INDEMNIFICATION AGREEMENTIndemnification Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
This Indemnification Agreement (“Agreement”), dated as of February 2, 2018, is by and between Purple Innovation, Inc., a Delaware corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 2, 2018, by and among Global Partner Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Purple Innovation, Inc.” (including any successor entity thereto, the “Parent”), and the undersigned parties listed under Investors on the signature page hereto (each an “Investor” and collectively, the “Investors”).
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”).
SUBSCRIPTION AND BACKSTOP AGREEMENTSubscription and Backstop Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • New York
This Subscription and Backstop Agreement (this “Agreement”), made as of January 29, 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”), and the Subscribers identified on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”), is intended to set forth certain representations, covenants and agreements among the Company, the Sponsor and the Subscribers:
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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 2, 2018, by and among (i) Global Partner Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Purple Innovation, Inc.” (including any successor entity thereto, the “Parent”), (ii) Global Partner Sponsor I LLC, a Delaware limited liability company, solely in its capacity under the Merger Agreement as the Parent Representative (the “Parent Representative”), and (iii) InnoHold, LLC, a Delaware limited liability company (the “Investor”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
THIS Tax Receivable Agreement (“TRA”) is made and entered into as of February 2, 2018 (the “Effective Date”) by and among Purple Innovation, Inc., a Delaware corporation (“Parent”), InnoHold, LLC, a Delaware limited liability company (“InnoHold”), Purple Innovation, LLC, a Delaware limited liability company (the “Company”), and those direct or indirect equity owners of the Company listed on Schedule 1 (together with InnoHold, the “Class B Unitholders”).
EXCHANGE AGREEMENTExchange Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
This EXCHANGE AGREEMENT (this “Agreement”), dated as of February 2, 2018, is entered into by and among Purple Innovation, Inc., a Delaware corporation (the “Corporation”), Purple Innovation, LLC, a Delaware limited liability company (the “Company”), InnoHold, LLC, a Delaware limited liability company and a Class B Holder (as defined below) (“InnoHold”) and any other Class B Holders that may from time to time become parties hereto.
AGREEMENT TO ASSIGN SPONSOR WARRANTSAgreement to Assign Sponsor Warrants • February 8th, 2018 • Purple Innovation, Inc. • Household furniture
Reference is made to that certain warrant agreement (the “Warrant Agreement”) dated as of July 29, 2015, by and between Global Partner Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”, also referred to therein as the “Transfer Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Warrant Agreement.
AGREEMENT TO ASSIGN FOUNDER SHARESAgreement to Assign Founder Shares • February 8th, 2018 • Purple Innovation, Inc. • Household furniture
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Global Partner Sponsor I LLC (“Sponsor”) and Global Partner Acquisition Corp. (the “Company”) hereby agree with the entities identified on Schedule A hereto (the “Assignees”) as follows:
PARENT GUARANTYParent Guaranty • February 8th, 2018 • Purple Innovation, Inc. • 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 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”) dated as of the date hereof according to the terms thereof (as in effect on the date hereof, and as otherwise amended, restated, supplemented or otherwise modified, the “Credit Agreeme
ContractBoard Observer and Indemnification Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
THIS BOARD OBSERVER AND INDEMNIFICATION AGREEMENT, dated as of the 2nd day of February, 2018 (this “Agreement”), is made by and between PURPLE INNOVATION, INC., a Delaware corporation (the “Company”), and PAUL J. ZEPF (“Observer”).
AGREEMENT TO ASSIGN SPONSOR WARRANTSAgreement to Assign Sponsor Warrants • February 8th, 2018 • Purple Innovation, Inc. • Household furniture
Reference is made to that certain (i) agreement and plan of merger by and among Global Partner Acquisition Corp. (the “Company”), PRPL Acquisition, LLC, a wholly owned subsidiary of the Company, Purple Innovation, LLC, InnoHold, LLC (“InnoHold”), and Global Partner Sponsor I LLC, in its capacity as Parent Representative, dated as of November 2, 2017 (as amended, the “Merger Agreement”) and (ii) that certain warrant agreement (the “Warrant Agreement”) dated as of July 29, 2015, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”, also referred to therein as the “Transfer Agent”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Warrant Agreement.
CREDIT AGREEMENTCredit Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • New York
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of February 2, 2018, by and among PURPLE INNOVATION, LLC, a Delaware limited liability company (“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, “Lenders”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of February 8, 2018 by each of InnoHold, LLC, a Delaware limited liability company (“InnoHold”), Terry Pearce (“Terry”) and Tony Pearce (“Tony” and together with Terry, the “Founders” and collectively with InnoHold, the “Sellers”), in favor of and for the benefit of Global Partner Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Purple Innovation, Inc.” (including any successor entity thereto, “Parent”), Purple Innovation, LLC, a Delaware limited liability company (including any successor entity thereto, the “Company”), and each of Parent’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Parent and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this A
LOCK-UP AGREEMENTLock-Up Agreement • February 8th, 2018 • Purple Innovation, Inc. • Household furniture • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2018, by and among (i) Global Partner Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “Purple Innovation, Inc.” (including any successor entity thereto, “Parent”), (ii) Purple Innovation, LLC, a Delaware limited liability company (including the Surviving Entity (as defined in the Merger Agreement) or any other successor entity thereto, the “Company”), (iii) Global Partner Sponsor I LLC, a Delaware limited liability company, solely in the capacity under the Merger Agreement as the Parent Representative (including any successor Parent Representative appointed in accordance therewith, the “Parent Representative”), and (iv) InnoHold, LLC, a Delaware limited liability company and the sole member of the Company (as defined below) (“Holder”). Capitalized terms used but not otherwise defined in
