Exhibit 10.4


 


SUPPORT
AGREEMENT


 


This
SUPPORT AGREEMENT (“Agreement”) is entered into as of January 11, 2017, by and between Global Partner Sponsor
I LLC, a Delaware limited liability company (the “Sponsor”), Global Partner Acquisition Corp., a Delaware corporation
(“Parent”), and Sequel Youth and Family Services, LLC, a Delaware limited liability company (the “Company”).


 


RECITALS


 


WHEREAS,
the Sponsor is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of Parent Common Stock;


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, Sponsor and the Company have entered into an Agreement and
Plan of Merger (the “Merger Agreement”), dated as of January 11, 2017, by and among Parent, Sponsor, Sequel
Acquisition, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Sub”), the
Company, and the Key Equityholders named therein, pursuant to which, among other things, Sub will merge with and into the Company,
with the Company as the surviving entity (the “Merger”);


 


WHEREAS,
in connection with the Merger, among other things, each outstanding unit of Legacy Equity will be cancelled and converted into
the right to receive the consideration set forth in the Merger Agreement; and


 


WHEREAS,
Sponsor is entering into this Agreement in order to induce the Company and Parent to enter into the Merger Agreement and to induce
the Company and Parent to cause the Mergers to be consummated.


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:


 


Article
I

Certain Definitions


 


1.1.       For
purposes of this Agreement:


 


(a)       “Expiration
Date” shall mean the earliest of: (i) the date on which the Merger Agreement is validly terminated in accordance
with its terms, (ii) June 15, 2017, (iii) the execution, without Sponsor’s prior written consent, of any amendment
to or modification of, or any waiver of any right of Sponsor and/or Parent under, the Merger Agreement that (A) changes the
Merger Consideration, (B) increases any liability on Sponsor and/or Parent thereunder or (C) otherwise is materially
adverse to Sponsor and/or Parent, and (iv) the Effective Time.


 


(b)       Sponsor
shall be deemed to “Own” or to have acquired “Ownership” of a security if Sponsor: (i) is
the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange
Act) of such security.


 






    


     


    

 


Article
II

Voting of Shares


 


2.1.       Required
Approval. Sponsor hereby agrees to execute and deliver, or cause to be executed and delivered, to the Company, promptly following
the execution and delivery of this Agreement, an action by written consent of Sponsor approving (a) the adoption of the Merger
Agreement, (b) the Required Approval Matters and other matters put for approval by the shareholders of Parent in connection
with the adoption of the Merger Agreement and (c) the other transactions contemplated by the Merger Agreement, in each case,
with respect to all of the shares of Parent Common Stock outstanding on the record date therefor owned by Sponsor. Sponsor shall
not revoke or rescind such consent in any respect prior to the Expiration Date. Prior to the Expiration Date, Sponsor further
agrees that at any meeting of the securityholders of Parent, however called, and any adjournment or postponement thereof or in
any other circumstances upon which a vote or other approval with respect to the Merger and the Merger Agreement is sought, Sponsor
shall vote (or cause to be voted) all of the shares of Parent Common Stock outstanding on the record date therefor Owned by Sponsor
and otherwise exercise all voting and other rights of Sponsor with respect to such shares of Parent Common Stock in favor of adopting
the Merger Agreement and approving (a) the adoption of the Merger Agreement, (b) the Required Approval Matters and other
matters put for approval by the shareholders of Parent in connection with the adoption of the Merger Agreement and (c) the
other transactions contemplated by the Merger Agreement.


 


2.2.       Other
Voting Agreements. Prior to the Expiration Date, Sponsor shall not enter into any agreement or understanding with any Person
to vote or give instructions in any manner that would violate Section 2.1 herein.


 


2.3.       Additional
Purchases. Sponsor agrees that in the event that (a) any shares of Parent Common Stock or other equity securities of Parent
are issued to Sponsor after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of shares of Parent Common Stock of, on, or affecting the Parent Common Stock Owned by Sponsor or otherwise,
(b) Sponsor purchases or otherwise acquires beneficial ownership of any shares of Parent Common Stock or other equity securities
of Parent after the date of this Agreement, or (c) Sponsor acquires the right to vote or share in the voting of any shares of
Parent Common Stock or other equity securities of Parent after the date of this Agreement (such Parent Common Stock or other equity
securities of Parent, collectively, the “New Shares”), then Sponsor agrees to vote (or cause to be voted) such
New Shares (to the extent applicable) in the same manner as the Parent Common Stock Owned by Sponsor. Sponsor also agrees that
any New Shares acquired or purchased by Sponsor shall be subject to the terms of this Agreement to the same extent as if they
constituted the Parent Common Stock Owned by Sponsor.


 


2.4.       Interim
Covenants. Subject to the provisions set forth in that certain Insider Letter, filed with the SEC on Form S-1/A on July 13,
2015, during the period commencing on the date hereof and ending on the date of termination or Closing of the Merger Agreement,
Sponsor shall not (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or
otherwise dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement
with the SEC or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Exchange Act, with respect to any Parent Common Stock Owned by Sponsor, (b) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
any shares of Parent Common Stock Owned by Sponsor, or (c) publicly announce any intention to effect any transaction specified
in clause (a) or (b). Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the restrictions
set forth in this Section 2.4, the Company shall announce the impending release or waiver by press release through a major news
service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall only
be effective two business days after the publication date of such press release. The provisions of this Section 2.4 will not apply
if the transferee has agreed in writing to be bound by the same terms described in this Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.


 






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Article
III

Representations and Warranties of Sponsor


 


3.1.       Representations
and Warranties of Sponsor. Sponsor hereby represents and warrants to the Company as follows:


 


(a)       Sponsor
is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.


 


(b)       Sponsor
has the requisite legal right, power and authority to enter into this Agreement and to perform the obligations of Sponsor hereunder
without the need for the consent of any other person (other than such consents as have heretofore been obtained).


 


(c)       No
action, suit, proceeding or investigation is pending or, to the knowledge of Sponsor, threatened, against Sponsor with respect
to its execution and delivery of this Agreement.


 


(d)       The
execution, delivery and performance by Sponsor of this Agreement have been duly authorized, and this Agreement constitutes the
valid and binding obligation of Sponsor, enforceable against Sponsor in accordance with the terms hereof.


 


(e)       Sponsor
is the record and beneficial owner of each of the shares of Parent Common Stock set forth on Schedule A attached hereto and has
full power, right and authority to vote such shares of Parent Common Stock.


 


(f)       No
Conflicts or Consents.


 


(i)       As
of the date of this Support Agreement, the execution and delivery of this Support Agreement by Sponsor does not, and the performance
of this Support Agreement by Sponsor will not: (A) conflict with or violate any Law or order applicable to Sponsor or by which
Sponsor or any of Sponsor’s properties is or may be bound or affected; or (B) result in or constitute (with or without notice
or lapse of time) any breach of or default under, or give to any other Person (with or without notice or lapse of time) any right
of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation
of any Lien on any of the securities of the Parent Owned by Sponsor pursuant to any Contract to which Sponsor is a party or by
which Sponsor or any of Sponsor’s affiliates or properties is or may be bound or affected, except in each case (A) and (B)
as would not reasonably be expected to materially impair the ability of Sponsor to perform its obligations under this Support
Agreement.


 






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(ii)       As
of the date of this Support Agreement, the execution and delivery of this Support Agreement by Sponsor does not, and the performance
of this Support Agreement by Sponsor will not, require any Consent of any Person beyond Sponsor, except as would not reasonably
be expected to materially impair the ability of Sponsor to perform its obligations under this Support Agreement.


 


Article
IV

Miscellaneous


 


4.1.       Amendment.
This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing signed on behalf of the
party against whom enforcement is sought.


 


4.2.       Survival
of Representations and Warranties. The representations, warranties, covenants and agreements set forth in this Agreement shall
survive the closing hereof. Nothing set forth herein shall in any manner limit the representations, warranties, covenants and
agreements of the parties to the Merger Agreement.


 


4.3.       Entire
Agreement; Assignment. This Agreement: (a) constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all prior agreements and understandings both written and oral, among the parties with respect to
the subject matter hereof, (b) is not intended to confer upon any other person any rights or remedies hereunder, and (c) shall
not be assigned by operation of Law or otherwise without the consent of Sponsor and the Company.


 


4.4.       Severability.
In the event that any provision of this Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction
to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application
of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto.
The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision
that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.


 






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4.5.       Notices.
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial
messenger or overnight or same-day courier service of national reputation (including U.S. Postal Service overnight delivery),
or sent via facsimile (with acknowledgment of complete transmission) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):


 


if
to Sponsor:


 


Global
Partner Sponsor I LLC

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Attention: Paul J. Zepf

E-mail: pzepf@globalpartnerac.com








if
to Parent:


 


Global
Partner Acquisition Corp.

One Rockefeller Plaza, 11th Floor

New York, NY 10020

Attention: Paul J. Zepf

E-mail: pzepf@globalpartnerac.com


 


with
a copy (which shall not constitute notice) to:


 


Pepper
Hamilton LLP


400
Berwyn Park


899
Cassatt Road


Berwyn,
Pennsylvania 19312-1183


Attention:
Christopher Miller, Esq.


Email:
millerc@pepperlaw.com


Facsimile
No.: (610) 640-7837


 



if
to the Company, to:


 


John
F. Ripley


35481
Troon Court


Round
Hill, VA 20141

Facsimile No.: 540-338-5183



with a copy (which shall not constitute notice) to:



BrownWinick


Suite
2000, Ruan Center


666
Grand Avenue


Des
Moines, IA 50309

Attention: William C. Brown

Facsimile No.: (515) 323-8512


 


All
such notices and communications shall be deemed to have been delivered and received (a) on the date personally delivered, (b)
one (1) Business Day after being sent by a reputable overnight delivery service, (c) five (5) Business Days after being sent,
if sent by registered or certified mail, and (d) on the date delivered by facsimile or email with receipt of transmission confirmed
during business hours on a Business Day (or one (1) Business Day after the date of delivery if delivered after business hours).


 






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4.6.       Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, this Agreement is being executed and delivered by Sponsor
solely in its capacity as a securityholder of Parent and, without limitation of the foregoing, nothing herein shall be construed
to limit or affect any action taken by Sponsor (or any Affiliate or representative thereof) in such Person’s capacity as
a director of the Company or in any capacity other than a securityholder of the Company.


 


4.7.       Governing
Law; Venue. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, regardless
of the Laws that might otherwise govern under applicable principles of conflicts of Laws thereof. Each of the parties hereto irrevocably
consents to the exclusive jurisdiction and venue of any court within the State of Delaware in connection with any matter based
upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner
authorized by the Laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection
which they might otherwise have to such jurisdiction, venue and such process.


 


4.8.       Rules
of Construction; Interpretation. The parties hereto agree that they have been represented by counsel during the negotiation
and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
The parties hereto intend that each representation, warranty and covenant contained herein shall have independent significance.
If any party has breached any representation, warranty or covenant contained herein in any respect, the fact that there exists
another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity)
that the party has not breached shall not detract from or mitigate the fact that the party is in breach of the first representation,
warranty or covenant. The words “include,” “includes” and “including” when used herein shall
be deemed in each case to be followed by the words “without limitation.” The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


4.9.       Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being
understood that all parties need not sign the same counterpart.


 


4.10.     Successors
and Assigns. Subject to Section 4.3, the provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns.


 


4.11.     Third
Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other
person, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified
period, under or by reason of this Agreement.


 


4.12.     Further
Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party in order to carry
out the provisions and purposes of this Agreement and the transactions contemplated hereby.


 


4.13.     Defined
Terms. All defined terms used but not defined in this Agreement shall have the definition given them in the Merger Agreement.


 


[Remainder
of page intentionally left blank.]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Support Agreement the day and year first written above.


 





	 	Global
    Partner Sponsor I LLC
	 	 	 
	 	By:	/s/
    Paul Zepf
	 	Name:	Paul
    Zepf
	 	Title:	Managing
    Member


 





Signature Page to Support Agreement




    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Support Agreement the day and year first written above.


 





	 	Global
    Partner ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Paul Zepf
	 	Name:	Paul
    Zepf
	 	Title:	Chief
    Executive Officer


 


Signature Page to Support Agreement






    


     


    

 


IN
WITNESS WHEREOF, the parties hereto have executed this Support Agreement the day and year first written above.


 





	 	SEQUEL
    YOUTH AND FAMILY SERVICES, LLC
	 	 	 
	 	By:	/s/
    John F. Ripley
	 	Name:	John
    F. Ripley
	 	Title:	Chairman
    and Manager




 


Signature Page to Support Agreement




    


     


    

 


Schedule
A


 


Owned
Parent Common Stock


 





	Shares Held of Record	 	Additional Securities Beneficially Owned
	 	 	 
	3,881,250	 	0