2.60

1.80

2.15

3.30

3.75

5.10 0.15 5.10 4.50 - logo 0.15

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Disclaimer

Some statements contained in this presentation are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘possible,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘should,’’ ‘‘would’’ and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about:

•  our ability to complete our initial business combination;

•  our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•  our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

•  our potential ability to obtain additional financing to complete our initial business combination;

•  our pool of prospective target businesses;

•  the ability of our officers and directors to generate a number of potential investment opportunities;

•  our public securities’ potential liquidity and trading;

•  the lack of a market for our securities;

•  the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

•  our financial performance following this offering.

The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in the most recent registration statement on Form S-1 (the “Prospectus”) filed by us with the Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements.

Certain information, including the case studies contained herein relate to Eaglepoint Advisors or certain of its partners, advisors or affiliates (together, “Eaglepoint”). An investment in Global Partner Acquisition Corp. is not an investment in Eaglepoint. The historical results of Eaglepoint is not necessarily indicative of future performance of Global Partner Acquisition Corp.

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GPAC is a Special Purpose Acquisition Company

Completed its IPO in July 2015 and the shares and warrants now

trade on NASDAQ under the tickers “GPAC” and “GPACW”

respectively

Holds $155 million of cash plus access to additional debt and

equity capital as needed

Seeks to merge with a company with enterprise value of $150

million to $1 billion+

Creates public currency for

future transactions

Retain and provide future incentives for management

Access to capital for growth or debt

reduction

Monetize a meaningful portion of owners’ current

stake

Pricing certainty versus IPO

process

Maintain upside through the post-

merger public stock

4

The GPAC Team Combines Important Qualities

Successful “Ingredients” merger partners will evaluate GPAC Capabilities

Expertise in taking companies public and navigating the public markets post-IPO ü

Experience with expansion through corporate development and mergers and acquisitions ü

Proven operational consulting abilities ü

History of developing businesses through international markets ü

A management team with a history of assisting companies to address challenges and seize opportunities ü

Team members with a compelling track record of growing companies and creating value ü

5

Industry Sector Focus

We believe our senior management team’s investing, deal and operating expertise across multiple industry verticals will allow us to help you provide

effective solutions for your company

Technology Consumer / Retail Industrials Media Financial

Services

6

Experienced Management Team, Directors and Advisors

Name Past and Present Companies (Roles) Industry Expertise Specialty Years of Experience Selected Board Experience

William Kerr (Chairman)

•  Arbitron Inc. (CEO) •  Meredith Corp. (CEO) •  New York Times Company (Group President) •  McKinsey & Company

•  Media •  Marketing •  Consumer

products

•  Senior management •  Team Building •  Consultant

40+

•  The Interpublic Group •  Penton Media •  Whirlpool •  Principal Financial Group •  StorageTek

Paul Zepf (CEO)

•  Lazard (Managing Director) •  Lazard Alternative Investments and Lazard Capital

Partners (Managing Principal) •  Golub Capital LLC (MD) •  Corporate Partners I & II (Managing Principal) •  Morgan Stanley Merchant Banking Department

•  Generalist •  Private equity •  Investment •  Insurance

25+ •  Ironshore Ltd. •  BIH Holdings •  CP Financial

Andrew Cook (CFO)

•  Alterra Bermuda (President) •  Harbor Point (CFO, President) •  Axis Capital Holdings (CFO)

•  Financial services

•  Insurance •  Investment 30+

•  GreyCastle Life Reinsurance

•  Blue Capital Reinsurance Holdings

Gary DiCamillo (Vice Chairman)

•  Eaglepoint (Managing Partner) •  Advantage Resourcing (CEO) •  Polaroid Corp. (CEO) •  Black & Decker Power Tools (President) •  Culligan USA (VP, GM)

•  Consumer products

•  Manufacturing

•  Senior management •  Operations •  Marketing

30+

•  Sheridan Group •  Berkshire Manufactured

Products •  Select Staffing Corp. •  Rensselaer Polytechnic

Institute •  Whirlpool Corp. •  Massachusetts Business

Roundtable

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Experienced Management Team, Directors and Advisors

Name Past and Present Companies (Roles) Industry Expertise Specialty Years of Experience Selected Board Experience

Pano Anthos (Director)

•  Eaglepoint (Partner) •  GatherEducation (Co-Founder) •  Guided Launch (Founder) •  Hangout Industries (Founder) •  Clearcross (Founder)

•  Digital transformation

•  e-commerce •  Education •  Gaming

•  Entrepreneurship •  Tech solutions •  Marketing

25+ •  FCA International

Jeffrey Weiss (Director)

•  DFC Global (CEO) •  Bear Stearns (MD) •  Country Living Magazine (Founder)

•  Financial industry •  Publications

•  Senior management •  Investment •  Consolidations

30+ •  DFC Global

David Chamberlain (Advisor)

•  Eaglepoint (Managing Partner) •  Stride Right Corp. (CEO) •  Genesco (CEO) •  Shaklee Corp. (CEO) •  Nabisco Brands (Senior Management)

•  Consumer products •  Food products

•  Senior management •  Investment 40+

•  Eddie Bauer •  Papyrus •  Wild Oats •  Mrs. Fields •  US Chamber of Commerce •  WGBH Board of Advisors

Neal Goldman (Advisor)

•  Eaglepoint (Partner) •  CommonAngels Ventures (Limited Partner) •  Skype (Chief Legal & Regulatory Officer) •  3Com (Chief Legal & Administrative Officer)

•  Technology •  Legal •  Business 25+ •  Nets, Inc

•  US Robotics

Michael Johnston (Advisor)

•  Eaglepoint (Partner) •  Visteon Corporation (CEO) •  Johnson Controls, e-Business (Corporate

President)

•  Industrial •  Automotive •  Senior management 30+

•  Whirlpool •  Dover Corp. •  Armstrong World Industries

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Transaction Parameters – Our Criteria

Enterprise value: •  $150m to $1B+

Location: •  US or International

Current equity ownership type:

•  Primarily, private companies and spin-outs from public companies •  Selectively, public companies

Target industries: •  Consumer/Retail, Financial Services, Industrial, Media and Technology

Use of proceeds: •  Organic growth •  Strategic acquisitions •  Pay down existing debt •  Geographic expansion

Retained ownership for current shareholders:

•  Focus on partnering with a target business combination company whose existing owners want to retain significant equity upside in the business, typically between 20-80%, and which could include control of the public company post-merger

Cash consideration for current shareholders:

•  Flexibility to work with the current shareholders of the target merger partner to provide them with cash consideration from 20-80% of their enterprise value

Forms of consideration for current shareholders:

•  Primarily cash and the public stock of combined companies; however, GPAC can also issue preferred shares and / or debt as part of the consideration

Public company considerations:

•  Audited financial statements •  Ability to communicate the company’s fundamental investment story to the public markets •  Prior experience in taking a company public or running a public company is not required; the GPAC team

can bring their experience

Merger Partner Considerations

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Illustrative GPAC Solutions for Merger Partner

1

2

3

5

4

Company looking to sell greater stake than would be possible in typical IPO (up to 80% or more)

Private equity sponsor seeking liquidity, public valuation and a value-added partner for a portfolio company

Owner / Entrepreneur seeking liquidity and public currency for future growth / estate planning with the potential for retention of upside through continued ownership stake

Smaller companies seeking to merge in order to gain enough scale to achieve an appropriate public market valuation

Public or private companies looking to divest or spin-off assets while seeking price certainty, retained upside, and speed not available in typical IPO

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GPAC Structural Advantages

Structuring flexibility

§  GPAC can structure any mix of cash, stock or hybrid securities as payment §  Sellers can participate in future growth through shared upside §  GPAC can accommodate multiple selling shareholders’ needs in a single transaction

Reporting flexibility

§  As the transaction will involve a merger proxy instead of an S-1 filing, there is a greater ability to include projections and other descriptions to properly articulate the story to investors

Tax-efficiency §  GPAC can carry out a tax-free transaction

Speed to market and pricing certainty

§  A merger with GPAC can be a faster way to create public listing versus the marketing and road-show timeline of a traditional IPO

§  Negotiated pricing versus the uncertainty of a traditional IPO

Additional capital §  Access to third party and additional public capital at closing if GPAC’s cash proceeds in the trust are insufficient

ü

ü

ü

ü

ü

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The Alternative IPO – Ability to Monetize a Position in a Private Company

Private company finds barriers in executing a traditional IPO GPAC Solution

§  Uncertainty on price

§  Lengthy, costly process that often is disruptive to the business

§  Challenging unless company has a pristine track record

§  Market suspicion of secondary sales impacts execution

§  Earn-out provisions not typically possible

§  Subject to vagaries of changing market conditions

Better ability to report projections and tell the full story via a merger proxy statement

Process that is not as sensitive to market conditions

Monetizing owners’ stake with more certainty on price

Ability to execute in a cheaper, more timely, and less disruptive manner to the business

13

Private Equity Solutions

The GP is working with one or more of the following issues GPAC Solution

§  Traditional IPO would leave sponsor with a retained ownership position that lacks enough liquidity to be monetized in a reasonable period of time

§  Portfolio company has good growth potential but needs additional equity that the GP is unable to inject

§  Solid portfolio company and its management need an additional component in order to be attractive to investors

§  Desire to distribute shares as well as cash to LPs

§  Rapid liquidity versus a traditional IPO is desired

Relative ease of process along with a price certainty

Private equity company can exit stub through future stock sales and retain ownership potential

GPAC can distribute cash and shares to the LPs

Ability to execute in a cheaper, more timely, and less disruptive manner to the business

Process with tax flexibility and possibility for earn-outs

14

Corporate Divisional Spin-out

A Corporation Seeks to Spin-out a Division GPAC Solution

§  Parent company believes the division in non-core or is under pressure from shareholders to spin-out the division

§  Believes there is ongoing upside within the division

§  Wants to retain some links to the division

§  Divisional management may not have public company experience

§  Wants price certainty versus a traditional IPO

§  Wants to act rapidly without having to educate the market on the division

Ability to provide a negotiated valuation for the division

Availability of GPAC team to help divisional management with IPO process and on a continuing basis

Allows for the marketing and allocation of spin-out shares to fundamental investors who may be long-term holders

Retention of upside through continued ownership stake

More shareholder friendly than future sell by PE at higher valuations

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Achieving Scale in a Merger

Owners looking to seize consolidation opportunities GPAC Solution

§  Owners lack the capital or ability to fully take advantage of sizable merger consolidation opportunities

§  Company might lack critical scale on its own to go public

§  Preference for the ability to execute larger mergers and acquisitions in order to achieve goals more quickly

§  Public listing would be difficult given limited float,

aftermarket liquidity and ability to attract research coverage

Ability to tolerate concurrent merger versus an IPO

Certainty of minimum cash funding to close initial mergers and access to additional funding

Provides essential capital for growth and current or future bolt-on acquisitions

Telling a complex story and focusing on extended IR campaign

Ownership preserves participation in upside

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Public Company Requires Additional Equity Capital

Traditional sources of additional equity are not available GPAC Solution

§  Company has a complex story relating to its industry, management, past-performance and / or shareholder base which makes a traditional means of raising additional equity capital difficult

Cash in trust available at closing of deal

Additional debt or equity capital available as needed

Restructuring of company’s shareholder base

Provide essential capital for growth and repayment of debts

Appendix SPAC 101

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Deutsche Bank

Ideal sponsors ü Successful team of ‘deal makers’ and/or 'operators’

ü Long track record of value creation

ü Proprietary deal sourcing network

ü Differentiated and unique access to deep target set

ü Experience in M&A

ü Ability to bring value and management expertise post acquisition

ü Infrastructure to evaluate, underwrite and structure acquisition

ü Viable IPO candidates ‘in their own right’

ü Companies that seek –  ‘fast track’ IPO with limited market/timing risk –  ability to achieve earn-out –  flexibility to handle complicated structures –  access to Sponsor team

ü Seek an exit route and access to capital even in difficult debt and equity markets

ü Want to keep significant interest and upside potential

Ideal targets

A publicly listed SPAC is an acquisition vehicle whereby a sponsor team raises a blind pool of cash to merge with an operating company The SPAC structure gives investors access to top tier management that is highly incentivized to generate excess value through sourcing private equity opportunities SPACs have also been successfully utilized for other strategies, including de-leveraging and re-listing securities

Equity check

Target operating company

with debt and equity

Publicly listed

operating company

with debt and equity

Listed “SPAC” Target company Listed ‘successor’ company

How Does a SPAC Work?

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The Equilibrium of the SPAC Structure

§  Private equity-like investment with downside protection

§  Liquidity though publicly traded securities §  Downside protections from ring-fenced trust account

providing dissenting investors with the right to redeem §  Automatic liquidation if no acquisition within 2 year

timeframe §  Alignment of interest through sponsor capital at risk

and tranching of promote §  Access to incentivized best-in-class sponsors

(‘scarcity value’) §  No management fees or salaries paid

Benefits to investors

§  Opportunity to monetize proprietary deal flow in relatively quick time frame

§  SPAC has a public acquisition currency and does not rely on debt financing

§  Attractive entrepreneurial economics if acquisition is completed –  equity promote tranched to align interests with

investors –  opportunity to capture further upside as

shareholder and warrant holder §  Allows sponsor team to focus on one material

acquisition with affiliate / sidecar structure

Benefits to sponsors

§  ‘Fast track’ IPO §  Sponsor stamp of approval and other benefits/

synergies §  Reverse merging under managed/non core business

into publicly traded SPAC to partner with well-known sponsor team

§  Potential for seller to retain significant upside by being paid in stock (with opportunity for earn-out equity)

§  No private equity control issues §  Much less disruptive to seller/company and

employees than traditional IPO §  Ability to structure complex transactions to meet

seller’s specific needs §  Flexible capital

Benefits to sellers

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Considerations Associated with SPACs

Selected Recent De-SPACs

% Public Shares Redeemed

% of Cash Available at Closing of

Merger

Boulevard Acq Corp / AgroFresh 0% 100%

Capitol Acq Corp II / Lindblad Expeditions 0% 100%

Levy Acq Corp / Del Taco 0% 100%

Silver Eagle Acq Corp / Videocon d2h 0% 100%

Recent SPAC issuers have managed key structural considerations in order to satisfy the merger partner, public shareholders and the sponsor, including:

Ability to Deliver Virtually All Cash in Trust at Closing of Business

Combination

Dilution from Warrants and Sponsor Promote Recent SPAC business combinations have

successfully managed the dilution from the public investors' warrants, Sponsor's purchased warrants and Sponsor promote in order to ensure that the transaction provided meaningful upside to all constituents - from the perspective of the merger partner, public SPAC investors and the Sponsor

+

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Illustrative SPAC Acquisition Timeline

–  Negotiate terms with seller and finalize definitive agreement

–  Wall cross SPAC investors to preview transaction opportunity if necessary and get feedback

–  Target both SPAC investors and new fundamental investors

–  Draft merger proxy and complete financial audit and other documentation necessary to file

–  Finalize bank committed financing, if necessary

– File 8-K merger press release and sign definitive agreement –  Concurrently or as soon as practical, file a full merger

proxy statement and investor presentations –  SEC review with initial comments received in ~4 weeks

and completed within 2-3 months when proxy is declared effective and mailed to investors

–  Update financials as needed

Negotiation / Documentation

Regulatory review

– Begin equity roadshow to market transaction to existing and new fundamental investors

– Attempt to rotate sellers with new fundamental investors

–  Launch and complete debt roadshow marketing, if necessary

Marketing

– Shareholder vote typically within 2 weeks of sending proxy to investors

– Notice of redemption due 2 days prior to shareholder vote

– Most recent SPAC’s have closed with virtually 100% of their cash available to complete the merger

Shareholder approval

4-6 weeks 2-3 months 2 weeks

A de-spacing process will typically take around 3 months from the time of announcement

to closing

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Sound the market

–  Under NDA, prior to announcement, meet with a combination of existing shareholders and prospective investors

–  Feedback is valuable and will shape how the acquisition is communicated to the market

–  “Third party validation”

Early momentum is critical

–  File proxy or tender documents shortly after announcement to expedite process

–  Encouraging new buyers to acquire shares in the open market immediately helps to create urgency in the market and push share price up towards cash value

–  With early momentum, existing holders are more likely to be supportive

Deal marketing

–  Roadshow to investors immediately post announcement

–  Focus on natural, fundamental owners for the new company

–  Visit with existing shareholders to get their support as well

Process can be iterative

–  Important to stay in front of shareholders throughout process

–  Financials will be updated, as required

–  Keep marketing

Investor “approval” –  Goal is to have shares trading at a premium to cash in trust

–  As a result of the marketing, shareholders may be different than at the time of the announcement or the IPO as shares will recycle

Prior to announcement:

–  speak to investors under NDA regarding proposed transaction

Announcement day:

–  investor call –  file roadshow

presentation Marketing period:

–  file proxy or tender documents

–  meet with new and existing investors

–  conference calls –  update filings as needed –  maintain flexibility Complete acquisition

Key milestones

Key Acquisition Timeline Considerations