Exhibit 10.16


 


Execution Version


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement
(this “Agreement”), dated as of January 23, 2021, is entered into by and among Spartan Acquisition Corp. II,
a Delaware corporation (“Acquiror”), FTV V, L.P., a Delaware limited partnership (“FTV Blocker Holder”),
FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker” and together with FTV Blocker Holder, “FTV”),
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, Sunlight Financial LLC, a Delaware limited
liability company (the “Company”), and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability
company. Reference is made to that certain Business Combination Agreement (the “BCA”), dated as of the date
hereof, by and among all the parties to this Agreement other than FTV Blocker Holder. Capitalized terms used but not defined in
this Agreement shall have the meanings ascribed to them in the BCA. In the event that the BCA is terminated, this Side Letter shall
be void ab initio.


 


WHEREAS, prior to the
consummation of the transactions described in the BCA, the Parties desire for FTV Blocker Holder to agree to provide certain pre-closing
tax indemnities as further described herein.


 


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


 


1. 
From and after the Closing through the date that is thirty (30) days following the later of (i) the termination of
the applicable statute of limitations period and (ii) the completion of any tax proceeding with respect to the Relevant Matter
for which the Company receives notice of prior to the expiration of the applicable statute of limitations period, FTV Blocker Holder
shall promptly indemnify, reimburse and defend in full and hold harmless Acquiror, the Blockers, their respective Affiliates, successors,
and their respective officers, directors, employees and agents (collectively, the “Acquiror Indemnified Parties”)
from and against any and all income Taxes (net of any insurance proceeds recovered by the Acquiror Indemnified Parties in respect
thereof) imposed on or with respect to FTV Blocker (or for which FTV Blocker may otherwise be liable) for any Pre-Closing Tax Period
(including the portion of any Straddle Period ending on and including the Closing Date) (the foregoing indemnification obligations,
the “Relevant Matter”); provided that the Acquiror Indemnified Parties’ sole source of recovery
for the Relevant Matter shall be to offset such obligations against any amounts otherwise due to be paid to FTV Blocker Holder
(or any transferee of FTV Blocker Holder’s interest in (x) the Tax Receivable Agreement or (y) any proceeds thereof) pursuant
to the Tax Receivable Agreement. For U.S. federal and applicable state and local income tax purposes, the parties agree to treat
(and shall cause each of their respective Affiliates to treat) any indemnity payment under this Agreement as an adjustment to the
FTV Blocker Consideration. The Acquired Indemnified Parties shall notify FTV Blocker Holder within 10 business days of receiving
any notice from any taxing authority of any audit or proceeding with respect to any Relevant Matter. FTV Blocker Holder shall be
entitled to participate in any such audit, and the Acquired Indemnified Parties shall not settle compromise or settle any such
audit without the written consent of FTV Blocker Holder, not to be unreasonably withheld. 


 




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2. 
General Provisions.


 


(a) 
Section 1 shall constitute the sole and exclusive remedy (other than specific performance to enforce any payment
or performance due hereunder) of the Acquiror Indemnified Parties with respect to the Relevant Matter, to the exclusion of other
equitable remedies that involve monetary payment, such as restitution or disgorgement. In furtherance of the foregoing, except
as set forth in Section 1 and this Section 2, Acquirer, on behalf of itself and the Aqcuirer Indemnified Parties,
waives to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action each such party or
its Affiliates may have against FTV or its Affiliates hereunder, under the BCA or under applicable Law with respect to the Relevant
Matter.


 


(b) 
This Agreement will be binding upon, and will inure to the benefit of, the parties and their respective successors, permitted
assigns and legal representatives. This Agreement and the rights hereunder are not assignable by any party hereunder unless such
assignment is consented to in writing by each other party and any assignment in contravention to this provision shall be null and
void; provided, that, notwithstanding the foregoing, Acquiror may assign this Agreement without the prior consent of any other
party to an acquiror of all or substantially all of the assets or equity of Acquiror or in connection with a change of control
of Acquiror.


 


(c) 
This Agreement, together with the BCA and other Transaction Documents, constitutes the entire agreement of the parties with
respect to the subject matter hereof and thereof and supersede all prior agreements, expressions of interest and undertakings,
both written and oral, among the parties or between any of them, with respect to the subject matter hereof and thereof.


 


(d) 
The provisions set forth in Sections 9.04 (Amendment), 9.05 (Waiver), 10.04 (Severability), 10.08 (Governing Law), 10.09
(Waiver of Jury Trial), 10.13 (Counterparts), and 10.16 (Specific Performance) of the BCA, as in effect as of the date hereof,
are hereby incorporated by reference into, and shall be deemed to apply to, this Letter Agreement, mutatis mutandis.


 


[Signature Pages
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IN WITNESS WHEREOF,
the undersigned have executed this Agreement as of the date first above written.


 


	 	SPARTAN ACQUISITION CORP. II 
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 
	 	SL INVEST I INC.
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 
	 	SL INVEST II LLC
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 
	 	SL FINANCIAL INVESTOR I LLC
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 
	 	SL FINANCIAL INVESTOR II LLC
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 
	 	SL FINANCIAL HOLDINGS INC.
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 
	 	SL FINANCIAL LLC
	 	 
	 	/s/ Geoffrey Strong
	 	Name:  Geoffrey Strong
	 	Title:    Chief Executive Officer
	 	 


Signature
Page To 
Indemnity
Agreement


 


    	 



    

    

	 	 
	 	SUNLIGHT FINANCIAL LLC
	 	 
	 	/s/ Matt Potere
	 	Name:  Matt Potere
	 	Title:    Chief Executive Officer 
	 	 
	 	FTV V, L.P. 
	 	By: FTV Management V, L.L.C.
	 	Its: General Partner
	 	 
	 	/s/ Brad Bernstein
	 	Name: Brad Bernstein
	 	Title:   Managing Partner
	 	 
	 	FTV-Sunlight, Inc.
	 	 
	 	/s/ David Haynes
	 	Name:  David Haynes
	 	Title:    Managing Member
	 	 


	 	TIGER CO-INVEST B SUNLIGHT
 BLOCKER LLC
	 	 	 
	 	By: 	Tiger Infrastructure Partners Co-Invest B LP, its sole member
	 	By: 	Tiger Infrastructure Associates GP Co-Invest B LP, its general partner
	 	By:	 Emil Henry VI LLC,
 its general partner
	 	By:	 Henry Tiger Holdings III LLC,
 its sole member
	 	By:	Emil Henry LLC, its managing member
	 	 	 
	 	By:	/s/ Emil W. Henry, Jr.
	 	 	Name: Emil W. Henry, Jr.
	 	 	Title: Managing Member
	 	 	 


Signature
Page To 
Indemnity
Agreement