insiders agree
that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of
(A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business
Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all
of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the
“Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination,
the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder
Shares Lock-up.


 


(b) The Sponsor and Insiders agree that
they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days
after the completion of an initial Business Combination.


 


(c) Notwithstanding the provisions set
forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares
underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family
members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor; (b) in
the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary
of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c)
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an
individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation
of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary
Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation
or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of an initial
Business Combination; (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or
(i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the
Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent
to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through
(e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the
other restrictions contained in this Letter Agreement.


 


(d) During the period commencing on the
effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without
the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible
into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions
enumerated in Section [6(h)] of the Underwriting Agreement.


 






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6. Remedies. The Sponsor and each
of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in
the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4,
5, 7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the
non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or
in equity, in the event of such breach.


 


7. Payments by the Company. Except
as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company
nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies
in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


8. Director and Officer Liability Insurance.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.


 


9. Termination. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 


10. Indemnification. In the event
of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company (except for the Company’s independent auditors) or (ii) any prospective target business with which the
Company has discussed entering into a transaction agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the
trust assets, in each case net of interest that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply
to any claims by a third party or Target who executed a waiver of any and all rights to the monies held in the Trust Account (whether
or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the
right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following
written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake
such defense.


 


11. Forfeiture of Founder Shares.
To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the
Prospectus in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no
consideration, for cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal
of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and Insiders
further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share
capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior to the consummation of
the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary
Shares and Founder Shares outstanding at such time.


 


12. Entire Agreement. This Letter
Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 






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13. Assignment. No party hereto
may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each
of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. This Letter 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.


 


15. Effect of Headings. The paragraph
headings herein are for convenience only and are not part of this Letter Agreement and shall not affect the interpretation thereof.


 


16. Severability. This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17. Governing Law. This Letter Agreement
shall be governed by and construed and enforced in accordance with 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 parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


18. Notices. Any notice, consent
or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 	 
	 	Global Partner Sponsor II LLC
	 	 	 
	 	By:	/s/
Paul J. Zepf     
	 	Name: 	Paul J. Zepf
	 	Title:	
        Managing Member



 


	 	By:	/s/
Paul J. Zepf  
	 	Name: 	Paul J. Zepf


 


	 	By:	  /s/ David Apseloff    
	 	Name:	 David Apseloff


 


	 	By:	/s/
Pano Anthos    
	 	Name: 	Pano Anthos


 


	 	By:	/s/
Andrew Cook    
	 	Name: 	Andrew Cook


 


	 	By:	/s/
Gary DiCamillo    
	
         
	Name: 	
        Gary DiCamillo

	 	 	 
	 	By:	/s/
Claudia Hollingsworth   
	 	Name:	Claudia Hollingsworth


 


	 	By:	/s/
William Kerr   
	 	Name: 	William Kerr


 


	 	By:	/s/
James McCann  
	 	Name: 	
        James McCann

	 	 	 
	 	By:	/s/
Jay Ripley    
	 	Name: 	Jay Ripley


 


Acknowledged and Agreed:


 


Global
Partner Acquisition Corp II


 


	By:	 /s/ Paul J. Zepf	 
	 	Name: 	Paul J. Zepf	
	 	
    Title:
	Chief Executive Officer
	
         

			 
	 		 	 


  


 


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