GBPT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 27, 2018, our Board of Directors appointed Luisa Ingargiola and George Smith as independent members of the Board of Directors.

Luisa Ingargiola

From 2017 to present, Ms. Ingargiola serves as Chief Financial Officer of Avalon GloboCare. From 2007 to 2016, Ms. Ingargiola served as Chief Financial Officer of MagneGas Corporation (and board member from 2016 to June 2018).

Ms. Ingargiola currently serves as board member and audit committee chair of FTE Networks and ElectraMeccanica. She also serves as board member for Operation Transition Assistance Corporation and The JBF Foundation Worldwide.

Ms. Ingargiola received her Bachelors of Science from Boston University and her Masters of Business Administration from the University of Florida.

Aside from that provided above, Ms. Ingargiola does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

There were no arrangements or understandings between Ms. Ingargiola and any other persons pursuant to which she was selected as a board member.

There are no family relationships between Ms. Ingargiola and any of our directors or executive officers.

Ms. Ingargiola has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.

George Smith

Mr. Smith has been in the entertainment and amusement business for more than thirty years. During his industry tenure he has been involved in all facets of facilities operations and management. Currently, Mr. Smith is President/COO of Family Entertainment Group/Skymart and Chief Operating Officer of IVC Interactive Vending Corporation. In 2014, Mr. Smith was Co-Founder of Face to Face Entertainment Conferences F2FEC (conferences aimed at the owners and senior management of the top FEC’s and parks in the industry). Mr. Smith received his B.S.B.A from Clark University.

Aside from that provided above, Mr. Smith does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

There were no arrangements or understandings between Mr. Smith and any other persons pursuant to which she was selected as a board member.

There are no family relationships between Mr. Smith and any of our directors or executive officers.

Mr. Smith has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.

Committees

On December 28, 2018, our Board of Directors adopted charters for our newly created Nominating and Governance Committee, Audit Committee and Compensation Committee. We plan to post these charters to our website at www.globephotos.com.

Our Board of Directors appointed the following persons to the newly created committees as follows:

• Nominating and Governance Committee: Mark Lanier, Luisa Ingargiola, Jerry Nadal, with Mr. Lanier serving as Chairperson.
• Audit Committee: Mark Lanier, Luisa Ingargiola and George Smith, with Ms. Ingargiola serving as Chairperson, who is also an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.
• Compensation Committee: Jerry Nadal, Mark Lanier and George Smith, with Mr. Nadal serving as Chairperson.