Form of Contingent Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant

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:

Global Partner Acquisition Corp II

7 Rye Ridge Plaza, Suite 350

Rye Brook, NY

Attn: Paul Zepf

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

[Signature Page Follows]

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

[Signature page to Contingent Rights Agreement]