SELLING STOCKHOLDERS
The following table sets forth, as of May 17, 2021, the names of the Selling Stockholders for which we are registering Class A
Common Stock and the aggregate number of shares of Class A Common Stock that each Selling Stockholder may offer pursuant to this prospectus. The shares being offered by this prospectus include (i) 5,293,750 shares of Class A Common
Stock issued by the Company and transferred by certain other stockholders to the Selling Stockholders in a private placement in connection with the Business Combination and (ii) 2,015,042 shares of Class A Common Stock issued to the
Selling Stockholders upon the exercise of warrants assigned to the Selling Stockholders in connection with the Business Combination. The remaining 1,096,318 shares of Class A Common Stock being offered by this prospectus were purchased in the open
market.
Adam Gray, who has served as a director of the Company since February 2018 is (i) a manager of Coliseum Capital, LLC, which
is the general partner of Coliseum Capital Partners, L.P. (CCP), Coliseum Co-Invest Debt Fund, L.P. (CCDF), and Coliseum Capital Co-Invest III, L.P. (CCC III), and
(ii) a manager of Coliseum Capital Management, LLC, which is the investment advisor to CCP, CCDF, Blackwell Partners LLC Series A (Blackwell), and CCC III. In such capacities, Mr. Gray shares voting and dispositive
control over the securities held by CCP, CCDF, Blackwell, and CCC III.
Business Combination Transactions
In February 2018, in connection with the Business Combination, the Company entered into a subscription agreement (the Coliseum
Subscription Agreement) with CCP and Blackwell, pursuant to which CCP and Blackwell agreed to purchase from the Company an aggregate of 4,000,000 shares of Class A Common Stock at a purchase price of $10.00 per share (the
Coliseum Private Placement). In connection with the Coliseum Private Placement, Global Partner Sponsor I LLC (the Sponsor) assigned (i) an aggregate of 1,293,750 additional shares of Class A Common Stock to CCP and
Blackwell (the Coliseum Founder Shares) and (ii) pursuant to an Agreement to Assign Sponsor Warrants (the Coliseum Warrant Assignment Agreement) entered into on February 2, 2018 by and among the Sponsor, the Company,
Continental Stock Transfer and Trust Company, CCP, Blackwell, and CCDF, an aggregate of 3,282,500 warrants to purchase 1,641,250 shares of Class A Common Stock to CCP, Blackwell, and CCDF. The shares of Class A Common Stock acquired
by the Selling Stockholders in the Coliseum Private Placement and from the Sponsor, as well as the shares of Class A Common Stock issued upon the exercise of the warrants acquired in the Coliseum Private Placement, are included in the
registration statement of which this prospectus forms a part.
The Coliseum Subscription Agreement provides CCP and Blackwell (together,
the Coliseum Investors) with preemptive rights with respect to future sales of the Companys securities. So long as each Coliseum Investor holds at least 50% of the shares of Class A Common Stock held by it as of and after
giving effect to the Coliseum Private Placement, such Coliseum Investor is entitled to purchase up to their pro rata share of all equity securities issued by the Company, subject to certain exceptions.
In addition, the Coliseum Subscription Agreement provides CCP and Blackwell (and any other funds or accounts managed by Coliseum Capital
Management, LLC) with a right of first refusal, so long as they hold at least 50% of the shares of Class A Common Stock acquired in the Coliseum Private Placement, to provide all, but not less than all, of any of the following financings by the
Company or any of its subsidiaries: (i) preferred equity financing with a preference to or over any of the terms of the Companys common stock and (ii) any debt financing with a principal amount outstanding (together with all other
debt provided by lender or group of lenders) greater than or equal to $10 million, other than (x) the replacement or refinancing of existing indebtedness or (y) an asset based loan on customary terms with an all in interest rate of
not greater than 5% per year, by the Company or any of its subsidiaries.
The Coliseum Subscription Agreement also provides that, so long
as CCP and Blackwell, along with any funds or accounts managed by Coliseum Capital Management, LLC, hold at least 50% of the number of shares of Class A
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