Exhibit 10.1


 


THIS PROMISSORY NOTE (“NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE
THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


	Principal
    Amount:  Up to $1,000,000.00 	November 1, 2017


 


Global Partner Acquisition
Corp., a Delaware corporation (“Maker”), promises to pay to the order of Global Partner Sponsor I LLC or
its registered assigns or successors in interest or order (“Payee”), the principal sum of up to One Million
Dollars ($1,000,000.00) in lawful money of the United States of America, on the terms and conditions described below.  All
payments on this Note (unless the full principal and the Capital Commitment Fee (as hereinafter defined) are converted pursuant
to Section 17 below) shall be made by check or wire transfer of immediately available funds to such account as Payee may from time
to time designate by written notice in accordance with the provisions of this Note.


 


		1.	Repayment. The principal balance of this Note and the Capital Commitment Fee shall
be payable on the earliest to occur of (i) the date on which Maker consummates its initial business combination, (ii)  February
28, 2018, and (iii) the date that the winding up of Maker is effective (such date, the “Maturity Date”). The
principal balance and Capital Commitment Fee may not be prepaid without Payee’s written consent.



 


		2.	Interest. This Note shall be non-interest bearing.



 


		3.	Capital Commitment Fee. In consideration of its agreement to commit to loan Maker up to
One Million Dollars ($1,000,000.00), Maker agrees to pay to Payee a capital commitment fee in the amount of Fifty Thousand Dollars
($50,000.00)(the “Capital Commitment Fee”).



 


		4.	Drawdown Requests. Payee, in its sole and absolute discretion, may fund up to One Million
Dollars ($1,000,000.00) for costs reasonably related to Maker’s consummation of an initial business combination. The principal
of this Note may be drawn down from time to time until the date on which Maker consummates its initial business combination, upon
written request from Maker to Payee (each, a “Drawdown Request”); provided that Maker shall not request a drawdown
of more than Five Hundred Thousand Dollars ($500,000) prior to the execution of a definitive merger agreement relating to the initial
business combination. Each Drawdown Request must state the amount to be drawn down, and must be in multiples of not less than Two
Hundred Fifty Thousand Dollars ($250,000) unless agreed upon by Maker and Payee. Payee, in its sole discretion, shall fund each
Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum
amount of drawdowns collectively under this Note shall not exceed One Million Dollars ($1,000,000.00). Once an amount is drawn
down under this Note, it shall not be available for future Drawdown Requests even if prepaid. Except as set forth herein, no fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.



 


		5.	Application of Payments. All payments received by Payee pursuant to this Note shall
be applied first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, then to the payment of the Capital Commitment Fee, and finally to the reduction of
the unpaid principal balance of this Note.



 






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		6.	Events of Default. The following shall constitute an event of default (“Event
of Default”):



 


(a) Failure to Make Required
Payments. Failure by Maker to pay the principal amount due pursuant to this Note or the Capital Commitment Fee within five (5)
business days of the Maturity Date.


 


(b) Voluntary Bankruptcy, etc.
The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


 


	 	7.	Remedies.




 


(a) Upon
the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, the Capital Commitment Fee and all other
amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding.


 


(b) Upon
the occurrence of an Event of Default specified in Sections 6(b) and 6(c) hereof, the unpaid principal balance of this Note, the
Capital Commitment Fee and all other amounts payable hereunder, shall automatically and immediately become due and payable, in
all cases without any action on the part of Payee.


 


8. Priorities. Maker and Payee acknowledge that Maker is the obligor under certain other promissory notes to Payee (the “Other
Notes”). Notwithstanding anything to the contrary in the Other Notes, Maker and Payee agree that (i) if the Maturity
Date pursuant to this Note occurs by reason of the consummation of the initial business combination, Maker shall repay all amounts
due and payable under this Note in priority to the repayment of the Other Notes, (ii) if the Maturity Date pursuant to this Note
occurs for any reason other than the consummation of the initial business combination, Maker shall repay all amounts due and payable
under this Note and the Other Notes pari passu based upon the respective amounts due and payable under this Note and the
Other Notes.


 


9. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand,
notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings
instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future
laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment,
levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment;
and Maker agrees that any real or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof, on
any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.


 


10. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or
enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver
or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or
modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that
additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting
Maker’s liability hereunder.


 






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11.
Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in
writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile
or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to
such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to
the electronic mail address most recently provided to such party or such other electronic mail address as may be designated
in writing by such party.  Any notice or other communication so transmitted shall be deemed to have been given on
the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by
facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days
after mailing if sent by mail.


 


12. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO
THE CONFLICT OF LAWS PROVISIONS THEREOF.


 


13. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


14. Trust Waiver.  Notwithstanding anything herein to the contrary, Payee hereby waives any claim in or to any distribution
of or from the trust account (the “Trust Account”) established in connection with Maker’s initial public
offering (the “IPO”), and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any
claim against the Trust Account for any reason whatsoever; provided, however, that on the Maturity Date, Maker shall repay the
principal balance of this Note and the Capital Commitment Fee out of the proceeds released to Maker from the Trust Account.


 


15. Amendment; Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written
consent of Maker and Payee.


 


16. Assignment.  No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party
hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment
without the required consent shall be void; provided, however, that the foregoing shall not apply to an affiliate of
Payee who agrees to be bound to the terms of this Note.


 


17. Conversion.


 


(a) At Payee’s
option, at any time prior to payment in full of the principal balance of this Note and the Capital Commitment Fee, Payee may elect
to convert all or any portion of the unpaid principal balance of this Note and/or the Capital Commitment Fee into that number of
shares of common stock (the “Conversion Shares”) equal to: (x) the portion of the principal amount
of this Note and/or Capital Commitment Fee being converted pursuant to this Section 17, divided by (y) $10.00, rounded up to the
nearest whole number of shares. The Conversion Shares, and any other equity security of Maker issued or issuable with respect to
the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation,
consolidation or reorganization, shall be entitled to the registration rights set forth in Section 18 hereof.


 


(b) Upon any complete
or partial conversion of the principal amount of this Note and Capital Commitment Fee, (i) such principal amount and Capital Commitment
Fee shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender
and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion
Shares, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount and Capital Commitment Fee
that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note,
Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons,
the “Holders”) the Conversion Shares, which shall bear such legends as are required, in the opinion of counsel
to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws.


 


(c) The Holders shall
pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Shares upon conversion
of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from
any transfer requested by the Holders in connection with any such conversion.


 






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(d) The Conversion
Shares shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions
of law.


 


18. Registration Rights.


 


(a) Reference is made
to that certain Registration Rights Agreement between Maker and the parties thereto, dated as of July 29, 2015 (the “Registration
Rights Agreement”). All capitalized terms used in this Section 18 shall have the same meanings ascribed to them in the
Registration Rights Agreement.


 


(b) The Holders shall
be entitled to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration
Rights Agreement.


 


(c) The Holders shall
also be entitled to include the Conversion Shares in Piggyback Registrations, which shall be subject to the same provisions as
set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter advises
Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall not have
any priority for inclusion in such Piggyback Registration.


 


(d) Except as set forth
above, the Holders and Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration
Rights Agreement.


  


[Signature Page Follows]


 



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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


 




	 	GLOBAL PARTNER ACQUISITION CORP.
	 	 
	 	By: 	/s/ Paul Zepf
	 	Name:	Paul Zepf
	 	Title:	Chief Executive Officer



 


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