AGREEMENT AND PLAN OF MERGER among Retailco, LLC NuRetailco LLC and Via Renewables, Inc. Dated as of December 29, 2023Merger Agreement • January 4th, 2024 • Maxwell W Keith III • 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”).
CREDIT AGREEMENT AND GUARANTY dated as of August 15, 2023 among RETAILCO, LLC, TXEX ENERGY INVESTMENTS, LLC, and NUDEVCO RETAIL, LLC, as Borrowers, WILLIAM KEITH MAXWELL III, ELECTRIC HOLDCO, LLC, and NUDEVCO RETAIL HOLDINGS, LLC as Guarantors, THE...Credit Agreement • January 4th, 2024 • Maxwell W Keith III • Electric & other services combined • Texas
THIS CREDIT AGREEMENT AND GUARANTY (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of August 15, 2023, is among RETAILCO, LLC, a Texas limited liability company (“Retailco”), TXEX ENERGY INVESTMENTS, LLC, a Texas limited liability company (“TxEx”), NUDEVCO RETAIL, LLC, a Texas limited liability company (“NuDevco” and together with Retailco and TxEx collectively, the “Borrowers” and each a “Borrower”), WILLIAM KEITH MAXWELL III, an individual (“Maxwell”), ELECTRIC HOLDCO, LLC, a Texas limited liability company (“Electric HoldCo”), NUDEVCO RETAIL HOLDINGS, LLC, a Texas limited liability company (“NuDevco Holdings”) and each of the other Guarantors from time to time party hereto, the lenders from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and WOODFOREST NATIONAL BANK, a national banking association, as Administrative Agent.
Amended and Restated Joint Filing AgreementJoint Filing Agreement • January 4th, 2024 • Maxwell W Keith III • Electric & other services combined
This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock, par value $0.01, of Via Renewables, Inc., Inc., a Delaware corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
SUPPORT AGREEMENTSupport Agreement • January 4th, 2024 • Maxwell W Keith III • Electric & other services combined • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 29, 2023, is entered into by and among Retailco, LLC, a Texas limited liability company (“Parent”), and each undersigned stockholder (each, a “Subject Stockholder” and, collectively, the “Subject Stockholders” and, together with Parent, each a “Party” and collectively, the “Parties”) of Via Renewables, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement and Plan of Merger, dated as of December 29, 2023 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Parent, NuRetailco LLC, a Delaware limited liability company (“Merger Sub”) and the Company.
