Exhibit
10.3


 


Execution
Version


 


SUBSCRIPTION AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 23 day of January, 2021, by and
among Spartan Acquisition Corp. II, a Delaware corporation (the “Issuer”), Sunlight Financial LLC, a Delaware
limited liability company (“Sunlight”) and the undersigned (“Subscriber”).


 


WHEREAS,
substantially concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into that certain
Business Combination Agreement and Plan of Reorganization, dated as of the date of this Subscription Agreement (as may be amended
or supplemented from time to time, the “Combination Agreement”), among the Issuer, SL Invest I Inc., a Delaware
corporation and wholly owned subsidiary of the Issuer, SL Invest II LLC, a Delaware limited liability company and wholly owned
subsidiary of the Issuer, SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of the
Issuer, SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer, SL Financial
Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Issuer (“Acquiror Sub”), SL Financial
LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror Sub, Sunlight, FTV-Sunlight, Inc., a Delaware
corporation and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company, pursuant to which the Issuer will
acquire Sunlight, on the terms and subject to the conditions set forth therein (the “Transaction”);


 


WHEREAS,
in connection with the Transaction, on the terms and subject to the conditions set forth in this Subscription Agreement, Subscriber
desires to subscribe for and purchase from the Issuer the number of shares of the Issuer’s Class A common stock, par value
$0.0001 per share (the “Class A Shares”), set forth on the signature page hereto (the “Acquired Shares”)
for a purchase price of $10.00 per share (the “Share Purchase Price” and the aggregate purchase price set forth
on the signature page hereto for the Acquired Shares, the “Purchase Price”), and the Issuer desires to issue
and sell to Subscriber the Acquired Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber
to the Issuer at the Closing (as defined herein); and


 


WHEREAS,
in connection with the Transaction, certain institutional “accredited investors” (as such term is defined in Rule
501 under the Securities Act of 1933, as amended (the “Securities Act”)) other than the Subscriber (each, an
“Other Subscriber”), have entered into subscription agreements with the Issuer substantially similar to this
Subscription Agreement, pursuant to which such Other Subscribers have agreed to subscribe for and purchase, and the Issuer has
agreed to issue and sell to such Other Subscribers, on the Closing Date, Class A Shares at the Share Purchase Price (the “Other
Subscription Agreements”).


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions,
herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


1. Subscription.
Subject to the terms and conditions hereof, Subscriber hereby agrees to subscribe for and purchase, and the Issuer hereby agrees
to issue and sell to Subscriber, upon the payment of the Purchase Price, the Acquired Shares (such subscription and issuance,
the “Subscription”).


 




     


     


    

 


2. Closing.


 


a. Subject
to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d), the closing of the Subscription
contemplated hereby (the “Closing”) shall occur on the date of, and at a time immediately prior to or substantially
concurrently with, the closing of the Transaction (such date, the “Closing Date”). Not less than five (5) business
days prior to the anticipated Closing Date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”)
of the anticipated Closing Date specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the
Purchase Price to the Issuer.


 


b. Subject
to the satisfaction or waiver of the conditions set forth in Sections 2(c) and 2(d) (other than those conditions
that by their nature are to be satisfied at the closing of the Transaction pursuant to the Transaction Agreement, but without
affecting the requirement that such conditions be satisfied or waived at the closing of the Transaction), on the Closing Date:


 


(i) Subscriber
shall deliver to the Issuer the Purchase Price for the Acquired Shares no later than one (1) business day prior to the Closing
Date (unless otherwise agreed by the Issuer) by wire transfer of U.S. dollars in immediately available funds to the account specified
by the Issuer in the Closing Notice; and


 


(ii) The
Issuer shall deliver to Subscriber the Acquired Shares against and upon payment by the Subscriber in book entry form, free and
clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the
name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as
applicable. Each book entry for the Acquired Shares shall contain a legend in substantially the following form:


 


THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.


 


c. The
Issuer’s obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted
by applicable law, the waiver by the Issuer, of each of the following conditions:


 


(i) all
representations and warranties of Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect
(as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing
Date, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations, warranties
and agreements of each such party contained in this Subscription Agreement as of the Closing Date (other than those representations
and warranties expressly made as of an earlier date, which shall be true and correct in all material respects as of such earlier
date);


 




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(ii) Subscriber
shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by
this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure
of such performance, satisfaction or compliance would not or would not be reasonably expected to prevent, materially delay, or
materially impair the ability of Subscriber to consummate the Closing.


 


(iii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Subscription
illegal or otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted
or threatened in writing a proceeding seeking to impose any such prevention or prohibition;


 


(iv) all
conditions precedent to the Issuer’s obligation to effect the Transaction set forth in the Combination Agreement shall have
been satisfied or waived (other than those conditions that (x) may only be satisfied at the closing of the Transaction, but subject
to the satisfaction or waiver of such conditions as of the closing of the Transaction, or (y) will be satisfied by the Closing
and the closing of the transactions contemplated by the Other Subscription Agreements).


 


d. Subscriber’s
obligation to effect the Closing shall be subject to the satisfaction on the Closing Date, or, to the extent permitted by applicable
law, the waiver by Subscriber, of each of the following conditions:


 


(i) all
representations and warranties of the Issuer contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined
herein) and the representations contained in Section 3(m), which representations and warranties shall be true and correct
in all respects) at and as of the Closing Date, and consummation of the Closing shall constitute a reaffirmation by Issuer of
each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of the Closing
Date (other than those representations and warranties expressly made as of an earlier date, which shall be true and correct in
all material respects as of such earlier date);


 


(ii) no
suspension of the qualification of the Acquired Shares for offering or sale or trading in any jurisdiction, or initiation or threatening
of any proceedings for any of such purposes, shall have occurred;


 


(iii) no
governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation
(whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Subscription
illegal or otherwise preventing or prohibiting consummation of the Subscription, and no governmental authority shall have instituted
or threatened in writing a proceeding seeking to impose any such prevention or prohibition;


 



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(iv) the
Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the
failure of such performance, satisfaction or compliance would not or would not be reasonably expected to prevent, materially delay,
or materially impair the ability of the Issuer to consummate the Closing;


 


(v) the
terms of the Combination Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended,
modified or waived in a manner that could reasonably be expected to materially and adversely affect the economic benefits that
Subscriber would reasonably expect to receive under this Subscription Agreement, including, without limitation, any amendment
or waiver of any representation or covenant of the Issuer or Sunlight relating to the financial position or outstanding indebtedness
of the Issuer or Sunlight; and


 


(vi) all
conditions precedent to the closing of the Transaction set forth in the Combination Agreement, shall have been satisfied or waived
(other than those conditions that (x) may only be satisfied at the closing of the Transaction, but subject to the satisfaction
or waiver of such conditions as of the closing of the Transaction, or (y) will be satisfied by the Closing and the closing of
the transactions contemplated by the Other Subscription Agreements).


 


e. Prior
to or at the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer
reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription
Agreement.


 


f. In
the event that the closing of the Transaction does not occur within five (5) business days of the Closing, the Issuer shall promptly
(but not later than three (3) business days thereafter) return the Purchase Price to Subscriber in immediately available funds
to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation,
unless and until this Subscription Agreement is terminated in accordance with Section 7 herein, Subscriber shall remain
obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing
Notice and (B) to reconsummate the Closing immediately prior to or substantially concurrently with the consummation of the Transaction.


 


3. Issuer
Representations and Warranties. The Issuer represents and warrants that:


 


a. The
Issuer has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware,
with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and
to enter into, deliver and perform its obligations under this Subscription Agreement.


 






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b. The
Acquired Shares have been duly authorized and, when issued and delivered to Subscriber against full payment for the Acquired Shares
in accordance with the terms of this Subscription Agreement, the Acquired Shares will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under the Issuer’s
certificate of incorporation and bylaws or under the laws of the State of Delaware.


 


c. This
Subscription Agreement, the Other Subscription Agreements and the Combination Agreement (collectively, the “Transaction
Documents”) have been duly authorized, executed and delivered by the Issuer and are enforceable against the Issuer in
accordance with their respective terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 


d. Assuming
the accuracy of Subscriber’s representations and warranties in Section 4, the execution and delivery by the Issuer of the
Transaction Documents, and the performance by the Issuer of its obligations under the Transaction Documents, including the issuance
and sale of the Acquired Shares and the consummation of the other transactions contemplated herein, do not and will not conflict
with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer
is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject, which would be
reasonably expected to have, individually or in the aggregate, a material adverse effect on the business, properties, financial
condition, stockholders’ equity or results of operations of the Issuer (a “Material Adverse Effect”)
or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material respects
with the terms of this Subscription Agreement; (ii) the organizational documents of the Issuer; or (iii) any statute or any judgment,
order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer
or any of its properties that would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect
or materially affect the validity of the Acquired Shares or the legal authority of the Issuer to comply in all material respects
with this Subscription Agreement.


 


e. There
are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that
will be triggered by the issuance of (i) the Acquired Shares or (ii) the Class A Shares to be issued pursuant to any Other Subscription
Agreement, in each case, that have not been or will not be validly waived on or prior to the Closing Date.


 


f. The
Issuer is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute
a default or violation) of any term, condition or provision of (i) the organizational documents of the Issuer, (ii) any loan or
credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which the Issuer
is now a party or by which the Issuer’s properties or assets are bound, or (iii) any statute or any judgment, order, rule
or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of
its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably
expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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g. Assuming
the accuracy of Subscriber’s representations and warranties in Section 4, the Issuer is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state,
local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery
and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Acquired Shares),
other than (i) the filing with the Securities and Exchange Commission (the “Commission”) of the Registration
Statement (as defined below), (ii) filings required by applicable state or federal securities laws, (iii) the filings required
in accordance with Section 10(m), (iv) those required by the New York Stock Exchange (the “NYSE”), including
with respect to obtaining stockholder approval, and (v) the failure of which to obtain would not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect or have a material adverse effect on the Issuer’s ability to
consummate the transactions contemplated hereby, including the sale and issuance of the Acquired Shares.


 


h. The
authorized capital stock of the Issuer consists of (i) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”), (ii) 250,000,000 Class A Shares, and (iii) 20,000,000 shares of Class B common stock, par value $0.0001 per
share (“Class B Shares”). As of the date hereof and as of immediately prior to the Closing: (1) no shares of
Preferred Stock are issued and outstanding, (2) 34,500,000 Class A Shares are issued and outstanding, (3) 8,625,000 Class B Shares
are issued and outstanding, and (4) 27,150,000 warrants, each entitling the holder thereof to purchase one Class A Share at an
exercise price of $11.50 per Class A Share, are outstanding.


  


i. The
Issuer has not received any written communication, from a governmental entity that alleges that the Issuer is not in compliance
with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually
or in the aggregate, be reasonably expected to have a Material Adverse Effect.


 


j. The
issued and outstanding Class A Shares are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and are listed for trading on the NYSE. There is no suit, action, proceeding
or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by the NYSE or the Commission with
respect to any intention by such entity to deregister the Class A Shares or prohibit or terminate the listing of the Class A Shares
on the NYSE. The Issuer has taken no action that is designed to terminate the registration of the Class A Shares under the Exchange
Act.


 


k. Assuming
the accuracy of Subscriber’s representations and warranties set forth in Section 4, no registration under the Securities
Act is required for the offer and sale of the Acquired Shares by the Issuer to Subscriber in the manner contemplated by this Subscription
Agreement.


 






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l. Neither
the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising
(within the meaning of Regulation D of the Securities Act) in connection with any offer or sale of the Acquired Shares.


 


m. The
Issuer has not entered into any side letter or similar agreement with any Other Subscriber or any other investor in connection
with such Other Subscriber’s or such other investor’s direct or indirect investment in the Issuer other than (i) the
Combination Agreement, (ii) the Other Subscription Agreements; provided, that no Other Subscription Agreement included a purchase
price per share that is lower than the Share Purchase Price, and (iii) that certain letter agreement, dated November 24, 2020,
by and among the Issuer and the other parties thereto. The Other Subscription Agreements have not been amended in any material
respect following the date of this Subscription Agreement and reflect the same Share Purchase Price and terms that are no more
favorable to any such Other Subscriber thereunder than the terms of this Subscription Agreement.


 


n. The
Issuer has made available to Subscriber (including via the Commission’s EDGAR system) a copy of each form, report, statement,
schedule, prospectus, proxy, registration statement and other document, if any, filed by the Issuer with the Commission since
its initial registration of the Class A Shares (the “SEC Documents”), which SEC Documents, as of their respective
filing dates, complied in all material respects with the requirements of the Exchange Act applicable to the SEC Documents and
the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents. None of the SEC Documents
filed under the Exchange Act (except to the extent that information contained in any SEC Document has been superseded by a later
timely filed SEC Document) contained, when filed any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading; provided, that, with respect to the proxy statement to be filed by the Issuer with respect to the Transaction
or any of its affiliates included in any SEC Document or filed as an exhibit thereto, the representation and warranty in this
sentence is made to the Issuer’s knowledge. The Issuer has timely filed each report, statement, schedule, prospectus, and
registration statement that the Issuer was required to file with the Commission since its inception. There are no material outstanding
or unresolved comments in comment letters from the Staff of the Commission with respect to any of the SEC Documents.


 


o. Except
for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to
the knowledge of the Issuer, threatened against the Issuer or (ii) judgment, decree, injunction, ruling or order of any governmental
entity or arbitrator outstanding against the Issuer.


 


p. Except
for placement fees payable to Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, in
their capacity as placement agents for the offer and sale of the Acquired Shares (in such capacity, the “Placement Agents”),
the Issuer has not paid, and is not obligated to pay, any brokerage, finder’s or other commission or similar fee in connection
with its issuance and sale of the Acquired Shares, including, for the avoidance of doubt, any fee or commission payable to any
stockholder or affiliate of the Issuer.


 






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q. None
of the Issuer, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration
of the issuance of any of the Acquired Shares under the Securities Act, whether through integration with prior offerings pursuant
to Rule 502(a) of the Securities Act or otherwise.


 


4. Subscriber
Representations and Warranties. Subscriber represents and warrants that:


 


a. Subscriber
has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation
or formation, with the requisite entity power and authority to enter into, deliver and perform its obligations under this Subscription
Agreement.


 


b. This
Subscription Agreement has been duly authorized, executed and delivered by Subscriber. This Subscription Agreement is enforceable
against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and
(ii) principles of equity, whether considered at law or equity.


 


c. The
execution, delivery and performance by Subscriber of this Subscription Agreement, including the consummation of the transactions
contemplated hereby, (i) are fully consistent with Subscriber’s financial needs, objectives and condition, (ii) comply and
are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii) have been
duly authorized and approved by all necessary action and (iv) are a fit, proper and suitable investment for Subscriber, notwithstanding
the substantial risks inherent in investing in or holding the Acquired Shares.


 


d. The
execution and delivery by Subscriber of this Subscription Agreement, and the performance by Subscriber of its obligations under
this Subscription Agreement, including the purchase of the Acquired Shares and the consummation of the other transactions contemplated
herein, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber
pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument
to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject,
which would be reasonably expected to have a material adverse effect on the business, properties, financial condition, stockholders’
equity or results of operations of Subscriber, taken as a whole (a “Subscriber Material Adverse Effect”), or
materially affect the legal authority of Subscriber to comply in all material respects with the terms of this Subscription Agreement;
(ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court
or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of Subscriber’s properties
that would be reasonably expected to have a Subscriber Material Adverse Effect or materially affect the legal authority of Subscriber
to comply in all material respects with this Subscription Agreement.


 






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e. Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A promulgated under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (5), (6), (7), (10), (11) or (12) under the
Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring the
Acquired Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Acquired Shares
as a fiduciary or agent for one or more investor accounts, each owner of such account is a “qualified institutional buyer”
(as defined above) and Subscriber has full investment discretion with respect to each such account, and the full power and authority
to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is
not acquiring the Acquired Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act or any other securities laws of the United States or any other jurisdiction. Subscriber has completed Schedule
A following the signature page hereto and the information contained therein is accurate and complete. Subscriber is not an
entity formed for the specific purpose of acquiring the Acquired Shares, unless Subscriber is a newly formed entity in which all
of the equity owners are accredited investors and is an “institutional account” as defined by FINRA Rule 4512(c).


 


f. Subscriber
understands that the Acquired Shares are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Acquired Shares have not been registered under the Securities Act or any other securities laws
of the United States or any other jurisdiction. Subscriber acknowledges that it is acquiring its entire beneficial ownership interest
in the Acquired Shares for Subscriber’s own account for investment purposes only and not with a view to any distribution
of the Acquired Shares in any manner that would violate the securities laws of the United States or any other jurisdiction. Subscriber
understands that the Acquired Shares may not be resold, Transferred (as defined herein), pledged or otherwise disposed of by Subscriber
absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, (ii) to
non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the
Securities Act, (iii) pursuant to Rule 144 promulgated under the Securities Act, absent a change in law, receipt of regulatory
no-action relief or an exemption, provided that all of the applicable conditions thereof have been met, or (iv) pursuant
to another applicable exemption from the registration requirements of the Securities Act (including without limitation sales conducted
pursuant to Rule 144 promulgated under the Securities Act), and that any certificates or book entry records representing the Acquired
Shares shall contain a legend to such effect. Subscriber acknowledges that the Acquired Shares will not immediately be eligible
for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands and agrees that the Acquired Shares
will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily
resell the Acquired Shares and may be required to bear the financial risk of an investment in the Acquired Shares for an indefinite
period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge
or Transfer of any of the Acquired Shares. For purposes of this Subscription Agreement, “Transfer” shall mean any
direct or indirect transfer, redemption, disposition or monetization in any manner whatsoever, including, without limitation,
through any derivative transactions.


 






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g. Subscriber
understands and agrees that Subscriber is purchasing the Acquired Shares directly from the Issuer. Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to Subscriber by the Issuer, Sunlight, the
Placement Agents or any of their officers or directors, expressly or by implication, other than those representations, warranties,
covenants and agreements of the Issuer included in this Subscription Agreement.


 


h. Subscriber’s
acquisition and holding of the Acquired Shares will not constitute or result in a non-exempt prohibited transaction under section
406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.


 


i. In
making its decision to subscribe for and purchase the Acquired Shares, Subscriber represents that it has relied solely upon its
own independent investigation. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or
other information provided by the Placement Agents or any of their respective affiliates, or any of their respective officers,
directors, employees or representatives, concerning the Issuer or the Acquired Shares or the offer and sale of the Acquired Shares.
Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make
an investment decision with respect to the Acquired Shares, including with respect to the Issuer and the Transaction. Subscriber
represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to
ask such questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s),
if any, have deemed necessary to make an investment decision with respect to the Acquired Shares. Subscriber acknowledges and
agrees that it has not relied on any statements or other information provided by the Placement Agents or any of the affiliates
thereof with respect to the Transaction, the Issuer, Sunlight or Subscriber’s decision to purchase the Acquired Shares.


 


j. Subscriber
became aware of this offering of the Acquired Shares solely by means of direct contact between Subscriber and the Issuer or the
Placement Agents, and the Acquired Shares were offered to Subscriber solely by direct contact between Subscriber and the Issuer
or the Placement Agents. Subscriber did not become aware of this offering of the Acquired Shares, nor were the Acquired Shares
offered to Subscriber, by any other means. Subscriber acknowledges that the Issuer represents and warrants that the Acquired Shares
(i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


k. Subscriber
acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Acquired Shares.
Subscriber qualifies as a sophisticated institutional investor and has such knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment, both in general and with regard to transactions
in, and investment strategies involving, securities, including Subscriber’s investment in the Acquired Shares, and Subscriber
has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision.


 






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l. Subscriber
acknowledges and agrees that (a) the Placement Agents are acting solely as placement agents in connection with the Subscription
and are not acting as underwriters or in any other capacity and are not and shall not be construed as a fiduciary for Subscriber,
the Issuer or any other person or entity in connection with the Subscription, (b) neither the Placement Agents nor any affiliate
of any of the Placement Agents (nor any officer, director, employee or representative of any of the Placement Agents or any affiliate
thereof) have made, or will make, any representation or warranty, whether express or implied, of any kind or character and have
not provided, and will not provide, any advice or recommendation in connection with the Subscription, (c) the Placement Agents
will have no responsibility with respect to (i) any representations, warranties or agreements made by any person or entity under
or in connection with the Subscription or any of the documents furnished pursuant thereto or in connection therewith, or the execution,
legality, validity or enforceability (with respect to any person) thereof, or (ii) the business, affairs, financial condition,
operations, properties or prospects of, or any other matter concerning the Issuer or the Subscription, (d) the Placement Agents
shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations,
penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber, the Issuer or any other person
or entity), whether in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of
the Subscription, (e) the Placement Agents and their affiliates have not made an independent investigation with respect to the
Issuer or the Acquired Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer,
and (f) the Placement Agents have not prepared a disclosure or offering document in connection with the offer and sale of the
Acquired Shares.


 


m. Alone,
or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and
fully considered the risks of an investment in the Acquired Shares and determined that the Acquired Shares are a suitable investment
for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss
of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.


 


n. Subscriber
understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Acquired
Shares or made any findings or determination as to the fairness of an investment in the Acquired Shares.


 


o. Subscriber
is not (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons, the Executive Order 13599
List, the Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, each of which is administered by the
U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) (collectively “OFAC Lists”),
(ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated,
established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency,
or instrumentality thereof, of, Cuba, Iran, North Korea, Sudan, Syria, the Crimea region of Ukraine, or any other country or territory
embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515 or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311
et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001 (the “PATRIOT Act”), and
its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and
procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that,
to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions
programs, including for the screening of its investors against the OFAC Lists. Subscriber further represents and warrants that,
to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and
used to purchase the Acquired Shares were legally derived.


 






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p. If
Subscriber is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of ERISA, (ii) a plan, an individual
retirement account or other arrangement that is subject to section 4975 of the Code, (iii) an entity whose underlying assets are
considered to include “plan assets” of any such plan, account or arrangement described in clauses (i) and (ii) (each,
an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in section 3(32)
of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or
other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other federal,
state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar
Laws,” and together with the ERISA Plans, the “Plans”), then Subscriber represents and warrants that
(1) neither the Issuer, nor any of its respective affiliates (the “Transaction Parties”) has provided
investment advice or has otherwise acted as the Plan’s fiduciary with respect to its decision to acquire and hold the Acquired
Shares, and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary with respect to any decision
to acquire and hold the Acquired Shares, and none of the Transaction Parties is or shall at any time be the Plan’s fiduciary
with respect to any decision in connection with Subscriber’s investment in the Acquired Shares, and (2) its purchase of
the Acquired Shares will not result in a non-exempt prohibited transaction under section 406 of ERISA or section 4975 of the Code,
or any applicable Similar Law.


 


q. At
the Closing, Subscriber will have sufficient funds to pay the Purchase Price pursuant to Section 2(b)(i).


 


5. Additional
Subscriber Agreement. Subscriber hereby agrees that, from the date of this Subscription Agreement until the Closing Date,
neither Subscriber nor any person or entity acting on behalf of Subscriber or pursuant to any understanding with Subscriber will
engage in any Short Sales with respect to securities of the Issuer. For purposes of this Section 5, “Short Sales”
shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as
part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding
the foregoing, (a) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge
of this Subscription Agreement or of Subscriber’s participation in the Transaction (including Subscriber’s controlled
affiliates and/or affiliates) from entering into any Short Sales and (b) in the case of a Subscriber that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers
have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s
assets, this Section 5 shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Acquired Shares covered by this Subscription Agreement. The Issuer acknowledges and agrees that, notwithstanding
anything herein to the contrary, the Acquired Shares may be pledged by Subscriber in connection with a bona fide margin agreement,
provided such pledge shall be (i) pursuant to an available exemption from the registration requirements of the Securities Act
or (ii) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of
such pledge, and Subscriber effecting a pledge of Acquired Shares shall not be required to provide the Issuer with any notice
thereof; provided, however, that neither the Issuer nor their counsel shall be required to take any action (or refrain
from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with
an acknowledgment that the Acquired Shares are not subject to any contractual prohibition on pledging or lock up, the form of
such acknowledgment to be subject to review and comment by the Issuer in all respects.


 






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6. Registration
Rights.


  


a. The
Issuer agrees that, within thirty (30) calendar days after the consummation of the Transaction, the Issuer will file with the
Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Acquired Shares
(the “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the Registration
Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar
day (or 90th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement)
following the Closing and (ii) the 10th business day after the date the Issuer is notified (orally or in writing, whichever is
earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further
review (such earlier date, the “Effective Date”); provided, however, that the Issuer’s
obligations to include the Acquired Shares in the Registration Statement are contingent upon Subscriber furnishing in writing
to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of
disposition of the Acquired Shares as shall be reasonably requested by the Issuer to effect the registration of the Acquired Shares,
and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are
customary of a selling stockholder in similar situations, including providing that the Issuer shall be entitled to postpone and
suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted
hereunder. Notwithstanding the foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed
to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale
of the Acquired Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such
number of Acquired Shares which is equal to the maximum number of Acquired Shares as is permitted by the Commission. In such event,
the number of Acquired Shares to be registered for each selling stockholder named in the Registration Statement shall be reduced
pro rata among all such selling stockholders. Upon notification by the Commission that the Registration Statement has been declared
effective by the Commission, within one (1) business day thereafter, the Issuer shall file the final prospectus under Rule 424
of the Securities Act. The Issuer will provide a draft of the Registration Statement to Subscriber for review at least two (2)
business days in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter
in the Registration Statement unless requested by the Commission.


 






    13


     


    

 


b. In
the case of the registration, qualification, exemption or compliance effected by the Issuer pursuant to this Subscription Agreement,
the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration, qualification, exemption and
compliance. At its expense the Issuer shall:


 


(i) except
for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable
Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the
earlier of the following: (1) Subscriber ceases to hold any Acquired Shares or (2) the date all Acquired Shares held by Subscriber
may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which
may be applicable to affiliates under Rule 144 promulgated under the Securities Act and without the requirement for the Issuer
to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (3)
two years from the Effective Date of the Registration Statement.


 


(ii) advise
Subscriber within two (2) business days:


 


(1) when
a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;


 


(2) of
any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or
for additional information;


 


(3) of
the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation
of any proceedings for such purpose;


 


(4) of
the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Acquired Shares included
therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(5) subject
to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in the
Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state
a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading.


 






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Notwithstanding
anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber
with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of
the occurrence of the events listed in (1) through (5) above constitutes material, nonpublic information regarding the Issuer;


 


(iii) use
its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement
as soon as reasonably practicable;


 


(iv) upon
the occurrence of any event contemplated above, except for such times as the Issuer is permitted hereunder to suspend, and has
suspended, the use of a prospectus forming part of a Registration Statement, the Issuer shall use its commercially reasonable
efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement
to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Acquired
Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(v) use
its commercially reasonable efforts to cause all Acquired Shares to be listed on each securities exchange or market, if any, on
which the Class A Shares issued by the Issuer have been listed;


 


(vi) use
its commercially reasonable efforts to take all other steps necessary to effect the registration of the Acquired Shares contemplated
hereby and to enable Subscriber to sell the Acquired Shares under Rule 144; and


 


(vii) remove
the legend described in in Section 2(b)(ii) (or instruct its transfer agent to so remove such legend) from the Acquired
Shares if (1) the Registration Statement has become effective under the Securities Act, (2) such Acquired Shares are sold or transferred
pursuant to Rule 144 (if the transferor is not an Affiliate of the Issuer), or (3) such Acquired Shares are eligible for sale
under Rule 144, without the requirement for the Issuer to be in compliance with the current public information required under
Rule 144(c)(1) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions. Each
applicable holder agrees to provide the Issuer, its counsel and/or the transfer agent with evidence reasonably requested by it
in order to cause the removal of the legend described in Section 2(b)(ii) (the “Representations”). Any
fees (with respect to the transfer agent, Issuer counsel or otherwise) associated with the issuance of any legal opinion required
by the Issuer’s transfer agent or the removal of such legend shall be borne by the Issuer. If a legend is no longer required
pursuant to the foregoing, the Issuer will no later than three (3) Business Days following the delivery by an applicable holder
to the Issuer or the transfer agent (with notice to the Issuer) of a legended certificate or instrument representing Acquired
Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance
and/or transfer) and the Representations, deliver or cause to be delivered to such applicable holder a certificate or instrument
(as the case may be) representing such Acquired Shares that is free from all restrictive legends. Certificates for Acquired Shares
free from all restrictive legends may be transmitted by the transfer agent to the applicable holders by crediting the account
of the applicable holder’s prime broker with DTC as directed by such applicable holder.


 






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c. Notwithstanding
anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of
the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend
the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or
an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon
the advice of legal counsel, would require additional disclosure by the Issuer in the Registration Statement of material information
that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration
Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal
counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance,
a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration
Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days, or more than ninety (90) total
calendar days, in each case during any twelve-month period. Upon receipt of any written notice from the Issuer of the happening
of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event
the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and
sales of the Acquired Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant
to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare)
that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become
effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality
of any information included in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so
directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of
the prospectus covering the Acquired Shares in Subscriber’s possession; provided, however, that this obligation
to deliver or destroy all copies of the prospectus covering the Acquired Shares shall not apply (1) to the extent Subscriber is
required to retain a copy of such prospectus (x) in order to comply with applicable legal, regulatory, self-regulatory or professional
requirements or (y) in accordance with a bona fide pre-existing document retention policy or (2) to copies stored electronically
on archival servers as a result of automatic data back-up. The Subscriber shall not in connection with the foregoing be required
to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer
the Acquired Shares.


 




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d. Subscriber
may deliver written notice (an “Opt-Out Notice”) to the Issuer requesting that Subscriber not receive notices
from the Issuer otherwise required by this Section 6; provided, however, that Subscriber may later revoke
any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from Subscriber (unless subsequently revoked), (i)
the Issuer shall not deliver any such notices to Subscriber and Subscriber shall no longer be entitled to the rights associated
with any such notice and (ii) each time prior to Subscriber’s intended use of an effective Registration Statement, Subscriber
will notify the Issuer in writing at least two (2) business days in advance of such intended use, and if a notice of a Suspension
Event was previously delivered (or would have been delivered but for the provisions of this Section 6(d)) and the related
suspension period remains in effect, the Issuer will so notify Subscriber, within one (1) business day of Subscriber’s notification
to the Issuer, by delivering to Subscriber a copy of such previous notice of Suspension Event, and thereafter will provide Subscriber
with the related notice of the conclusion of such Suspension Event immediately upon its availability.


 


e. The
Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless Subscriber (to
the extent a seller under the Registration Statement), the officers, directors and agents of Subscriber, and each person who controls
Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the fullest
extent permitted by applicable law, from and against any and all out-of-pocket losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that
arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration
Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of
prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation
or alleged violation by the Issuer of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder,
in connection with the performance of its obligations under this Section 6, except to the extent, but only to the
extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information regarding
Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein or Subscriber has omitted a material fact
from such information or otherwise violated the Securities Act, Exchange Act or any state securities law or any rule or regulation
thereunder; provided, however, that the indemnification contained in this Section 6 shall not apply to amounts paid
in settlement of any Losses if such settlement is effected without the consent of the Issuer (which consent shall not be unreasonably
withheld, conditioned or delayed), nor shall the Issuer be liable for any Losses to the extent they arise out of or are based
upon a violation which occurs (1) in reliance upon and in conformity with written information furnished by Subscriber, (2) in
connection with any failure of such person to deliver or cause to be delivered a prospectus made available by the Issuer in a
timely manner or (3) in connection with any offers or sales effected by or on behalf of Subscriber in violation of Section
6(c) hereof. The Issuer shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising
from or in connection with the transactions contemplated by this Section 6 of which the Issuer receives notice in writing.
Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of an indemnified party
and shall survive the Transfer of the Acquired Shares by Subscriber.


 



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f. Subscriber
shall, severally and not jointly, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, and each
person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), to the fullest extent permitted by applicable law, from and against all Losses, as incurred, (i) arising out of or based
upon any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included
in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus,
or (ii) arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the
circumstances under which they were made) not misleading, with respect to (i) and/or (ii), to the extent, but only to the extent,
that such untrue or alleged untrue statements or omissions or alleged omissions are based upon information regarding Subscriber
furnished in writing to the Issuer by Subscriber expressly for use therein; provided, however, that the indemnification
contained in this Section 6(f) shall not apply to amounts paid in settlement of any Losses if such settlement is effected
without the consent of Subscriber (which consent shall not be unreasonably withheld, conditioned or delayed). In no event shall
the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale
of the Acquired Shares giving rise to such indemnification obligation. Subscriber shall notify the Issuer promptly of the institution,
threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 6(f)
of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by
or on behalf of an indemnified party and shall survive the Transfer of the Acquired Shares by Subscriber.


 


7. Termination.
This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of
the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier
to occur of (a) such date and time as the Combination Agreement is terminated in accordance with the terms therein, (b) upon the
mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if any of the conditions
to Closing set forth in Sections 2(c) and 2(d) are not satisfied on or prior to the Closing Date and, as a result
thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing, or (d) at the election
of Subscriber, on or after the date that is 180 days after the date hereof if the Closing has not occurred on or prior to such
date; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time
of termination, and each party will be entitled to any remedies at law or in equity to recover out-of-pocket losses, liabilities
or damages arising from such breach. The Issuer shall promptly notify in writing Subscriber of the termination of the Combination
Agreement promptly after the termination of such agreement.


 






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8. Trust
Account Waiver. Subscriber acknowledges that the Issuer is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving the Issuer and one or more businesses or
assets. Subscriber further acknowledges that, as described in the Issuer’s prospectus relating to its initial public offering
dated November 24, 2020 (the “Prospectus”), available at www.sec.gov, substantially all of the Issuer’s
assets consist of the cash proceeds of the Issuer’s initial public offering and private placements of its securities, and
substantially all of those proceeds have been deposited in a trust account (the “Trust Account”) for the benefit
of the Issuer, its public stockholders and the underwriters of the Issuer’s initial public offering. Except with respect
to interest earned on the funds held in the Trust Account that may be released to the Issuer to pay its tax obligations, if any,
the cash in the Trust Account may be disbursed only for the purposes set forth in the Prospectus. For and in consideration of
the Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, Subscriber,
on behalf of itself and its representatives, hereby irrevocable waives any and all right, title and interest, or any claim of
any kind they have or may have in the future arising out of this Subscription Agreement, in or to any monies held in the Trust
Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription Agreement;
provided, however, that nothing in this Section 8 shall be deemed to limit any Subscriber’s right, title,
interest or claim to the Trust Account by virtue of such Subscriber’s record or beneficial ownership of securities of the
Issuer acquired by any means other than pursuant to this Subscription Agreement, including but not limited to any redemption right
with respect to any such securities of the Issuer.


 


9. Risk
Factors. Subscriber acknowledges having received and read the Risk Factors located in folder 3 of the virtual data room related
to the Transaction (the “Risk Factors”). Subscriber understands and accepts all of the risks set forth in the
Risk Factors.


 


10. Miscellaneous.


 


a. Each
party hereto acknowledges that the other party hereto and the Placement Agents will rely on the acknowledgments, understandings,
agreements, representations and warranties contained in this Subscription Agreement; provided, however, that the foregoing clause
of this Section 10(a) shall not give the Issuer or the Placement Agents any rights other than those expressly set forth
herein. Prior to the Closing, each party hereto agrees to promptly notify the other party hereto if any of the acknowledgments,
understandings, agreements, representations and warranties made by such party as set forth herein are no longer accurate in all
material respects. Subscriber further acknowledges and agrees that the Placement Agents are third-party beneficiaries of the representations
and warranties of Subscriber contained in Section 4.


 


b. Each
of the Issuer, Sunlight and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce
this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby to the extent required by law or by regulatory bodies.


 


c. Notwithstanding
anything to the contrary in this Subscription Agreement, prior to the Closing, Subscriber may not transfer or assign all or a
portion of its rights under this Subscription Agreement other than to its affiliates or any fund or account managed by the same
investment manager as Subscriber, without the prior consent of the Issuer; provided, that, such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of this Subscription Agreement, makes the representations
and warranties in Section 4 and completes Schedule A hereto. In the event of such a transfer or assignment, Subscriber
shall update Schedule B to provide the information required therein.


 






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d. All
the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.
For the avoidance of doubt, if for any reason the Closing does not occur prior to the consummation of the Transactions, all representations,
warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in
full force and effect.


 


e. The
Issuer may request from Subscriber such additional information as the Issuer may reasonably deem necessary to evaluate the eligibility
of Subscriber to acquire the Acquired Shares, and Subscriber shall provide such information as may be reasonably requested, to
the extent readily available and to the extent consistent with its internal policies and procedures; provided, that the
Issuer agrees to keep any such information provided by Subscriber confidential.


 


f. This
Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof.


 


g. Except
as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


h. If
any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue
in full force and effect.


 


i. This
Subscription Agreement may be executed in two (2) or more counterparts (including by electronic means), all of which shall be
considered one and the same agreement and shall become effective when signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart.


 


j. Each
party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.


 






    20


     


    

 


k. Any
notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or telecopied,
sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given and received (i) when so delivered personally, (ii) upon receipt of an appropriate electronic answerback
or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may
subsequently designate by notice given hereunder), (iii) when sent, with no mail undeliverable or other rejection notice, if sent
by email, or (iv) five (5) business days after the date of mailing to the address below or to such other address or addresses
as such person may hereafter designate by notice given hereunder:


 


(i) if
to Subscriber, to such address or addresses set forth on the signature page hereto;


 


(ii) if
to the Issuer, to: 


 


Spartan
Acquisition Corp. II

9 West 57th Street, 43rd Floor


New
York, NY 10019

Attention: Geoffrey Strong; Joseph Romeo

Email: gstrong@apollo.com; jromeo@apollo.com


 


with
a required copy to (which copy shall not constitute notice):


 


Vinson
& Elkins L.L.P.


1114
Avenue of the Americas


32nd
Floor


New
York, NY 10036


Attention:
James Fox; Ramey Layne


Email:
jfox@velaw.com; rlayne@velaw.com; and


 


Sunlight
Financial LLC


234
W. 39th Street, 7th Floor


New
York, NY 10018


Attention:
Nora Dahlman, General Counsel


Email:
nora.dahlman@sunlightfinancial.com


 


Hunton
Andrews Kurth LLP


600
Travis Street, Suite 4200


Houston,
TX 77002


Attention:
Mike O’Leary; Taylor Landry


Email:
MOleary@huntonak.com; TLandry@huntonak.com


 


l. This
Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance
or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of
New York, without giving effect to the principles of conflicts of law thereof.


 


THE
PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK, THE SUPREME COURT OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE
STATE OF NEW YORK SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND
THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE,
AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT
THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR
THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY
SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE
HEARD AND DETERMINED BY SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION
OVER THE PERSON OF SUCH PARTIES AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS
IN CONNECTION WITH SUCH ACTION, SUIT OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10(k) OR IN SUCH OTHER MANNER AS MAY
BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF.


 




    21


     


    

 


EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND
HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH
PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS
IN THIS SECTION 10(l).


 


m. The
Issuer shall, by 9:00 a.m., New York City time, on the first (1st) business day immediately following the date of this Subscription
Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing all material terms of the transactions contemplated hereby, the Transaction, and any other material,
nonpublic information that the Issuer has provided to Subscriber at any time prior to the filing of the Disclosure Document. From
and after the issuance of the Disclosure Document, to the Issuer’s knowledge, Subscriber shall not be in possession of any
material, nonpublic information received from the Issuer or any of its officers, directors or employees. Notwithstanding anything
in this Subscription Agreement to the contrary, the Issuer shall not publicly disclose the name of Subscriber or any of its affiliates,
or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory
agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities law
in connection with the Registration Statement, (ii) in a press release or marketing materials of the Issuer in connection with
the Transaction to the extent any such disclosure is substantially equivalent to the information that has previously been made
public without breach of the obligation under this Section 10(m), and (iii) to the extent such disclosure is required by
law, at the request of the Staff of the Commission or regulatory agency or under the regulations of the NYSE, in which case the
Issuer shall provide Subscriber with prior written notice of such disclosure permitted under this subclause (iii).


 






    22


     


    

 


n. This
Subscription Agreement may not be amended, modified, supplemented or waived (i) except by an instrument in writing, signed by
the party against whom enforcement of such amendment, modification, supplement or waiver is sought and (ii) without the prior
written consent of Sunlight (not to be unreasonably withheld, conditioned or delayed); provided, that any rights
(but not obligations) of a party under this Subscription Agreement may be waived, in whole or in part, by such party on its own
behalf without the prior consent of any other party.


 


o. The
parties agree that irreparable damage would occur if any provision of this Subscription Agreement were not performed in accordance
with the terms hereof, and accordingly, that the parties hereto shall be entitled to seek an injunction or injunctions to prevent
breaches of this Subscription Agreement or to enforce specifically the performance of the terms and provisions of this Subscription
Agreement in an appropriate court of competent jurisdiction as set forth in Section 10(l), in addition to any other remedy
to which any party is entitled at law or in equity.


 


p. Each
of the Issuer and Subscriber acknowledges and agrees that (i) this Subscription Agreement is being entered into in order to induce
Sunlight to execute and deliver the Combination Agreement and without the representations, warranties, covenants and agreements
of the Issuer and Subscriber hereunder, Sunlight would not enter into the Combination Agreement, (ii) each representation, warranty,
covenant and agreement of Subscriber hereunder is being made also for the benefit of Sunlight and (iii) Sunlight may directly
enforce (including by an action for specific performance, injunctive relief or other equitable relief) each of the covenants and
agreements of each of the Issuer and Subscriber under this Subscription Agreement, in each case, on the terms and subject to the
conditions of this Subscription Agreement.


 


[Signature
pages follow.]


 




    23


     


    

 


IN
WITNESS WHEREOF, each of the Issuer, Sunlight and Subscriber has executed or caused this Subscription Agreement to be executed
by its duly authorized representative as of the date first written above.


 





	 	SPARTAN ACQUISITION CORP. II
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	SUNLIGHT FINANCIAL LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Signature
Page to 


Subscription
Agreement


 




     


     


    

 


	SUBSCRIBER:	 
	 	 
	Signature
    of Subscriber:	 
	 	 
	 	 
	 	 
	By:	                      	 
	Name:	 	 
	Title:	 	 
	 	 
	 	 
	Name
    of Subscriber:	 
	 	 
	 	 
	(Please
    print.  Please indicate name and	 
	capacity
    of person signing above)	 
	 	 
	 	 
	Name
    in which securities are to be registered

    (if different):	 
	 	 
	Email
    Address:	 
	 	 
	Subscriber’s
    EIN: _______________	 
	 	 
	 	 
	Address:	 
	 	 
	 	 
	 	 
	 	 


 


	Attn:
    _______________________________	 
	Telephone
    No.: ________________________	 
	Facsimile
    No.: _________________________	 
	Aggregate
    Number of Acquired Shares subscribed for:	 
	_____________________	 
	Aggregate
    Purchase Price: $___________


 


You
must pay the Purchase Price by wire transfer of United States dollars in immediately available funds to the account specified
by the Issuer in the Closing Notice.


 


Signature
Page to 


Subscription
Agreement


 




     


     


    

 


SCHEDULE
A

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER


 


This
Schedule must be completed by Subscriber and forms a part of the Subscription Agreement to which it is attached. Capitalized terms
used and not otherwise defined in this Schedule have the meanings given to them in the Subscription Agreement. Subscriber must
check the applicable box in either Part A or Part B below and the applicable box in Part C below.


 


		A.	QUALIFIED
                                         INSTITUTIONAL BUYER STATUS

                                         (Please check the applicable subparagraphs):



 


		☐	Subscriber
                                         is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
                                         Act (a “QIB”)).



 


		☐	Subscriber
                                         is subscribing for the Acquired Shares as a fiduciary or agent for one or more investor
                                         accounts, and each owner of such accounts is a QIB.



 


***
OR ***


 


		B.	INSTITUTIONAL
                                         ACCREDITED INVESTOR STATUS

                                         (Please check the applicable subparagraphs):



 


Subscriber
is an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and has checked
below the box(es) for the applicable provision under which Subscriber qualifies as such:


 


		☐	Subscriber
                                         is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986,
                                         as amended, corporation, Massachusetts or similar business trust, limited liability company
                                         or partnership not formed for the specific purpose of acquiring the securities of the
                                         Issuer being offered in this offering, with total assets in excess of $5,000,000.



 


		☐	Subscriber
                                         is a “private business development company” as defined in Section 202(a)(22)
                                         of the Investment Advisers Act of 1940.



 


		☐	Subscriber
                                         is a “bank” as defined in Section 3(a)(2) of the Securities Act.



 


		☐	Subscriber
                                         is a “savings and loan association” or other institution as defined in Section
                                         3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.



 


		☐	Subscriber
                                         is a broker or dealer registered pursuant to Section 15 of the Exchange Act.



 


		☐	Subscriber
                                         is an “insurance company” as defined in Section 2(a)(13) of the Securities
                                         Act.



 




    Schedule A-1


     


    

 


		☐	Subscriber
                                         is an investment company registered under the Investment Company Act of 1940.



 


		☐	Subscriber
                                         is a “business development company” as defined in Section 2(a)(48) of the
                                         Investment Company Act of 1940.



 


		☐	Subscriber
                                         is a “Small Business Investment Company” licensed by the U.S. Small Business
                                         Administration under either Section 301(c) or (d) of the Small Business Investment Act
                                         of 1958.



 


		☐	Subscriber
                                         is a plan established and maintained by a state, its political subdivisions, or any agency
                                         or instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                         and such plan has total assets in excess of $5,000,000.



 


		☐	Subscriber
                                         is an employee benefit plan within the meaning of the Employee Retirement Income Security
                                         Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section
                                         3(21) of such act, which is one of the following.



 


		☐	A
bank;



 


		☐	A
savings and loan association;



 


		☐	A
insurance company; or



 


		☐	A
registered investment adviser.



 


		☐	Subscriber
                                         is an employee benefit plan within the meaning of the Employee Retirement Income Security
                                         Act of 1974 with total assets in excess of $5,000,000.



 


		☐	Subscriber
                                         is an employee benefit plan within the meaning of the Employee Retirement Income Security
                                         Act of 1974 that is a self-directed plan with investment decisions made solely by persons
                                         that are accredited investors.



 


		☐	Subscriber
                                         is a trust with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the securities offered by the Issuer in this offering, whose purchase is
                                         directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities
                                         Act.



 


		☐	Subscriber
                                         is a natural person whose individual net worth, or joint net worth with that person’s
                                         spouse or spousal equivalent, exceeds $1,000,000. For the purposes of calculating joint
                                         net worth, joint net worth can be the aggregate net worth of the investor and spouse
                                         or spousal equivalent; assets need not be held jointly to be included in the calculation.



 




    Schedule A-2


     


    

 


		☐	Subscriber
                                         is a natural person who had an individual income in excess of $200,000 in each of the
                                         two most recent years or joint income with that person’s spouse or spousal equivalent
                                         in excess of $300,000 in each of those years and has a reasonable expectation of reaching
                                         the same income level in the current year.



 


		☐	Subscriber
                                         is a natural person holding in good standing one or more professional certifications
                                         or designations or credentials from an accredited educational institution that the Commission
                                         has designated as qualifying an individual for accredited investor status.



 


		☐	Subscriber
                                         is a natural person who is a “knowledgeable employee,” as defined in rule
                                         3c5(a)(4) under the Investment Company Act of 1940, of the Issuer of the securities being
                                         offered or sold where the Issuer would be an investment company, as defined in section
                                         3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7)
                                         of such act.



 


		☐	Subscriber
                                         is a “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment
                                         Advisers Act of 1940 that was not formed for the specific purpose of acquiring the securities
                                         of the Issuer being offered in this offering, with total assets in excess of $5,000,000
                                         and whose prospective investment is directed by a person who has such knowledge and experience
                                         in financial and business matters that such family office is capable of evaluating the
                                         merits and risks of the prospective investment.



 


		☐	Subscriber
                                         is an entity, including but not limited to Indian tribes, governmental bodies, funds,
                                         and entities organized under the laws of foreign countries, that own “Investments,”
                                         in excess of $5,000,000 and was not formed for the specific purpose of acquiring the
                                         securities offered and is not of the type listed in one of the above checkboxes in this
                                         section. For the purposes of this response, “Investments” has the meaning
                                         in Rule 2a-51 under the Investment Company Act of 1940, as amended.



 


		 ☐	Subscriber
                                         is not a natural person.



 


***
AND ***


 


		C.	AFFILIATE
                                         STATUS

                                         (Please check the applicable box)

                                         

                                         SUBSCRIBER:



 


		☐	is:



 


		☐	is
                                         not:

                                         

                                         an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer
                                         or acting on behalf of an affiliate of the Issuer.



 




    Schedule A-3


     


    

 


SCHEDULE
B

SCHEDULE OF TRANSFERS


 


Subscriber’s
Subscription was in the amount of [●] Class A Shares. The following transfers of a portion of the Subscription have
been made:


 


	Date of Transfer or

    Reduction	 	Transferee	 	Number of Transferee

    Acquired Shares Transferred

    or Reduced	 	Subscriber Revised

    Subscription Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


Schedule
B as of ______________, 20__, accepted and agreed to as of this ____ day of ____________, 20__ by:


 


	SPARTAN ACQUISITION CORP. II	 
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


	Signature of Subscriber:	 
	 	 	 
	[SUBSCRIBER]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


Schedule
B-1