GLOBAL PARTNER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 29, 2015Warrant Agreement • August 4th, 2015 • Global Partner Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 29, 2015, is by and between Global Partner Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
13,500,000 Units1 Global Partner Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2015 • Global Partner Acquisition Corp. • Blank checks • New York
Global Partner Acquisition Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 13,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,025,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitali
PURPLE INNOVATION, INC. (a Delaware corporation) 14,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2022 • Purple Innovation, Inc. • Household furniture • New York
Purple Innovation, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (the “Underwriter”), with respect to (i) the sale by the Company and the purchase by the Underwriter of 14,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 2,100,000 additional shares of Class A Common Stock. The aforesaid 14,000,000 shares of Class A Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 2,100,000 shares of Class A Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”
Global Partner Acquisition Corp. c/o Ellenoff Grossman & Schole LLP New York, NY 10105 Attn: Stuart NeuhauserGlobal Partner Acquisition Corp. • June 12th, 2015 • New York
We are pleased to accept the offer Global Partner Sponsor I LLC (the “Subscriber” or “you”) has made to purchase 3,881,250 shares of common stock (the “Shares”), $.0001 par value per share (the “Common Stock”), up to 506,250 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Global Partner Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2015 • Global Partner Acquisition Corp. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2015, is made and entered into by and among Global Partner Acquisition Corp., a Delaware corporation (the “Company”), Global Partner Sponsor I, LLC., a Delaware limited liability company (the “Sponsor”) (the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • July 13th, 2015 • Global Partner Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2015, by and between GLOBAL PARTNER ACQUISITION CORP., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2020 • Purple Innovation, Inc. • Household furniture • Delaware
This Indemnification Agreement (“Agreement”), dated as of August 18, 2020, is by and between Purple Innovation, Inc., a Delaware corporation (the “Company”) and Paul Zepf (the “Indemnitee”).
PURPLE INNOVATION, INC. (a Delaware corporation) 10,789,372 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2020 • Purple Innovation, Inc. • Household furniture • New York
CREDIT AGREEMENT Dated as of August 7, 2023 among PURPLE INNOVATION, LLC, as a Borrower, PURPLE INNOVATION, INC., as Guarantor, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and BANK OF MONTREAL, as Administrative Agent and Swing Line Lender BMO Capital...Credit Agreement • August 9th, 2023 • Purple Innovation, Inc. • Household furniture • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 7, 2023, among PURPLE INNOVATION, LLC, a Delaware limited liability company (the “Company” or “Borrower” and collectively with any other entities that become a “Borrower” hereunder, the “Borrowers”), PURPLE INNOVATION, INC., a Delaware corporation (“Holdings”), EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and BANK OF MONTREAL, as Administrative Agent, Swing Line Lender and Letter of Credit Issuer.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2015 • Global Partner Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 29, 2015 by and between Global Partner Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PURPLE INNOVATION, INC. (a Delaware corporation) 11,826,087 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2020 • Purple Innovation, Inc. • Household furniture • New York
Purple Innovation, Inc., a Delaware corporation (the “Company”), and InnoHold, LLC (the “Selling Stockholder”), confirm their respective agreements with BofA Securities, Inc. (the “Underwriter”), with respect to (i) the sale by the Selling Stockholder and the purchase by the Underwriter of 11,826,087 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholder to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 1,773,913 additional shares of Class A Common Stock. The aforesaid 11,826,087 shares of Class A Common Stock (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 1,773,913 shares of Class A Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Securities.”
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 21st, 2023 • Purple Innovation, Inc. • Household furniture • New York
This CREDIT AGREEMENT is entered into as of September 3, 2020 among Purple Innovation, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Purple Innovation, Inc., a Delaware corporation (“Holdings”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and KeyBank National Association, as the administrative agent (in such capacity, the “Administrative Agent”).
Global Partner Acquisition Corp.Letter Agreement • July 13th, 2015 • Global Partner Acquisition Corp. • Blank checks
STOCKHOLDER RIGHTS AGREEMENT Purple Innovation, Inc.Stockholder Rights Agreement • September 27th, 2022 • Purple Innovation, Inc. • Household furniture • Delaware
This STOCKHOLDER RIGHTS AGREEMENT, dated as of September 25, 2022 (this “Agreement”), is by and between Purple Innovation, Inc., a Delaware corporation (the “Company”), and Pacific Stock Transfer Company, a registered transfer agent, as rights agent (the “Rights Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 12th, 2015 • Global Partner Acquisition Corp. • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of June 11, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Global Partner Acquisition Corp, a Delaware corporation (the “Company”), and Global Partner Sponsor I LLC, a Delaware limited liability company (the “Purchaser”).
GUARANTYGuaranty • September 3rd, 2020 • Purple Innovation, Inc. • Household furniture • New York
THIS GUARANTY, dated as of September 3, 2020 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by each of the undersigned (each, a “Guarantor” and collectively, the “Guarantors” and such terms shall include an Additional Guarantor that becomes a party to this Guaranty pursuant to Section 16 hereof), in favor of KeyBank National Association, as Administrative Agent (herein, together with its successors and assigns in such capacity, the “Administrative Agent”), for the benefit of the Creditors (as defined below):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2019 • Purple Innovation, Inc. • Household furniture • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 26, 2019, by and among Purple Innovation, Inc., a Delaware corporation (including any successor entity thereto, “Parent”), and the undersigned parties listed under Investors on the signature page hereto (each an “Investor” and collectively, the “Investors”).
Global Partner Acquisition Corp.Letter Agreement • August 4th, 2015 • Global Partner Acquisition Corp. • Blank checks • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT dated as of January 23, 2024 among PURPLE INNOVATION, LLC, PURPLE INNOVATION, INC. and INTELLIBED, LLC, as Grantors, and DELAWARE TRUST COMPANY, as the Administrative AgentPledge and Security Agreement • January 23rd, 2024 • Purple Innovation, Inc. • Household furniture
This AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of January 23, 2024 (this “Agreement”), is made by each of the Grantors referred to below, in favor of Delaware Trust Company, in its capacity as administrative agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, together with its successors and assigns in such capacity, if any, the “Administrative Agent”).
LEASE North Slope—Building One between NORTH SLOPE ONE, LLC, a Utah limited liability company, as Landlord, and PURPLE INNOVATION, LLC, a Delaware limited liability company, as Tenant Dated June 7, 2019Sublease Consent Agreement • August 13th, 2019 • Purple Innovation, Inc. • Household furniture • Utah
THIS LEASE (this “Lease”) is entered into as of the 7th day of June, 2019, between NORTH SLOPE ONE, LLC, a Utah limited liability company (“Landlord”), and PURPLE INNOVATION, LLC, a Delaware limited liability company (“Tenant”). (Landlord and Tenant are referred to in this Lease collectively as the “Parties” and individually as a “Party.”)
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 23, 2024 among PURPLE INNOVATION, LLC, as a Borrower, PURPLE INNOVATION, INC., as Guarantor, CERTAIN FINANCIAL INSTITUTIONS, as Lenders, and DELAWARE TRUST COMPANY, as Administrative AgentCredit Agreement • January 23rd, 2024 • Purple Innovation, Inc. • Household furniture • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of January 23, 2024, among PURPLE INNOVATION, LLC, a Delaware limited liability company (the “Company” or “Borrower” and collectively with any other entities that become a “Borrower” hereunder, the “Borrowers”), PURPLE INNOVATION, INC., a Delaware corporation (“Holdings”), EACH LENDER FROM TIME TO TIME PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and DELAWARE TRUST COMPANY, as Administrative Agent.
CONFIDENTIALITY, NON-SOLICITATION AND PROPRIETARY RIGHTS AGREEMENTConfidentiality, Non-Solicitation and Proprietary Rights Agreement • January 18th, 2017 • Global Partner Acquisition Corp. • Blank checks • Delaware
This Confidentiality, Non-Solicitation and Proprietary Rights Agreement (“Agreement”), is entered into as of January 11, 2017 by and between Sequel Youth and Family Services, LLC, an Iowa limited liability company (the “Company”), and John Stupak (the “Executive”).
CLASS A COMMON STOCK PURCHASE WARRANT PURPLE INNOVATION, INC.Purple Innovation, Inc. • February 27th, 2019 • Household furniture • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Coliseum Capital Partners, L.P.1 or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [Insert 5 year anniversary] (the “Expiration Date”), to subscribe for and purchase from Purple Innovation, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A common stock of the Company, par value $.0001 (“Common Stock”). The purchase price of each share of Common Stock under this Warrant shall be equal to the Warrant Price, as defined in Section 2.1.
January 11, 2017 Mandy Moses 13088 Pineview Drive Clive, IA 50325-7500Global Partner Acquisition Corp. • January 18th, 2017 • Blank checks
As part of the Agreement and Plan of Merger on the date hereof, by and among Global Partner Acquisition Corp. (“Parent”), Global Partner Sponsor I LLC, Sequel Acquisition, LLC (“Sub”), Sequel Youth and Family Services, LLC (the “Company”), the Key Equityholders (as defined therein), and John F. Ripley, as the representative of the Company’s equityholders, pursuant to which Sub merged with and into the Company, with the Company as the surviving company (the “Transaction”), we are pleased to confirm the terms of your continued employment with the Company. We are excited about the key role you will play in the Company’s future. As such, this letter will summarize and confirm the details of your continued employment with the Company after the Transaction closes. If the Transaction does not close on or prior to June 15, 2017, this letter will be void and of no effect.
CREDIT AGREEMENT dated as of September 3, 2020 among PURPLE INNOVATION, LLC, as Borrower, PURPLE INNOVATION, INC., as Holdings, THE LENDING INSTITUTIONS NAMED HEREIN, as Lenders, and KEYBANK NATIONAL ASSOCIATION, as an LC Issuer, Swing Line Lender and...Assignment Agreement • September 3rd, 2020 • Purple Innovation, Inc. • Household furniture • New York
This CREDIT AGREEMENT is entered into as of September 3, 2020 among Purple Innovation, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Purple Innovation, Inc., a Delaware corporation (“Holdings”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and KeyBank National Association, as the administrative agent (in such capacity, the “Administrative Agent”).
Purple Innovation, Inc. INDUCEMENT GRANT Restricted Share Unit AgreementInducement Grant • March 14th, 2024 • Purple Innovation, Inc. • Household furniture
Purple Innovation, Inc., a Delaware corporation (the “Company”), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A Common Stock, par value $0.0001 per share, in an amount equal to the Number of Shares specified below on the terms and conditions contained in this Restricted Share Unit Agreement (the “Agreement”). This grant of Restricted Share Units is made outside of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as an inducement grant in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan and the Company’s 2019 Long-Term Equity Incentive Plan (the “LTIP”) as they currently exist or may hereafter be amended.
AMENDED & RESTATED CREDIT AGREEMENTCredit Agreement • February 27th, 2019 • Purple Innovation, Inc. • Household furniture • New York
THIS AMENDED & RESTATED CREDIT AGREEMENT dated as of February 26, 2019 (this “Agreement”) by and among PURPLE INNOVATION, LLC, a Delaware limited liability company (“Borrower”), COLISEUM CAPITAL PARTNERS, L.P. (“CCP”), BLACKWELL PARTNERS LLC-SERIES A (“Blackwell”), COLISEUM CO-INVEST DEBT FUND, L.P. (together with CCP and Blackwell, “Lenders”) and DELAWARE TRUST COMPANY, a Delaware corporation, as collateral agent on behalf of the Lenders (the “Collateral Agent”).
COOPERATION AGREEMENTCooperation Agreement • April 21st, 2023 • Purple Innovation, Inc. • Household furniture
The Board of Directors (the “Board”) of Purple Innovation, Inc., for itself and its subsidiaries (collectively the “Company”) has adopted these corporate governance policies and practices (these “Corporate Governance Guidelines”) to help it fulfill its responsibilities to stockholders. The policies in these Corporate Governance Guidelines assure that the Board has the authority and practices in place to review and evaluate the Company’s business operations, and to make decisions that are independent of the Company’s management.
Purple Innovation, Inc. INDUCEMENT GRANT Performance Share Unit AgreementInducement Grant • March 14th, 2024 • Purple Innovation, Inc. • Household furniture
Purple Innovation, Inc., a Delaware corporation (the “Company”), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A common stock, par value $0.0001 per share, in an amount initially equal to the Target Number of Shares specified below on the terms and conditions contained in this Performance Share Unit Agreement (including the Schedule attached hereto, the “Agreement”). This grant of Performance Share Units is made outside of the Purple Innovation, Inc. 2017 Equity Incentive Plan (the “Plan”) as an inducement grant in accordance with the Nasdaq inducement grant exception found in Nasdaq Listing Rule 5635(c)(4). Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan or the Company’s 2019 Long-Term Equity Incentive Plan (the “LTIP”) as they currently exist or may hereafter be amended.
Amended and Restated Employment AgreementEmployment Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Utah
This Amended and Restated Employment Agreement (this “Agreement”) is effective as of February 2, 2018 (the “Effective Date”), by and between Tony Pearce, an individual resident of the State of Utah (“Executive”) and Purple Innovation, Inc., a Delaware corporation (the “Company”).
AMENDED & RESTATED PARENT GUARANTYPurple Innovation, Inc. • February 27th, 2019 • Household furniture
For value received, PURPLE INNOVATION, INC. (“Guarantor”), a corporation duly organized under the laws of the State of Delaware, hereby unconditionally guarantees the prompt and complete payment in cash when due, whether by acceleration or otherwise, of all obligations and liabilities (the “Guaranteed Obligations”), whether now in existence or hereafter arising, of PURPLE INNOVATION, LLC, a limited liability company organized under the laws of the State of Delaware (“Borrower”) to Lenders (as defined below) under and arising out of or under that certain Amended & Restated Credit Agreement, among Borrower, COLISEUM CAPITAL PARTNERS, L.P. (“CCP”), BLACKWELL PARTNERS LLC – SERIES A (“Blackwell”) and COLISEUM CO-INVEST DEBT FUND, L.P. (and together with CCP and Blackwell, and their respective successors and assigns, “Lenders”) and Delaware Trust Company, as collateral agent on behalf of the Lenders (in such capacity, the “Collateral Agent”) dated as of the date hereof according to the term
Purple Innovation, Inc. Performance-Based Share Unit AgreementShare Unit Agreement • April 19th, 2023 • Purple Innovation, Inc. • Household furniture
Purple Innovation, Inc., a Delaware corporation (the “Company“), hereby grants to Participant identified below, as of the below Date of Grant, the right to receive shares of Class A common stock, par value $0.0001 per share, in an amount initially equal to the Target Number of Shares specified below on the terms and conditions contained in this Performance-Based Share Unit Agreement (including the Schedule attached hereto, this “Agreement”) and the Company’s 2017 Equity Incentive Plan (the “Plan“) and 2019 Long-Term Equity Incentive Plan (the “LTIP”), as amended, copies of which have been provided to Participant. Any capitalized term used but not defined in this Agreement shall have the meaning given to the term in the Plan or LTIP as they currently exist or may hereafter be amended.
AGREEMENT AND PLAN OF MERGER BY AND AMONG Global Partner Acquisition COrp. Global Partner Sponsor I LLC SEQUEL ACQUISITION, llc Sequel Youth and Family Services, LLC KEY EQUITYHOLDERS AND SECURITYHOLDER REPRESENTATIVEOperating Agreement • January 18th, 2017 • Global Partner Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of January 11, 2017 by and among Global Partner Acquisition Corp., a Delaware corporation (“Parent”); Global Partner Sponsor I LLC, a Delaware limited liability company and a stockholder of Parent (“Sponsor”); Sequel Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub”); Sequel Youth and Family Services, LLC, an Iowa limited liability company (the “Company”); the Key Equityholders; and John F. Ripley, who will serve as the representative of the Company’s Legacy Equityholders and is referred to herein from time to time as the “Securityholder Representative”.
AMENDED AND RESTATED CONFIDENTIAL ASSIGNMENT AND LICENSE BACKPurple Innovation, Inc. • February 14th, 2018 • Household furniture • Utah
This Amended and Restated Confidential Assignment and License Back (hereinafter referred to as “Agreement”) is executed on November 1, 2017 and entered into to be effective as of December 27, 2016, between EdiZONE, LLC, a Delaware limited liability company having a place of business located at 123 E. 200 N., Alpine, UT 84004 (hereinafter referred to as “EdiZONE”) and Purple Innovation, LLC, a Delaware limited liability company (f/k/a WonderGel, LLC) also having a place of business located at 123 E. 200 N., Alpine, UT 84004 (hereinafter referred to as “Purple”). EdiZONE and Purple are affiliated companies having, as of December 27, 2016, common individuals as indirect members (hereinafter referred to as “Members”) also residing in Alpine, Utah. EdiZONE and Purple may hereafter be referred to herein as a Party or the Parties.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
This Subscription Agreement (this “Agreement”), made as of February 1, 2018, by and among Global Partner Acquisition Corp., a Delaware corporation (the “Company”), Global Partner Sponsor I LLC, a Delaware limited liability company (the “Sponsor”), Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”), and Blackwell Partners LLC – Series A, a Delaware limited liability company (“Blackwell”, and together with CCP, each a “Subscriber”, and together, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers with respect to the private offering of shares (the “Common Offering”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”) for sale by the Company and the purchase by the Subscribers, pursuant to Section 2 hereof.
