Exhibit 10.1


 


 INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of January 11, 2021 by and between Global Partner Acquisition Corp II, a Cayman Islands exempted company (the
“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form
S-1, File No. 333-251558 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”),
one-sixth of one redeemable warrant and a contingent right to receive one-sixth of one redeemable warrant under certain circumstances
and subject to adjustment (as described in the Prospectus), each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting Agreement
(the “Underwriting Agreement”) with UBS Securities LLC and RBC Capital Markets, LLC, as representatives
(the “Representatives”) of the several underwriters (the “Underwriters”) named
therein; and


 


WHEREAS, as described in the Prospectus, $275,000,000 of the
gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $300,000,000
if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited
and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of
the Property equal to $9,625,000, or $10,500,000 if the Underwriters’ option to purchase additional units is exercised in
full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby
agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank,
N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account subject
to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction of the
Company, invest and reinvest the Property only in United States government securities within the meaning of Section 2(a)(16) of
the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or
any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee
may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account
funds are un-invested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 






     


    


    

 


(d) Collect and receive, when due, all principal, interest or
other income arising from the Property, which shall become part of the “Property,” as such term is used
herein;


 


(e) Promptly notify the Company and the Representative of all
communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may be
requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating
to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial
statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding for protecting or
enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of the
activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only after and
promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on
behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest
to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon
the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the
Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association,
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its
income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders
of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially
deposited in the Trust Account;


 


(j) Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal
Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or
other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long as there is
no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that
to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and
agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds,
and the Trustee shall have no responsibility to look beyond said request;


 


(k) Upon written request from the Company, which may be given
from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption
Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers on behalf of Public Shareholders
redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s
amended and restated memorandum and articles of association; and


 






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(l) Not make any withdrawals or distributions from the Trust
Account other than pursuant to Section 1(i), (j) or (k) above.


  


2. Agreements and Covenants of the Company. The Company
hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing,
signed by the Company’s Chief Executive Officer, President, Chief Financial Officer or other authorized officer of the Company.
In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof, the Trustee shall be
entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith
and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided
that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold the Trustee harmless
and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses
suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses
and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends
to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against
such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without
the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in
such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on Schedule A
hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject
to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees
unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee
shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s shareholders
regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving
the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit
or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such
Business Combination;


 


(e) Provide the Representative with a copy of any Termination
Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account
promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company and the Representative,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form
of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those distributions that
are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under
this Agreement;


 


(h) If the Company seeks to amend any provisions of its amended
and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to
provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business
Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the
time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares
(in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment
Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public
Shareholders who exercise their redemption option in connection with such Amendment; and(i) Within five (5) business days after
the Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such option to purchase
additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 






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3. Limitations of Liability. The Trustee shall have no
responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire or otherwise
be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b) Take any action with respect to the Property, other than
as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any principal
and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless
and until it shall have received written instructions from the Company given as provided herein to do so and the Company shall
have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Change the investment of any Property, other than in compliance
with Section 1 hereof;


 


(e) Refund any depreciation in principal of any Property;


 


(f) Assume that the authority of any person designated by the
Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(g) The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which
counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h) Verify the accuracy of the information contained in the
Registration Statement;


 


(i) Provide any assurance that any Business Combination entered
into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(j) File information returns with respect to the Trust Account
with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable
by the Company, if any, relating to any interest income earned on the Property;


 


(k) Prepare, execute and file tax reports, income or other tax
returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of
whether such tax is payable by the Trust Account or the Company, including, but not limited to, income tax obligations, except
pursuant to Section 1(j) hereof; or


 


(l) Verify calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 






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4. Trust Account Waiver. The Trustee has no right of
set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust
Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section
2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that
it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that
a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has completed the liquidation
of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property
in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the Trustee
will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the
Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such
confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or transmission of the funds.


 


(b) This 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. This Agreement may be executed in several original or facsimile
counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in
connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation
to provide for the redemption of the Ordinary Shares in connection with an initial Business Combination or an Amendment or to redeem
100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in
the Company’s amended and restated memorandum and articles of association), this Agreement or any provision hereof may only
be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 






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(d) The parties hereto consent to the jurisdiction and
venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY.


 


(e) Any notice, consent or request to be given in connection
with any of the terms or provisions of this 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 by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


 cgonzalez@continentalstock.com


 


if to the Company, to:


 


Global Partner Acquisition Corp II


7 Rye Ridge Plaza, Suite 350


New York, NY 10573


Attn: Paul J. Zepf


Email: paul@gpac2.com


 


in each case, with a copy to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Stuart Neuhauser, Esq.


E-mail: sneuhauser@egsllp.com


 


and


 


UBS Securities LLC 


1285 Avenue of the Americas

New York, NY 10019


Attn: Syndicate


 


and


 


RBC Capital Markets, LLC


200 Vesey Street

New York, NY 10281


Attn: Equity Syndicate


 


In each case, with a copy to:


 


Paul Hastings LLP 


200 Park Avenue


New York, NY 10166 


Attn: Frank Lopez and Jonathan Ko 


E-mail: franklopez@paulhastings.com and jonathanko@paulhastings.com








 






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(f) Each of the Company and the Trustee hereby represents that
it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations
as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account,
including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint product of the Trustee and the
Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall
not be construed for or against any party hereto.


 


(h) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient
delivery thereof.


 


(i) Each of the Company and the Trustee hereby acknowledges
and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this Agreement.


 


(j) Except as specified herein, no party to this Agreement may
assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly executed this
Investment Management Trust Agreement as of the date first written above. 


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 /s/ Francis Wolf
	 	Name:	 Francis Wolf
	 	Title:	 Vice President
	 	 
	 	GLOBAL PARTNER ACQUISITION CORP II
	 	 	 
	 	By:	 /s/ Paul J. Zepf
	 	Name: 	Paul J. Zepf
	 	Title:	Chief Executive Officer


  


[Signature Page to Investment Management
Trust Agreement]


  









     


    


    

 


SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$	3,500	 
	Annual fee	 	First year, initial closing of the Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 









     


    


    

  


EXHIBIT A 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Global Partner Acquisition Corp II (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [    ], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with ___________ (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period
as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the trust operating
account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Representative (with respect to the Deferred Discount)
and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said
trust operating account at JPMorgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will earn
any interest or dividends.


 


On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that the Business Combination has been consummated, or will be consummated substantially concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii)
the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of
the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 


In the event that the Business Combination is not consummated
on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Global Partner Acquisition Corp II
	 	 	 
	 	By:	             
	 	Name: 	 
	 	Title:	 


 


	cc:	
        UBS Securities LLC

        RBC Capital Markets, LLC



  









     


    


    

 


EXHIBIT B 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Global Partner Acquisition Corp II (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of [     ], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account
at JPMorgan Chase, N.A., to await distribution to the Public Shareholders. The Company has selected __________ as the effective
date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds.
It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating
account You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds
directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement. 


 


	 	Very truly yours,
	 	 
	 	Global Partner Acquisition Corp II
	 	 	 
	 	By:	               
	 	Name: 	 
	 	Title:	 


 


	cc:	
        UBS Securities LLC

        RBC Capital Markets, LLC









 






     


    


    

 


EXHIBIT C 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Global Partner Acquisition Corp II (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of [     ], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $___________ of the interest income earned
on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


The Company needs such funds to pay for the tax obligations
as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]  


 


	 	Very truly yours,
	 	 
	 	Global Partner Acquisition Corp II
	 	 	 
	 	By:	              
	 	Name: 	 
	 	Title:	 


 


	cc:	
        UBS Securities LLC

        RBC Capital Markets, LLC



 






     


    


    

 


EXHIBIT D 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Global Partner Acquisition Corp II (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of [     ], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ of the
principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement, this is to
advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[ ] of the proceeds of the Trust Account
to the trust operating account at [     ] for distribution to the shareholders that have requested redemption
of their shares in connection with such Amendment. 


 


	 	Very truly yours,
	 	 
	 	Global Partner Acquisition Corp II
	 	 	 
	 	By:	            
	 	Name: 	 
	 	Title:	 


 


	cc:	
        UBS Securities LLC

        RBC Capital Markets, LLC