EFTA01366418.pdf

restated certificate of incorporation. In addition. our bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity. trust or 11.4 other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense. liability or loss under the DGCL. Any repeal or amendment of provisions of our bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only. except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. We will enter into indemnification agreements with each of our officers, directors and director nominees a form of which is to be filed as Exhibit 10.7 to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us. and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Pursuant to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurral in connection with this offering, including certain liabilities under the Securities Act. Item 15. Recent Sales of Unregistered Securities. In May 2015. Global Partner Sponsor I LLC. our vonsor, purchased an aggregate of 3,881,250 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $aws per sham. The number of founder shams issued was determined based on the expectation that such founder shares would represent 20.0% of the outstanding shares upon completion of this offering. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(aX2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. In addition, our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 11,600,000 private placement warrants (or 12,815,000 warrants if the over-allotment option is exercised in full) at $0.50 per warrant (for an aggregate purchase price of $5,800.000, or $6,407,500 if the over-allotment option is exercised in full). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. Item 16. Exhibits and Financial Statement Schedules. (a) Erinbits. The list of exhibits following the signature page of this registration statement is incorporated herein by reference. (b) Financial Statements. Sec page F-1 for an index to the financial statements and schedules included in the registration statement. Item 17. Undertaldngs. (a) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the II-5 foregoing provisions. or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore. http/Amw.see.gov/Archives/cdgar/datail643953M00121390015005425/112015a2_globalpannechtm[7,27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057944 CONFIDENTIAL SONY GM_00204128 EFTA01366418