Exhibit 10.1


 


FOUNDER
SHARE LETTER AGREEMENT


 


January
11, 2017


 


Global
Partner Acquisition Corp.


One
Rockefeller Plaza, 11th Floor


New
York, New York 10020


 


Sequel
Youth and Family Services, LLC


Attn:
John F. Ripley


1131
Eagletree Lane


Huntsville,
Alabama 35801


 


Re:
  Agreement Relating to Founder Shares


 


Gentlemen:


 


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 the Securityholder Representative identified therein. In order to induce the Company
to enter into the Merger Agreement, Parent Sponsor has agreed to enter into this letter agreement (this “Agreement”)
relating to the forfeiture and/or restriction on certain of the equity of Parent held by Parent Sponsor, on the terms and subject
to the conditions specified herein. This letter represents the “Founder Share Letter Agreement” contemplated by the
Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger
Agreement.


 


Parent
Sponsor hereby agrees with the Company and Parent as follows:


 


1.           Parent
Sponsor agrees that it shall not Transfer (as defined below) 2,328,750 of the shares of Common Stock of Parent, par value $0.0001
per share (the “Common Stock”), held by Parent Sponsor (“Founder Shares”) until the six-month
anniversary of the Effective Time (the “Lock-up Period”).


 


		a.	“Transfer”
                                         shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate,
                                         pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose
                                         of, directly or indirectly, or establishment or increase of a put equivalent position
                                         or liquidation with respect to or decrease of a call equivalent position within the meaning
                                         of Section 16 of the Exchange Act, and the rules and regulations of the U.S. Securities
                                         and Exchange Commission promulgated thereunder with respect to, any security, (ii) entry
                                         into any swap or other arrangement that transfers to another, in whole or in part, any
                                         of the economic consequences of ownership of any security, whether any such transaction
                                         is to be settled by delivery of such securities, in cash or otherwise, or (c) public
                                         announcement of any intention to effect any transaction specified in clause (a) or (b).



 






     

     


    

 


		b.	Notwithstanding
                                         the provisions set forth in paragraph 1 above, Transfers of the Founder Shares are permitted
                                         (i) to Parent Sponsor’s officers or directors, any affiliates or family members
                                         of any of Parent Sponsor’s officers or directors, any members of Parent Sponsor
                                         or any affiliates of Parent Sponsor or any of its members; (ii) in the case of an individual,
                                         by a gift to a member of one of the members of the individual’s immediate family
                                         or to a trust, the beneficiary of which is a member of one of the individual’s
                                         immediate family, an affiliate of such person or to a charitable organization; (iii)
                                         in the case of an individual, by virtue of laws of descent and distribution upon death
                                         of the individual; (iv) in the case of an individual, pursuant to a qualified domestic
                                         relations order; and (v) by virtue of the laws of Delaware or Parent Sponsor’s
                                         limited liability company agreement upon dissolution of Parent Sponsor; provided,
                                         however, that in the case of clauses (i) through (iv), these permitted transferees
                                         must enter into a written agreement agreeing to be bound by these Transfer restrictions.



 


2.           Parent
Sponsor agrees that 1,552,500 of its Founder Shares (the “Earnout Shares”) shall be subject to forfeiture on
the eight-year anniversary of the Effective Time, with no further action required of any Person, unless such Earnout Shares have
vested as set forth below in this Section 2. Upon any such forfeiture, Parent Sponsor shall transfer to Parent for cancellation
and in exchange for no consideration, such applicable portion of the Earnout Shares. From the Effective Time through the eight-year
anniversary of the Effective Time, the Earnout Shares will vest and no longer be subject to forfeiture as follows:


 


		a.	776,250
                                         of the Earnout Shares will vest and no longer be subject to forfeiture upon the first
                                         day that the last sale price of the Common Stock equals or exceeds $12.50 per share (as
                                         adjusted for stock splits, dividends, reorganizations, recapitalizations and the like)
                                         for any twenty (20) trading day period in a thirty (30) day trading period immediately
                                         preceding such day;



 


		b.	776,250
                                         of the Earnout Shares will vest and no longer be subject to forfeiture upon the first
                                         day that the last sale price of the Common Stock equals or exceeds $15.00 per share (as
                                         adjusted for stock splits, dividends, reorganizations, recapitalizations and the like)
                                         for any twenty (20) trading day period in a thirty (30) day trading period immediately
                                         preceding such day; and



 


		c.	all
                                         of the Earnout Shares will vest and no longer be subject to forfeiture upon a Change
                                         of Control.



 


For
purposes of this Section 2, “Change of Control” means the occurrence of any of the following events
after the date hereof:


 


		(i)	there
                                         is consummated, in accordance with Parent’s certificate of incorporation and applicable
                                         law, the sale, lease or transfer, in one or a series of related transactions, of all
                                         or substantially all of Parent’s assets (determined on a consolidated basis), including
                                         a sale of all Class A Common Units of the Company held by Parent, to any Person or “group”
                                         (as such term is used in Section 13(d)(3) of the Exchange Act, or any successor provisions
                                         thereto);



 






    	 	-2-	 



     


    

 


		(ii)	any
                                         Person or any group of Persons acting together which would constitute a “group”
                                         for purposes of Section 13(d)(3) of the Exchange Act, or any successor provisions thereto,
                                         is or becomes the beneficial owner, directly or indirectly, of securities of Parent representing
                                         more than fifty percent (50%) of the combined voting power of Parent’s then outstanding
                                         Common Stock;



 


		(iii)	there
                                         is consummated a merger or consolidation of Parent with any other corporation or other
                                         entity, and, immediately after the consummation of such merger or consolidation, either
                                         (x) the Board of Directors of Parent immediately prior to the merger or consolidation
                                         does not constitute at least a majority of the board of directors of the Person surviving
                                         the merger or, if the surviving Person is a Subsidiary, the ultimate parent thereof,
                                         or (y) the Common Stock immediately prior to such merger or consolidation do not continue
                                         to represent or are not converted into more than fifty percent (50%) of the combined
                                         voting power of then outstanding voting securities of the Person resulting from such
                                         merger or consolidation or, if the surviving Person is a Subsidiary, the ultimate parent
                                         thereof; or



 


		(iv)	the
                                         stockholders of Parent and the Board of Directors of Parent approve a plan of complete
                                         liquidation or dissolution of Parent.



 


Notwithstanding
the foregoing, except with respect to clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred
by virtue of the consummation of any transaction or series of integrated transactions immediately following which (A) the record
holders of the shares of Common Stock of Parent immediately prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially
all of the assets of Parent immediately following such transaction or series of transactions or (B) Parent is the surviving entity
and its shares of Common Stock continue to be registered under Section 12(b) or 12(g) of the Exchange Act and continue to be publicly
traded.


 


3.           Parent
hereby agrees to record the aggregate fair value of any Earnout Shares forfeited hereunder and reacquired to treasury stock and
a corresponding credit to additional paid-in capital based on the difference between the fair market value of the forfeited shares
and the pro-rata portion of the price paid to Parent for such forfeited shares of approximately $15,515,000. Upon receipt, such
forfeited shares would then be immediately cancelled, which would result in the retirement of the treasury stock and a corresponding
charge to additional paid-in capital.


 


4.           Parent
Sponsor agrees that 7,532,000 warrants (“Founder Warrants”) to purchase 3,766,000 shares of Common Stock shall
be forfeited as of the Effective Time, with no further action required of any Person.


 






    	 	-3-	 



     


    

 


5.           This
Agreement and the Registration Rights Agreement, dated as of July 29, 2015 constitute the entire agreement and understanding of
the parties hereto in respect of the subject matter hereof and supersede 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 amended or modified otherwise than by a written agreement executed by Parent Sponsor, Parent and the Company.


 


6.           No
party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other parties hereto.


 


7.           This
Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware without regard to the
conflict of laws principles thereof. The parties hereto (a) all agree that any action, proceeding, claim or dispute arising out
of, or relating in any way to, this Agreement shall be brought and enforced in the Court of Chancery of the State of Delaware
(or, if the Court of Chancery of the State of Delaware lacks jurisdiction, then in the applicable Delaware state court), or if
under applicable Law exclusive jurisdiction of such action is vested in the federal courts, then the United States District Court
for the District of Delaware, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive,
and (b) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


8.           Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by electronic mail (with recipient receipt acknowledgment), express mail or similar private courier service,
by certified mail (return receipt requested), by hand delivery or facsimile transmission.


 


9.           This
Agreement shall terminate at such time, if any, that the Merger Agreement is terminated in accordance with its terms.


 


[REMAINDER
OF PAGE INTENTIONALLY BLANK]


 




    	 	-4-	 



     


    


 


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


 


	 	GLOBAL
    PARTNER ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Paul Zepf
	 	Name:	Paul
    Zepf
	 	Title:	Chief
    Executive Officer


 


Signature
Page to Founder Share Letter Agreement


 




     

     


    

 


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


 


Signature
Page to Founder Share Letter Agreement


 






     

     


    

 


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


 


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


 


 


Signature
Page to Founder Share Letter Agreement