Purple Innovation, Inc. - FORM 8-K - EX-10.17 - AGREEMENT TO ASSIGN FOUNDER SHARES, DATED FEBRUARY 2, 2018, BETWEEN GLOBAL PARTN - February 8, 2018

Attached files

file filename
EX-99.4 - PRESS RELEASE, DATED FEBRUARY 6, 2018 - Purple Innovation, Inc.f8k0218ex99-4_purpleinnov.htm
EX-99.3 - PRO FORMA FINANCIAL STATEMENTS - Purple Innovation, Inc.f8k0218ex99-3_purpleinnov.htm
EX-99.2 - UNAUDITED FINANCIAL STATEMENTS OF PURPLE INNOVATION, LLC FOR THE NINE MONTHS END - Purple Innovation, Inc.f8k0218ex99-2_purpleinnova.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS OF PURPLE INNOVATION, LLC FOR THE YEARS ENDED DECEM - Purple Innovation, Inc.f8k0218ex99-1_purpleinnova.htm
EX-21.1 - SUBSIDIARIES - Purple Innovation, Inc.f8k0218ex21-1_purpleinnova.htm
EX-16.1 - LETTER FROM WITHUMSMITH+BROWN, PC - Purple Innovation, Inc.f8k0218ex16-1_purpleinnov.htm
EX-10.19 - BOARD OBSERVER AND INDEMNIFICATION AGREEMENT, DATED FEBRUARY 2, 2018, BETWEEN PU - Purple Innovation, Inc.f8k0218ex10-19_purpleinnov.htm
EX-10.18 - REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 2, 2018, BETWEEN GLOBAL PARTNER AC - Purple Innovation, Inc.f8k0218ex10-18_purpleinnova.htm
EX-10.16 - AGREEMENT TO ASSIGN SPONSOR WARRANTS, DATED FEBRUARY 2, 2018, BETWEEN GLOBAL PAR - Purple Innovation, Inc.f8k0218ex10-16_purpleinnova.htm
EX-10.15 - SUBSCRIPTION AGREEMENT, DATED FEBRUARY 1, 2018, BETWEEN GLOBAL PARTNER ACQUISITI - Purple Innovation, Inc.f8k0218ex10-15_purpleinnova.htm
EX-10.14 - REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 2, 2018, BETWEEN GLOBAL PARTNER AC - Purple Innovation, Inc.f8k0218ex10-14_purpleinnova.htm
EX-10.13 - AGREEMENT TO ASSIGN SPONSOR WARRANTS, DATED FEBRUARY 2, 2018, BETWEEN GLOBAL PAR - Purple Innovation, Inc.f8k0218ex10-13_purpleinnova.htm
EX-10.12 - SUBSCRIPTION AND BACKSTOP AGREEMENT, DATED JANUARY 29, 2018, BETWEEN GLOBAL PART - Purple Innovation, Inc.f8k0218ex10-12_purpleinnova.htm
EX-10.11 - PARENT GUARANTY, DATED FEBRUARY 2, 2018, BETWEEN PURPLE INNOVATION, INC., COLISE - Purple Innovation, Inc.f8k0218ex10-11_purpleinnova.htm
EX-10.10 - CREDIT AGREEMENT, DATED FEBRUARY 2, 2018, BETWEEN PURPLE INNOVATION, LLC, COLISE - Purple Innovation, Inc.f8k0218ex10-10_purpleinnova.htm
EX-10.9 - FORM OF INDEMNIFICATION AGREEMENT - Purple Innovation, Inc.f8k0218ex10-9_purpleinnova.htm
EX-10.8 - PURPLE INNOVATION, INC. 2017 EQUITY INCENTIVE PLAN - Purple Innovation, Inc.f8k0218ex10-8_purpleinnova.htm
EX-10.7 - EMPLOYMENT AGREEMENT, DATED FEBRUARY 2, 2018, BETWEEN PURPLE INNOVATION, INC. AN - Purple Innovation, Inc.f8k0218ex10-7_purpleinnova.htm
EX-10.6 - EMPLOYMENT AGREEMENT, DATED FEBRUARY 2, 2018, BETWEEN PURPLE INNOVATION, INC. AN - Purple Innovation, Inc.f8k0218ex10-6_purpleinnova.htm
EX-10.5 - LOCK-UP AGREEMENT, DATED FEBRUARY 2, 2018, BY AND AMONG PURPLE INNOVATION, INC., - Purple Innovation, Inc.f8k0218ex10-5_purpleinnova.htm
EX-10.4 - NON-COMPETITION AND NON-SOLICITATION AGREEMENT, DATED FEBRUARY 2, 2018, BY AND A - Purple Innovation, Inc.f8k0218ex10-4_purpleinnova.htm
EX-10.3 - REGISTRATION RIGHTS AGREEMENT, DATED FEBRUARY 2, 2018, BY AND AMONG PURPLE INNOV - Purple Innovation, Inc.f8k0218ex10-3_purpleinnova.htm
EX-10.2 - TAX RECEIVABLE AGREEMENT, DATED FEBRUARY 2, 2018, BY AND BETWEEN PURPLE INNOVATI - Purple Innovation, Inc.f8k0218ex10-2_purpleinnova.htm
EX-10.1 - EXCHANGE AGREEMENT, DATED FEBRUARY 2, 2018, BY AND BETWEEN PURPLE INNOVATION, IN - Purple Innovation, Inc.f8k0218ex10-1_purpleinnova.htm
EX-4.2 - FORM OF CLASS B COMMON STOCK CERTIFICATE - Purple Innovation, Inc.f8k0218ex4-2_purpleinnova.htm
EX-4.1 - FORM OF CLASS A COMMON STOCK CERTIFICATE - Purple Innovation, Inc.f8k0218ex4-1_purpleinnova.htm
EX-3.2 - AMENDED AND RESTATED BYLAWS - Purple Innovation, Inc.f8k0218ex3-2_purpleinnova.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Purple Innovation, Inc.f8k0218ex3-1_purpleinnova.htm
8-K - CURRENT REPORT - Purple Innovation, Inc.f8k0218_purpleinnovation.htm

Exhibit 10.17

 

AGREEMENT TO ASSIGN FOUNDER SHARES

 

February 2, 2018

 

Global Partner Acquisition Corp.

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Attention: Paul J. Zepf

E-mail: pzepf@globalpartnerac.com

 

Ladies and Gentlemen:

 

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:

 

1.Subject to and effective with no further action by any party on the closing (the “Closing”) of the business combination pursuant to the Agreement and Plan of Merger dated as of November 2, 2017 by and among the Company, Purple Innovation, LLC and the other parties named therein (as amended, the “Merger Agreement”), and pursuant to that certain Subscription Agreement, dated as of February 1, 2018, by and among the Company, Sponsor and the Assignees, the Sponsor hereby transfers and assigns to the Assignees all of its right, title and interest in and to the number of Founder Shares (as such term is used in the final prospectus of the Company, filed with the Securities and Exchange Commission on July 29, 2015) set forth opposite the names of the Assignees on Schedule A.

 

2.Sponsor represents and warrants to each of the Assignees that the Founder Shares that are being assigned pursuant to this letter agreement (this “Agreement”) have been duly issued, and are fully paid and non-assessable, and are free and clear of any liens, claims or encumbrances of any nature whatsoever, provided that the Founder Shares shall be subject to certain restrictions on transfer as provided in the Subscription Agreement and the agreements referred to therein.

 

3.This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof. This Agreement may not be changed, amended, modified or waived to any particular provision, except by a written instrument executed by all parties hereto.

 

4.No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and their respective successors and assigns.

 

5.Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing. Notices to the Company or the Sponsor shall be sent to the address of the Company above. Notices to the Assignees shall be sent to Coliseum Capital Management, LLC, 105 Rowayton Avenue, Rowayton, CT 06853.

 

6.This Agreement shall terminate at such time, if any, as the Merger Agreement is terminated in accordance with its terms, and upon such termination this Agreement shall be null and void and of no effect whatsoever, and the parties hereto shall have not obligations under this Agreement.

 

[Signature page follows]

 

 

 

 

Please indicate your agreement to the foregoing by signing in the space provided below.

 

  GLOBAL PARTNER SPONSOR I LLC
     
  By: /s/ Paul Zepf
  Name: Paul Zepf
  Title: Managing Member

 

GLOBAL PARTNER ACQUISITION CORP.  
           
By: /s/ Paul Zepf  
Name: Paul Zepf  
Title: Chief Executive Officer  
     
CONTINENTAL STOCK TRANSFER AND TRUST COMPANY
As Transfer Agent  
     
By: /s/ Henry Farrell  
Name: Henry Farrell  
Title: Vice President  
     
ACCEPTED AND AGREED:  
   
ColISEUM CAPITAL partners, l.p.  
     
by: coliseum capital, llc, its general partner
     
By: /s/ Adam Gray  
Name: Adam Gray  
Title: Manager  
     
BLACKWELL PARTNERS LLC – SERIES A  
     
by: coliseum capital management, llc, attorney-in-fact
     
By: /s/ Adam Gray  
Name: Adam Gray  
Title: Managing Partner  

 

 

 

 

Schedule A

 

Name of Assignee:  Number of Founder Shares Assigned: 
     
Subscription Agreement     
Coliseum Capital Partners, L.P.   937,635 
Blackwell Partners LLC – Series A   356,115 
Total   1,293,750 

 

 

 

 

Purple Innovation, Inc. Reports