Exhibit 10.5


 


Global Partner Acquisition Corp II


7 Rye Ridge Plaza


Suite 350


Rye Brook, NY 10573


 


January 11, 2021


 


Global Partner Sponsor II LLC


7 Rye Ridge Plaza


Suite 350


Rye Brook, NY 10573


Attn: Paul J. Zepf


 


Re: Administrative
Support Agreement


 


Ladies and Gentlemen:


 


This letter agreement
by and between Global Partner Acquisition Corp II (the “Company”) and Global Partner Sponsor II LLC (“GPS II”),
dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed
on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier
of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described
in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):


 


(i) GPS II shall make
available, or cause to be made available, to the Company (i) 7 Rye Ridge Plaza, Suite 350, Rye Brook, NY 10573, (or any successor
location of GPS II) and (ii) investment support services, including but not limited to the services of one or more investment professionals
from time to time, relating to the creation and maintenance of the Company’s website and miscellaneous additional services
as may be reasonably required by the Company. In exchange therefor, the Company shall pay GPS II the sum of $25,000 per month on
the Listing Date and continuing monthly thereafter until the Termination Date; and


 


(ii) GPS II hereby
irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of,
this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out
of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of
the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”) as a result of,
or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further
agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other
assets in the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. 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
constitutes the entire relationship of the parties hereto, and this letter agreement and any litigation between the parties (whether
grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant
to the laws of the State of New York, without giving effect to its choice of law principles.


[Signature Page Follows]


 




    


     


    


 


	 	Very truly yours,
	 	 
	 	GLOBAL PARTNER ACQUISITION CORP II
	 	 	 
	 	By:	/s/ Paul J. Zepf
	 	 	Name:	 Paul J. Zepf
	 	 	Title:	Chief Executive Officer and Chairman


 


AGREED TO AND ACCEPTED BY:


 


GLOBAL PARTNER SPONSOR II LLC


 


	By:	/s/ Paul J. Zepf	 
	 	Name:	 Paul J. Zepf	 
	 	Title:  	Managing Member 	 



 


[Signature Page to Administrative Support
Agreement]