FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNLIGHT FINANCIAL LLC DATED AS OF __________, 2021Limited Liability Company Agreement • March 22nd, 2021 • Spartan Acquisition Corp. II • Blank checks • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of _______, 2021, by and among Sunlight Financial LLC, a Delaware limited liability company (the “Company”), Sunlight Financial Holdings Inc., a Delaware corporation formerly known as Spartan Acquisition Corp. II (“PubCo”), SL Financial Holdings Inc., a Delaware corporation and a wholly owned subsidiary of PubCo (“Holdings”), SL Financial Investor I LLC (“Investor I”), a Delaware limited liability company and a wholly owned subsidiary of PubCo, SL Financial Investor II LLC (“Investor II”), a Delaware limited liability company and a wholly owned subsidiary of PubCo, the other parties listed on Exhibit A hereto (collectively, the “Legacy Owners”) and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • March 22nd, 2021 • Spartan Acquisition Corp. II • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of ___________, 2021, is hereby entered into by and among Sunlight Financial Holdings Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders, and the Agent.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 22nd, 2021 • Spartan Acquisition Corp. II • Blank checks • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Sunlight Financial Holdings Inc., a Delaware corporation f/k/a Spartan Acquisition Corp. II (the “Company”), Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Spartan Sponsor”), Tiger Infrastructure Partners Sunlight Feeder LP, a Delaware limited partnership (“Tiger IPSF”), Tiger Infrastructure Partners Co-Invest B LP, a Delaware limited partnership (together with Tiger IPSF, “Tiger”), FTV V, L.P., a Delaware limited partnership (“FTV”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Spartan Sponsor, FTV, Tiger and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively, the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • March 22nd, 2021 • Spartan Acquisition Corp. II • Blank checks
This Indemnity Agreement (this “Agreement”), dated as of January 23, 2021, is entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (“Acquiror”), FTV V, L.P., a Delaware limited partnership (“FTV Blocker Holder”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker” and together with FTV Blocker Holder, “FTV”), SL Invest I Inc., a Delaware corporation, SL Invest II LLC, a Delaware limited liability company, SL Financial Investor I LLC, a Delaware limited liability company, SL Financial Investor II LLC, a Delaware limited liability company, SL Financial Holdings Inc., a Delaware corporation, SL Financial LLC, a Delaware limited liability company, Sunlight Financial LLC, a Delaware limited liability company (the “Company”), and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company. Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of the date hereof, by and among all the parties to this Agreement o
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 22nd, 2021 • Spartan Acquisition Corp. II • Blank checks
This COMPANY SUPPORT AGREEMENT, dated as of January 23, 2021 (this “Agreement”), is by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), and each of the members of the Company (as defined below) whose names appear on the signature pages of this Agreement (each, a “Company Member” and, collectively, the “Company Members”).
