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.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG NATIONAL GAS & ELECTRIC, LLC, RETAILCO, LLC, SPARK HOLDCO, LLC, AND SPARK ENERGY, INC. DATED AS OF MAY 3, 2016Membership Interest Purchase Agreement • May 5th, 2016 • Spark Energy, Inc. • Electric & other services combined • Texas
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of May 3, 2016, is entered into by and among National Gas & Electric, LLC, a Texas limited liability company (“Seller”); RetailCo, LLC, a Delaware limited liability company (“RetailCo”); Spark HoldCo, LLC, a Delaware limited liability company, on behalf of itself and its wholly-owned subsidiaries, Spark Energy, LLC and Spark Energy Gas, LLC, each of which is a Texas limited liability company (“Buyer”); and Spark Energy, Inc., a Delaware corporation and the parent of Buyer (“SEI”) (each, a “Party”, and collectively, the “Parties”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG SPARK HOLDCO, LLC, PROVIDER POWER, LLC, KEVIN B. DEAN, AND EMILE L. CLAVET May 3, 2016Membership Interest Purchase Agreement • May 5th, 2016 • Spark Energy, Inc. • Electric & other services combined • Texas
Exhibit A — Definitions Exhibit B — Form of Provider Interests and Asset Assignment Exhibit C — Calculation of Consideration Exhibit D Calculation of Earnout under Section 2.3(c) Exhibit E — Form of Non-Competition and Non-Solicitation Agreement of Seller and each of Kevin B. Dean and Emile L. Clavet Exhibit F — Form of Escrow Agreement Exhibit G — NOT USED Exhibit H — Key Terms of Premises Lease between Seller and the Provider Companies
