Exhibit 10.2


Execution Version


 


AMENDMENT NO. 1 TO

LETTER AGREEMENT


 


This Amendment No.
1 (this “Amendment”), dated as of January 23, 2021 and effective as of the Effective Date (as defined
below), to the Letter Agreement (as defined below) is entered into by and among Spartan Acquisition Corp. II, a Delaware corporation
(“Spartan”), Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”)
and each of the undersigned individuals, each of whom is a member of Spartan’s board of directors and/or management team
(the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed
to them in the Letter Agreement.


 


WHEREAS, Spartan,
Sponsor and each of the Insiders are parties to that certain Letter Agreement, dated as of November 24, 2020 (the “Letter
Agreement”);


 


WHEREAS, Spartan,
Sunlight Financial LLC, a Delaware limited liability company, SL Invest I Inc., a Delaware corporation, SL Invest II LLC, a Delaware
limited liability company, SL Financial Investor I LLC, a Delaware limited liability company, SL Financial Investor II LLC, a Delaware
limited liability company, SL Financial Holdings Inc., a Delaware corporation, SL Financial LLC, a Delaware limited liability company,
FTV-Sunlight, Inc., a Delaware corporation, and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company,
have entered into a business combination agreement dated as of the date hereof (the “Business Combination Agreement”);


 


WHEREAS, the
parties hereto desire to amend the Letter Agreement as set forth herein, such amendment to be effective upon the consummation of
the transactions contemplated by the Business Combination Agreement (the “Effective Date”); and


 


WHEREAS, Section
12 of the Letter Agreement provides that the Letter Agreement may be amended by a written instrument executed by all parties thereto.


 


NOW, THEREFORE,
for good and valuable consideration, the undersigned each agree as follows:


 


1. Amendment.
Effective as of the Effective Date, sub-paragraph (a) of paragraph 7 of the Letter Agreement is hereby amended and restated in
its entirety as follows:


 


“(a) Subject to
the exceptions set forth herein, the Sponsor and each Insider agreesthat:


 


(A) eighty
percent (80%) of the Founder Shares held by it, him or her as of the consummation of a Business Combination (including, for the
avoidance of doubt, any shares of Class A Common Stock issued in respect of the conversion of such Founder Shares upon the consummation
of a Business Combination) shall be restricted from Transfer under this Agreement until the date that is one (1) year after the
date of the consummation of the Business Combination or earlier if, subsequent to the Business Combination, (i) the last sale price
of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the
consummation of a Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities or other property; and


 






     


     


    

 


(B) the
remaining twenty percent (20%) of the Founder Shares held by it, him or her as of the consummation of a Business Combination (including,
for the avoidance of doubt, any shares of Class A Common Stock issued in respect of the conversion of such Founder Shares upon
the consummation of a Business Combination) shall be restricted from Transfer under this Agreement until the date that is six (6)
months after the date of the consummation of the Business Combination or earlier if, subsequent to the Business Combination, (i)
the last sale price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period ending at least 90 days
after the consummation of a Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange
or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares
of Common Stock for cash, securities or other property (together with subsection (A), the “Lock-up”).”


 


2. Termination.
This Amendment shall automatically terminate and become void and of no force and effect upon the valid termination of the Business
Combination Agreement in accordance with its terms prior to the OpCo Merger Effective Time (as defined in the Business Combination
Agreement).


 


3. Miscellaneous.
Except as expressly amended hereby, the Letter Agreement shall remain unchanged, and the Letter Agreement, as so amended, shall
continue in full force and effect in accordance with its terms. This Amendment shall be governed by and construed and enforced
in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. This Amendment may be executed in any number of original or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


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IN WITNESS WHEREOF,
the undersigned have executed this Amendment as of the date first above written.


 


	 	SPARTAN ACQUISITION SPONSOR II LLC
	 	 	 
	 	/s/ Geoffrey Strong
	 	Name: 	Geoffrey Strong
	 	Title:	Chief Executive Officer


 


Signature
Page to Amendment No. 1 to 


letter
Agreement


 






     


     


    

 





	 	/s/ Geoffrey Strong
	 	Geoffrey Strong
	 	 
	 	/s/ James Crossen
	 	James Crossen
	 	 
	 	/s/ Wilson Handler
	 	Wilson Handler
	 	 
	 	/s/ Christine Hommes
	 	Christine Hommes
	 	 
	 	/s/ Jan Wilson
	 	Jan Wilson
	 	 
	 	/s/ John M. Stice
	 	John M. Stice
	 	 
	 	/s/ Olivia Wassenaar
	 	Olivia Wassenaar
	 	 
	 	/s/ Joseph Romeo
	 	Joseph Romeo


 


Signature
Page to Amendment No. 1 to 


letter
Agreement


 









     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	SPARTAN ACQUISITION CORP. II	 
	 	 	 
	/s/ Geoffrey Strong	 
	Name: 	Geoffrey Strong	 
	Title:	Chief Executive Officer	 


 


Signature
Page to Amendment No. 1 to 


letter
Agreement