FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit 2.9

FIRST AMENDMENT TO

ASSET PURCHASE AGREEMENT

 This First Amendment to Asset Purchase Agreement (this “Amendment”), effective as of the 1st day of May, 2020 (the “Effective Date”), is by and among Spark Holdco, LLC, a Delaware limited liability company; Starion Energy Inc., a Delaware corporation; Starion Energy NY Inc., a Delaware corporation; Starion Energy PA Inc., a Delaware corporation; Xxxxxx Xxxxxxx; Xxxxxxx Xxxxxxxx; Fitor Mamudi; Xxxxxxxx Xxxxx; and Xxxxxx Xxxxx.

RECITALS:

        WHEREAS, the parties have entered into that certain Asset Purchase Agreement, dated as of October 19, 2018 (the “Purchase Agreement”);

WHEREAS, the parties desire to amend the Purchase Agreement as set forth in this Amendment, to take effect as of the Effective Date; and

WHEREAS, this Amendment is duly made by the parties pursuant to Section 9.3 of the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual promises and undertakings described herein and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1.Capitalized Terms. Except as otherwise may be expressly set forth herein, all capitalized terms used in this Amendment shall have the same meaning assigned to them in the Purchase Agreement.

2.Amendment to the Purchase Agreement. The second sentence of Section 2.6(b)(ii) of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:

        “Subject to Section 2.6(c), following June 1, 2020, the remaining balance of the Holdback Escrow Funds, after deduction of outstanding amounts for pending Non-Solicitation Claim Adjustments and for claims by Purchaser under ARTICLE VII, shall be released to Seller.”

3.Continuing Effect of Purchase Agreement. Except as expressly modified herein, the Purchase Agreement is neither amended nor modified by this Amendment. Except as expressly modified herein, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Purchase Agreement are herein ratified and confirmed and shall remain in full force and effect. From and after the effectiveness of this Amendment, the terms “this Agreement,” “hereof,” “herein,” “hereunder” and terms of like import, when used herein or in the Purchase Agreement shall, except where the context otherwise requires, refer to the Purchase Agreement as amended by this Amendment.

4.General Provisions. The provisions of ARTICLE IX of the Purchase Agreement shall apply to this Amendment, mutatis mutandis.

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        IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties to be effective as of the Effective Date.

PURCHASER:

SPARK HOLDCO, LLC

By: /s/ Xxxxx X. XxXxxx  

Name: Xxxxx X. XxXxxx  

Title: Chief Operating Officer 

SELLER:

STARION ENERGY INC.

By: /s/ Xxxxxx Xxxxx   

Name: Xxxxxx Xxxxx   

Title: President   

STARION ENERGY NY INC.

By: /s/ Xxxxxx Xxxxx   

Name: Xxxxxx Xxxxx   

Title: President   

STARION ENERGY PA INC.

By: /s/ Xxxxxx Xxxxx   

Name: Xxxxxx Xxxxx   

Title: President   

[Signatures Continue on the Following Page]

SHAREHOLDERS:

/s/ Xxxxxx Xxxxxxx   

[Signature Page to First Amendment to APA]

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Xxxxxx Xxxxxxx, individually

/s/ Xxxxxxx Xxxxxxxx   

Xxxxxxx Xxxxxxxx, individually

/s/ Fitor Mamudi   

Fitor Mamudi, individually

/s/ Florisha Xxxxx   

Xxxxxxxx Xxxxx, individually

/s/ Xxxxxx Xxxxx   

Xxxxxx Xxxxx, individually

[Signature Page to First Amendment to APA]

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