SPARK ENERGY, INC. Cumulative Redeemable Perpetual Preferred Stock At-the- Market Issuance Sales AgreementSales Agreement • July 21st, 2017 • Spark Energy, Inc. • Electric & other services combined • New York
Spark Energy, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with FBR Capital Markets & Co. (the “Agent”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described in this Agreement, of the Company’s 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”) having an aggregate offering price of up to $50.0 million (the “Placement Shares”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 12th, 2023 • Via Renewables, Inc. • Electric & other services combined • Delaware
This Indemnification Agreement (“Agreement”) is made as of June 7, 2023, by and between Via Renewables, Inc., a Delaware corporation (the “Corporation”), and A. Stephen Kennedy (“Indemnitee”).
Employment Agreement Via Renewables, Inc.Employment Agreement • November 8th, 2021 • Via Renewables, Inc. • Electric & other services combined
This Employment Agreement (this “Agreement”) dated November 4, 2021 is between Paul Konikowski (“Employee”) and Via Renewables, Inc. (the “Company”). Capitalized terms that are not otherwise defined are defined in Exhibit B to this Agreement.
Amended and Restated Employment Agreement Spark Energy, Inc.Employment Agreement • June 3rd, 2016 • Spark Energy, Inc. • Electric & other services combined
This Amended and Restated Employment Agreement (this “Agreement”) dated May 27, 2016 and effective June 1, 2016 is between Robert Lane (“Employee”) and Spark Energy, Inc. (the “Company”). Capitalized terms that are not otherwise defined are defined in Exhibit B to this Agreement.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPARK HOLDCO, LLC DATED AS OF AUGUST 1, 2014Limited Liability Company Agreement • August 4th, 2014 • Spark Energy, Inc. • Electric & other services combined • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 1, 2014, by and among SPARK HOLDCO, LLC, a Delaware limited liability company (the “Company”), 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 respective meanings set forth in Section 1.1.
1,500,000 Shares Spark Energy, Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 4th, 2016 • Spark Energy, Inc. • Electric & other services combined • New York
CREDIT AGREEMENTCredit Agreement • May 24th, 2017 • Spark Energy, Inc. • Electric & other services combined • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of May 19, 2017, among SPARK HOLDCO, LLC (“HoldCo”), a Delaware limited liability company, SPARK ENERGY, LLC (“Spark”), a Texas limited liability company, SPARK ENERGY GAS, LLC (“SEG”), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation (“CenStar”), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company (“Censtar Opco”), OASIS POWER, LLC, a Texas limited liability company (“Oasis”), OASIS POWER HOLDINGS, LLC, a Texas limited liability company (“Oasis Holdings”), ELECTRICITY MAINE, LLC, a Maine limited liability company (“Maine”), ELECTRICITY N.H., LLC, a Maine limited liability company (“NH”), PROVIDER POWER MASS, LLC, a Maine limited liability company (“Mass”), MAJOR ENERGY SERVICES LLC, a New York limited liability company (“Major”), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company (“Electric”), RESPOND POWER LLC, a New York limited liability company (“Respond”), PERIGE
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2014 • Spark Energy, Inc. • Electric & other services combined • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2014, by and among Spark Energy, Inc., a Delaware corporation (the “Company”), NuDevco Retail, LLC, a Delaware limited liability company (“NuDevco Retail”) and NuDevco Retail Holdings, LLC, a Delaware limited liability company (“NuDevco Retail Holdings”) (each a “Party” and collectively, the “Parties”).
TRANSITION AND RESIGNATION AGREEMENT AND MUTUAL RELEASE OF CLAIMSTransition and Resignation Agreement • March 25th, 2020 • Spark Energy, Inc. • Electric & other services combined • Texas
This Transition and Resignation Agreement and Mutual Release of Claims (this “Agreement”) is entered into by and between Nathan Kroeker (“Employee”) and Spark Energy, Inc. (the “Company”).
NEW BANK AGREEMENTNew Bank Agreement • May 6th, 2021 • Spark Energy, Inc. • Electric & other services combined • New York
THIS NEW BANK AGREEMENT, dated as of January 19, 2021 (this “New Bank Agreement”) is made by and among SPARK HOLDCO, LLC, a Delaware limited liability company, SPARK ENERGY, LLC, a Texas limited liability company, SPARK ENERGY GAS, LLC, a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation, CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company, Oasis Power, LLC, a Texas limited liability company (“Oasis”), Oasis Power Holdings, LLC, a Texas limited liability company (“Oasis Holdings”), ELECTRICITY MAINE, LLC, a Maine limited liability company (“Maine”), ELECTRICITY N.H., LLC, a Maine limited liability company (“NH”), PROVIDER POWER MASS, LLC, a Maine limited liability company (“Mass”), Major Energy Services LLC, a New York limited liability company (“Major”), Major Energy Electric Services LLC, a New York limited liability company (“Electric”), Respond Power LLC, a New York limited liability company (“Respond”) and Perigee Energy, LLC, a Texas limit
SPARK ENERGY, INC. SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 5th, 2020 • Spark Energy, Inc. • Electric & other services combined • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Units (“Notice of Grant”) by and between Spark Energy, Inc., a Delaware corporation (the “Company”) and you.
AGREEMENT AND PLAN OF MERGER among Retailco, LLC NuRetailco LLC and Via Renewables, Inc. Dated as of December 29, 2023Agreement and Plan of Merger • January 2nd, 2024 • Via Renewables, Inc. • Electric & other services combined • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 29, 2023 (this “Agreement”), is entered into by and among Retailco, LLC, a Texas limited liability company (“Parent”), NuRetailco LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), and Via Renewables, Inc., a Delaware corporation (the “Company”).
TRANSITION AND RESIGNATION AGREEMENT AND MUTUAL RELEASE OF CLAIMSConfirming Release Agreement • November 4th, 2021 • Via Renewables, Inc. • Electric & other services combined • Texas
This Transition and Resignation Agreement and Mutual Release of Claims (this “Agreement”) is entered into by and between James Jones (“Employee”) and Spark Energy, Inc. now known as VIA Renewables, Inc. (traded under NASDAQ: VIA) (the “Company”).
ASSET PURCHASE AGREEMENT by and between SPARK HOLDCO, LLC and STARION ENERGY INC. STARION ENERGY NY INC. STARION ENERGY PA INC. Dated October 19, 2018Asset Purchase Agreement • October 25th, 2018 • Spark Energy, Inc. • Electric & other services combined • Delaware
This Asset Purchase Agreement, dated October 19, 2018 (this “Agreement”), is made by and between Spark Holdco, LLC, a Delaware limited liability company (“Purchaser”), Starion Energy Inc., a Delaware corporation (“Starion”), Starion Energy NY Inc., a Delaware corporation (“Starion NY”), and Starion Energy PA Inc., a Delaware corporation (“Starion PA”) (collectively, (Starion, Starion NY and Starion PA, are hereinafter referred to as “Seller”), Robert Zappone, a resident of Litchfield County, Connecticut, Dashmir Murtishi, a resident of Litchfield County, Connecticut, Fitor Mamudi, a resident of Fairfield County, Connecticut, Floresha Dauti, a resident of Fairfield County, Connecticut and Ruzhdi Dauti, a resident of Fairfield County, Connecticut (collectively, the “Shareholders”). Seller and Shareholders are sometimes individually or collectively referred to as a “Seller Party” or the “Seller Parties.”
TERMINATION AGREEMENTTermination Agreement • March 9th, 2018 • Spark Energy, Inc. • Electric & other services combined • Texas
This Termination Agreement (“Agreement”) entered into as of March 7, 2018 (the “Effective Date”) is among Retailco Services, LLC, a Texas limited liability company with an address of 12140 Wickchester Lane, Suite 100, Houston, TX 77079 and (“Servco”) with NuDevco Retail, LLC as Guarantor, and Spark Holdco, LLC, a Delaware limited liability company, with offices located at 12140 Wickchester Lane, Suite 100, Houston, TX 77079 (together with its subsidiaries collectively “Client”). NuDevco Retail, LLC (“NuDevco”), a Texas limited liability company with its principal place of business at 12140 Wickchester Lane, Suite 100, Houston, TX 77079, is an additional party to this Termination Agreement solely for the purposes of its guaranty associated with the original Master Service Agreement among the Parties. Servco, Client and NuDevco may each individually be called a “Party” and collectively may be referred to as the “Parties.”
TRANSACTION AGREEMENT IILimited Liability Company Agreement • August 4th, 2014 • Spark Energy, Inc. • Electric & other services combined • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 1, 2014, by and among SPARK HOLDCO, LLC, a Delaware limited liability company (the “Company”), 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 respective meanings set forth in Section 1.1.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 9th, 2018 • Spark Energy, Inc. • Electric & other services combined • Texas
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 7, 2018 (the “Execution Date”), is made and entered into by National Gas & Electric, LLC, a Texas limited liability company (“NGE”), and Spark HoldCo, LLC, a Delaware limited liability company (“Buyer” or “Spark”).
Unaudited Pro Forma Condensed Combined Financial InformationSpark Energy, Inc. • June 15th, 2016 • Electric & other services combined
On May 3, 2016, Spark HoldCo and Spark Energy, Inc. (collectively, “Spark”, except where the context indicates a reference only to Spark Energy, Inc.) entered into a Membership Interest Purchase Agreement (the “Major Energy Purchase Agreement”), with Retailco, LLC and National Gas & Electric, LLC (“NG&E”), pursuant to which Spark has agreed to purchase, and NG&E has agreed to sell, all of the outstanding membership interests in Major Energy Services LLC, a New York limited liability company, Major Energy Electric Services LLC, a New York limited liability company, and Respond Power LLC, a New York limited liability company (collectively, the “Major Energy Companies”). NG&E is owned by W. Keith Maxwell III, our Chairman of the Board, founder and majority shareholder. The closing of the acquisition is anticipated in the third quarter of 2016.
AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPARK HOLDCO, LLCLimited Liability Company Agreement • April 3rd, 2020 • Spark Energy, Inc. • Electric & other services combined • Delaware
This AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”), and the Third Amended and Restated Limited Liability Company Agreement (the “Third Restated LLC Agreement”), as amended, or restated from time to time, including by this Amendment, is entered into on March 30, 2020, by and among SPARK HOLDCO, LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of the Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1 of the Third Restated LLC Agreement and Section 1 of this Amendment.
AMENDMENT NO. 5Credit Agreement • March 3rd, 2022 • Via Renewables, Inc. • Electric & other services combined • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of May 19, 2017, among SPARK HOLDCO, LLC (“HoldCo”), a Delaware limited liability company, SPARK ENERGY, LLC (“Spark”), a Texas limited liability company, SPARK ENERGY GAS, LLC (“SEG”), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation (“CenStar”), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company (“Censtar Opco”), OASIS POWER, LLC, a Texas limited liability company (“Oasis”), OASIS POWER HOLDINGS, LLC, a Texas limited liability company (“Oasis Holdings”), ELECTRICITY MAINE, LLC, a Maine limited liability company (“Maine”), ELECTRICITY N.H., LLC, a Maine limited liability company (“NH”), PROVIDER POWER MASS, LLC, a Maine limited liability company (“Mass”), MAJOR ENERGY SERVICES LLC, a New York limited liability company (“Major”), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company (“Electric”), RESPOND POWER LLC, a New York limited liability company (“Respond”), PERIGE
SUBSCRIPTION AGREEMENTSubscription Agreement • May 5th, 2016 • Spark Energy, Inc. • Electric & other services combined • Texas
THE SECURITIES DESCRIBED HEREIN AND TO BE ISSUED PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
To Be Placed on Spark Energy, Inc. Letterhead] NOTICE OF GRANT OF RESTRICTED STOCK UNITSSpark Energy, Inc. • August 5th, 2020 • Electric & other services combined
AMENDMENT NO. 1Spark Energy, Inc. • November 3rd, 2017 • Electric & other services combined • New York
THIS AMENDMENT NO. 1 (this “Amendment”), entered into on, and effective as of November 2, 2017 (the “Effective Date”), is made by and among SPARK HOLDCO, LLC (“HoldCo”), a Delaware limited liability company, SPARK ENERGY, LLC (“Spark”), a Texas limited liability company, SPARK ENERGY GAS, LLC (“SEG”), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation (“CenStar”), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company (“Censtar Opco”), OASIS POWER, LLC, a Texas limited liability company (“Oasis”), OASIS POWER HOLDINGS, LLC, a Texas limited liability company (“Oasis Holdings”), ELECTRICITY MAINE, LLC, a Maine limited liability company (“Maine”), ELECTRICITY N.H., LLC, a Maine limited liability company (“NH”), PROVIDER POWER MASS, LLC, a Maine limited liability company (“Mass”), MAJOR ENERGY SERVICES LLC, a New York limited liability company (“Major”), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company (“Electric”), RESPOND POW
FIRST AMENDMENT TO THE MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENTMembership Interest and Stock Purchase Agreement • July 6th, 2017 • Spark Energy, Inc. • Electric & other services combined • Delaware
This First Amendment to the Membership Interest and Stock Purchase Agreement, dated as of July 1, 2017 (this “Amendment”), is entered into by and among CenStar Energy Corp., a New York corporation (“Buyer”), Spark Energy, Inc., a Delaware corporation (“Guarantor”), and Verde Energy USA Holdings, LLC, a Delaware limited liability company (“Seller” and, together with Buyer and the Guarantor, the “Parties” and each a “Party”).
AMENDMENT NO. 1Credit Agreement • March 24th, 2016 • Spark Energy, Inc. • Electric & other services combined • New York
THIS AMENDMENT NO. 1 (this “Amendment”), entered into on October 30, 2015 to be effective as of October 31, 2015 (the “Effective Date”), is made by and among SPARK HOLDCO, LLC, a Delaware limited liability company, SPARK ENERGY, LLC, a Texas limited liability company, SPARK ENERGY GAS, LLC, a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation, CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company, OASIS POWER HOLDINGS, LLC, a Texas limited liability company, and OASIS POWER, LLC, a Texas limited liability company (jointly, severally and together, the “Co-Borrowers,” and each individually, a “Co-Borrower”), SPARK ENERGY, INC., a Delaware corporation (the “Parent”), the Banks party hereto, and SOCIÉTÉ GÉNÉRALE, in its capacity as administrative agent under the Credit Agreement (as defined below) (in such capacity, the “Agent”). Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement referred to b
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPARK HOLDCO, LLC DATED AS OF MARCH 15, 2017Limited Liability Company Agreement • May 8th, 2017 • Spark Energy, Inc. • Electric & other services combined • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of March 15, 2017 (the “Effective Date”), by and among SPARK HOLDCO, LLC, a Delaware limited liability company (the “Company”), 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 respective meanings set forth in Section 1.1.
Good Counsel July 5, 2023Via Renewables, Inc. • July 6th, 2023 • Electric & other services combined
This Amendment is in reference to the Legal Engagement between Good Counsel Legal Services, LLC and Spark Energy, LLC dated August 27, 2020, as amended (“Agreement”) and serves, for good and valuable consideration, to amend the following in the Agreement:
AGREEMENT TO TERMINATE EARNOUT PAYMENTSAgreement to Terminate Earnout Payments • January 16th, 2018 • Spark Energy, Inc. • Electric & other services combined
This Agreement to Terminate Earnout Payments (the “Agreement”) amends the Membership Interest and Stock Purchase Agreement dated as of May 5, 2017 (the “Purchase Agreement”), and is entered into as of January 12, 2018 by and among CenStar Energy Corp., a New York corporation (“Buyer”), Spark Energy, Inc., a Delaware corporation, as Guarantor (“Guarantor”), Woden Holdings, LLC (fka Verde Energy USA Holdings, LLC), a Delaware limited liability company (“Seller”), Verde Energy USA, Inc., a Delaware corporation, and, only for purposes of Sections 4 and 9 hereof, Thomas FitzGerald (“FitzGerald”), an individual residing in the State of Texas, and Anthony Menchaca (“Menchaca” and, together with FitzGerald, the “Executives”), an individual residing in the State of Connecticut.
] Shares Spark Energy, Inc. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2014 • Spark Energy, Inc. • Electric & other services combined • New York
MASTER SERVICE AGREEMENT BY AND AMONG SPARK HOLDCO, LLC RETAILCO SERVICES, LLC AND NUDEVCO RETAIL, LLC Dated Effective January 1, 2016Master Services Agreement • March 24th, 2016 • Spark Energy, Inc. • Electric & other services combined • Texas
THIS MASTER SERVICE AGREEMENT (the “Agreement”) is entered into effective as of the 1st day of January, 2016 (the “Effective Date”), between RetailCo Services, LLC (“Servco”), a Texas limited liability company with its principal business address at 12140 Wickchester Lane, Suite 100, Houston, Texas 77079, and Spark Holdco, LLC (together with its Subsidiaries, “Client”), a Delaware limited liability company with its principal business address at 12140 Wickchester Lane, Suite 100, Houston, Texas 77079. Each of Servco and Client is sometimes referred to hereinafter as a “Party” and collectively as the “Parties”. NuDevco Retail, LLC (“NuDevco”), a Texas limited liability company with its principal business address at 12140 Wickchester Lane, Suite 100, Houston, Texas 77079, is an additional party to this Agreement solely for purposes of issuing the guaranty set forth in Section 14.18.
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPARK HOLDCO, LLCLimited Liability Company Agreement • January 26th, 2018 • Spark Energy, Inc. • Electric & other services combined • Delaware
This AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”, and the Third Amended and Restated Limited Liability Company Agreement (the “Third Restated LLC Agreement”), as amended, supplemented or restated from time to time, including by this Amendment, is entered into on January 26, 2018, by and among SPARK HOLDCO, LLC, a Delaware limited liability company (the “Company”), and each other Person who is or at any time becomes a Member in accordance with the terms of the Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1 of the Third Restated LLC Agreement and Section 1 of this Amendment.
AMENDMENT NO. 2Spark Energy, Inc. • July 20th, 2018 • Electric & other services combined • New York
THIS AMENDMENT NO. 2 (this “Amendment”), entered into on, and effective as of July 17, 2018 (the “Effective Date”), is made by and among SPARK HOLDCO, LLC (“HoldCo”), a Delaware limited liability company, SPARK ENERGY, LLC (“Spark”), a Texas limited liability company, SPARK ENERGY GAS, LLC (“SEG”), a Texas limited liability company, CENSTAR ENERGY CORP, a New York corporation (“CenStar”), CENSTAR OPERATING COMPANY, LLC, a Texas limited liability company (“Censtar Opco”), OASIS POWER, LLC, a Texas limited liability company (“Oasis”), OASIS POWER HOLDINGS, LLC, a Texas limited liability company (“Oasis Holdings”), ELECTRICITY MAINE, LLC, a Maine limited liability company (“Maine”), ELECTRICITY N.H., LLC, a Maine limited liability company (“NH”), PROVIDER POWER MASS, LLC, a Maine limited liability company (“Mass”), MAJOR ENERGY SERVICES LLC, a New York limited liability company (“Major”), MAJOR ENERGY ELECTRIC SERVICES LLC, a New York limited liability company (“Electric”), RESPOND POWER
TAX RECEIVABLE AGREEMENT among SPARK ENERGY, INC., SPARK HOLDCO, LLC, CERTAIN MEMBERS OF SPARK HOLDCO, LLC, and DATED AS OF AUGUST 1, 2014Tax Receivable Agreement • August 4th, 2014 • Spark Energy, Inc. • Electric & other services combined • Texas
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of August 1, 2014, is hereby entered into by and among Spark Energy, Inc., a Delaware corporation (the “Corporate Taxpayer”), Spark HoldCo, LLC, a Delaware limited liability company (“Spark HoldCo”), those members of Spark HoldCo set forth on Schedule A (the “Members”), and W. Keith Maxwell III (the “Agent”).
MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT BY AND AMONG CENSTAR ENERGY CORP., AS BUYER, SPARK ENERGY, INC., AS GUARANTOR AND VERDE ENERGY USA HOLDINGS, LLC, AS SELLER OF ALL INTERESTS IN:Membership Interest and Stock Purchase Agreement • May 8th, 2017 • Spark Energy, Inc. • Electric & other services combined • Delaware
This MEMBERSHIP INTEREST AND STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of May 5, 2017 (the “Execution Date”), is entered into by and among CenStar Energy Corp., a New York corporation (“Buyer”), Spark Energy, Inc., a Delaware corporation, as Guarantor (“Guarantor”) and Verde Energy USA Holdings, LLC, a Delaware limited liability company (“Seller”), as the direct owner of all Interests in and to: Verde Energy USA, Inc., a Delaware corporation (“Verde Inc.”); Verde Energy USA Commodities, LLC (“Verde Commodities”); Verde Energy USA Connecticut, LLC (“Verde Connecticut”); Verde Energy USA DC, LLC (“Verde DC”); Verde Energy USA Illinois, LLC (“Verde Illinois”); Verde Energy USA Maryland, LLC (“Verde Maryland”); Verde Energy USA Massachusetts, LLC (“Verde Massachusetts”); Verde Energy USA New Jersey, LLC (“Verde New Jersey”); Verde Energy USA New York, LLC (“Verde New York”); Verde Energy USA Ohio, LLC (“Verde Ohio”); Verde Energy USA Pennsylvania, LLC (“Verde Pennsylvania”); Ve
ContractVia Renewables, Inc. • July 7th, 2022 • Electric & other services combined • Texas
NEITHER THIS NOTE NOR THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF EITHER VRI OR SPARK HOLDCO THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO EITHER VRI OR SPARK HOLDCO, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (C) IN ACCORDANCE WITH RULE 144, RULE 145 OR RULE 144A UNDER THE SECURITIES ACT, IF APPLICABLE, AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS OR (D) IF EITHER VRI OR SPARK HOLDCO HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO EITHER VRI OR SPARK HOLDCO, OR OTHERWISE SATISFIED ITSELF, THAT THE TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE U.S. STATE LAWS AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES.
