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”).
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”.
NON-COMPETITION AGREEMENTNon-Competition Agreement • January 18th, 2017 • Global Partner Acquisition Corp. • Blank checks • Delaware
This Non-Competition Agreement (this “Agreement”) is made and entered into as of January 11, 2017 by and among Global Partner Acquisition Corp., a Delaware corporation (“Parent”), and John F. Ripley, an individual and beneficial equityholder (the “Restricted Person”) of Sequel Youth and Family Services, LLC, an Iowa limited liability company (the “Company”), and the Company. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Merger Agreement (as defined below).
BOARD AGREEMENTBoard Agreement • January 18th, 2017 • Global Partner Acquisition Corp. • Blank checks • Delaware
Reference is made to that certain agreement and plan of merger (the “Merger Agreement”), by and among Global Partner Acquisition Corp., a Delaware corporation (“Parent”), Global Partner Sponsor I LLC, a Delaware limited liability company (“Parent Sponsor”), Sequel Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, Sequel Youth and Family Services, LLC, an Iowa limited liability company (the “Company”), the Key Equityholders identified therein and you, as the Securityholder Representative identified therein. In order to induce you and the Company to enter into the Merger Agreement, Parent has agreed to enter into this letter agreement (this “Agreement”) relating to your position on the Board of Directors of Parent, on the terms and subject to the conditions specified herein. This letter represents the “Board Agreement” contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribe
