Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of [     ], 2020, is made and entered into by and among
Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), Spartan Acquisition Sponsor II
LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder
on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party
to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively
the “Holders”).


 


RECITALS


 


WHEREAS, the Sponsor, John M. Stice
and Jan C. Wilson own an aggregate of [     ] shares of the Company’s Class B common stock, par
value $0.0001 per share (the “Founder Shares”);


 


WHEREAS, the Founder Shares will
automatically convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), at the time of the Company’s initial Business Combination (as defined below) on a one-for-one basis,
subject to adjustment, on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, on [     ],
2020, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the
Sponsor agreed to purchase [     ] warrants (or [     ] warrants if the over-allotment
option in connection with the Company’s initial public offering is exercised in full) (the “Private Placement
Warrants”) in a private placement transaction occurring simultaneously with the closing of the Company’s initial
public offering; and


 


WHEREAS, the Company and the Holders
desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect
to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE, in consideration
of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


1.1. Definitions. The terms defined
in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief
Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,
and (iii) the Company has a bona fide business purpose for not making such information public.


 


“Agreement” shall
have the meaning given in the Preamble.


 


“Board” shall
mean the Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 




     


     


    

 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company” shall
have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1 of this Agreement.


 


“Demanding Holder”
shall mean, (i) for purposes of a Demand Registration, any Holder or group of Holders, that together holds Registrable Securities
having an aggregate value of at least $25 million, at the time of the written demand, and (ii) for purposes of an Underwritten
Demand, any Holder or group of Holders, that together elects to dispose of Registrable Securities having an aggregate value of
at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to an Underwritten Offering.


 


“Effectiveness Period”
shall have the meaning given in subsection 3.1.1 of this Agreement.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-3” shall
mean Form S-3 or any similar short-form registration statement that may be available at such time.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto.


 


“Holder Indemnified Persons”
shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holders” shall
have the meaning given in the Preamble.


 


“Maximum Number of Securities”
shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration
Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances
under which they were made not misleading.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1 of this Agreement.


 


“Private Placement Warrants”
shall have the meaning given in the Recitals hereto.


 


“Pro Rata” shall
have the meaning given in subsection 2.1.4 of this Agreement.


 


“Prospectus” shall
mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the Private
Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement Warrants),
(c) any equity securities (including the shares of Common Stock issued or issuable upon the exercise of any such equity security)
of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder,
(d) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock issued or issuable
upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement and (e) any
other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided,
however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities may
be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter
by the Commission) (but with no volume or other restrictions or limitations).


 




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“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the
requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration
statement having been declared effective by, or become effective pursuant to rules promulgated by, the Commission.


 


“Registration Expenses”
shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration and filing fees (including
fees with respect to filings required to be made with the Financial Industry Regulatory Authority and any securities exchange on
which the Common Stock is then listed);


 


(B) fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue
sky qualifications of Registrable Securities);


 


(C) printing, messenger, telephone and delivery
expenses;


 


(D) reasonable fees and disbursements of
counsel for the Company;


 


(E) reasonable fees and disbursements of
all independent registered public accountants of the Company incurred specifically in connection with such Registration; and


 


(F) reasonable fees and expenses of one
(1) legal counsel selected by the Demanding Holders initiating a Demand Registration or Underwritten Demand to be registered
for offer and sale in the applicable Registration or Underwritten Offering.


 


“Registration Statement”
shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant to the provisions
of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Sponsor” shall
have the meaning given in the Preamble.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part
of such dealer’s market-making activities.


 


“Underwritten Demand”
shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Underwritten Offering”
shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution
to the public.


 




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ARTICLE II

REGISTRATIONS


 


2.1. Demand Registration.


 


2.1.1 Request for Registration. Subject
to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, at any time and from time to time
on or after the date the Company consummates the Business Combination, any Demanding Holder may make a written demand for Registration
of all of the then-outstanding Registrable Securities and the Company shall file with the Commission, as soon as reasonably practicable,
but in no event later than sixty (60) days following the receipt of such written demand, a Registration Statement covering such
Registrable Securities (a “Demand Registration”). Such written demand will specify the intended methods
of distribution. The Company shall use its reasonable best efforts to cause such Registration Statement to be declared effective
by, or become effective pursuant to rules promulgated by, the Commission as soon as reasonably practicable after the initial filing
of the Registration Statement in accordance with Section 3.1 of this Agreement.


 


2.1.2 Effective Registration. Notwithstanding
the provisions of subsection 2.1.1 of this Agreement or any other part of this Agreement, a Registration pursuant to
a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission
with respect to a Registration pursuant to a Demand Registration has been declared effective by, or become effective pursuant to
rules promulgated by, the Commission and (ii) the Company has complied with all of its obligations under this Agreement with
respect thereto. The Company shall not be obligated or required to file another Registration Statement until the Registration Statement
that has been previously filed with respect to a Registration pursuant to a Demand Registration is subsequently terminated. Subject
to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration
form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable
Securities in accordance with the intended method or methods of disposition specified in the Demand Registration. If at any time
a Registration Statement on Form S-3 filed with the Commission pursuant to Section 2.1.1 of this Agreement is effective
and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities
included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in
order to enable such offering to take place in accordance with the terms of this Agreement.


 


2.1.3 Underwritten Offering. Subject
to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding Holder may make
a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance with
Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10)
days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each
Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering
pursuant to an Underwritten Demand (each such Holder that includes all or a portion of such Holder’s Registrable Securities
in such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within
two (2) days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder
of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such
Requesting Holder(s) shall be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an
Underwritten Demand. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under
this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Demanding Holders initiating the Underwritten Offering. Notwithstanding the foregoing, the
Company is not obligated to effect more than an aggregate of three (3) Underwritten Offerings pursuant to this subsection 2.1.3
and is not obligated to effect an Underwritten Offering pursuant to this subsection 2.1.3 within ninety (90) days after
the closing of an Underwritten Offering.


 




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2.1.4 Reduction of Underwritten Offering.
If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to a Underwritten Demand, in good faith, advises
or advise the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding Common Stock or other
equity securities of the Company that the Company is obligated to include pursuant to separate written contractual arrangements
with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity securities
of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number of equity
securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price,
the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number
of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include
in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting
Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder
(if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding
Holders and Requesting Holders have requested be included in such Underwritten Offering (such proportion is referred to herein
as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), Common Stock or other
equity securities of the Company that the Company desires to sell and that can be sold without exceeding the Maximum Number of
Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), Common Stock or other equity securities of the Company held by other persons or entities that the
Company is obligated to include pursuant to separate written contractual arrangements with such persons or entities and that can
be sold without exceeding the Maximum Number of Securities.


 


2.1.5 Demand Registration Withdrawal.
The Demanding Holders initiating a Demand Registration pursuant to a Registration under subsection 2.1.1 of this Agreement
shall have the right to withdraw from such Registration pursuant to such Demand Registration for any or no reason whatsoever upon
written notification to the Company of their intention to withdraw from such Registration prior to the effectiveness of the Registration
Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration.
Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred
in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 


2.2. Piggyback Registration.


 


2.2.1 Piggyback Rights. If, at any
time on or after the date the Company consummates a Business Combination, the Company proposes to (i) file a Registration Statement
under the Securities Act with respect to an offering of equity securities of the Company, or securities or other obligations exercisable
or exchangeable for, or convertible into equity securities of the Company, for its own account or for the account of stockholders
of the Company, other than a Registration Statement (A) filed in connection with any employee stock option or other benefit
plan, (B) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (C) for
an offering of debt that is convertible into equity securities of the Company or (D) for a dividend reinvestment plan, or
(ii) consummate an Underwritten Offering for its own account or for the account of stockholders of the Company, then the Company
shall give written notice of such proposed action to all of the Holders of Registrable Securities as soon as practicable (but in
the case of filing a Registration Statement, not less than ten (10) days before the anticipated filing date of such Registration
Statement), which notice shall (x) describe the amount and type of securities to be included, the intended method(s) of distribution
and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing
within (a) five (5) days in the case of filing a Registration Statement and (b) two (2) days in the case of an Underwritten
Offering (unless such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of
such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith,
cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing
Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant
to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar
securities of the Company included in such Piggyback Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to include Registrable
Securities in an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary
form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 




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2.2.2 Reduction of Piggyback Registration.
If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith,
advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar
amount or number of shares of the equity securities of the Company that the Company desires to sell, taken together with (i) the
shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been demanded pursuant
to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder,
(ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to Section 2.2
of this Agreement and (iii) the shares of equity securities of the Company, if any, as to which Registration or Underwritten
Offering has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the
Company, exceeds the Maximum Number of Securities, then:


 


(a) If the Registration or Underwritten
Offering is undertaken for the Company’s account, the Company shall include in any such Registration or Underwritten Offering
(A) first, the Common Stock or other equity securities of the Company that the Company desires to sell, which can be sold
without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding
the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), Common Stock or other equity securities of the Company, if any,
as to which Registration or Underwritten Offering has been requested pursuant to written contractual piggyback registration rights
of other stockholders of the Company, which can be sold without exceeding the Maximum Number of Securities; or


 


(b) If the Registration or Underwritten
Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities of the Company,
if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum
Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), Common Stock or other equity securities of the Company that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), Common
Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to register
pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum
Number of Securities.


 


2.2.3 Piggyback Registration Withdrawal.
Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever
upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding
anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection
with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4 Unlimited Piggyback Registration
Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant to Section 2.2 of
this Agreement shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section 2.1
of this Agreement.


 


2.3 Restrictions on Registration Rights.
If (A) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand and the Company and the Holders
are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (B) the Holders have requested a Demand
Registration or an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Registration
or Underwritten Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential
to defer the filing of such Registration Statement or the undertaking of such Underwritten Offering at such time, then in each
case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith
judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed or to undertake
such Underwritten Offering in the near future and that it is therefore essential to defer the filing of such Registration Statement
or undertaking of such Underwritten Offering. In such event, the Company shall have the right to defer such filing or offering
for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner
more than once in any twelve (12)-month period.


 




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ARTICLE III

COMPANY PROCEDURES


 


3.1. General Procedures. If at any
time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of
Registrable Securities pursuant to this Agreement, the Company shall use its best efforts to effect such Registration to permit
the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1 prepare and file with the Commission
as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts
to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such
Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);


 


3.1.2 prepare and file with the Commission
such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be
reasonably requested by the Demanding Holders or any Underwriter or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer
outstanding;


 


3.1.3 prior to filing a Registration Statement
or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable
Securities included in such Registration or Underwritten Offering, and such Holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the Prospectus (including each preliminary Prospectus) and such other
documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for
any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;
provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 


3.1.4 prior to any public offering of Registrable
Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action
necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required
to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where
it is not then otherwise so subject;


 


3.1.5 cause all such Registrable Securities
to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then
listed;


 


3.1.6 provide a transfer agent or warrant
agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;


 




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3.1.7 advise each seller of such Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose
and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop
order should be issued;


 


3.1.8 during the Effectiveness Period, furnish
a conformed copy of each filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus,
promptly after such filing of such documents with the Commission to each seller of such Registrable Securities or its counsel;
provided, that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 


3.1.9 notify the Holders at any time when
a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of
any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


3.1.10 permit a representative of the Holders,
the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s
own expense, in the preparation of the Registration Statement or the Prospectus, and cause the Company’s officers, directors
and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in
connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality
agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;


 


3.1.11 obtain a comfort letter from the Company’s
independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters
of the type customarily covered by comfort letters as the managing Underwriter may reasonably request, and reasonably satisfactory
to a majority-in-interest of the participating Holders;


 


3.1.12 on the date the Registrable Securities
are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for
the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering
such legal matters with respect to the Registration in respect of which such opinion is being given as the placement agent, sales
agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and
reasonably satisfactory to such placement agent, sales agent or Underwriter;


 


3.1.13 in the event of any Underwritten Offering,
enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter
of such offering;


 


3.1.14 make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the
first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies
the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter
by the Commission);


 


3.1.15 use its reasonable efforts to make
available senior executives of the Company to participate in customary “road show” presentations that may be reasonably
requested by the Underwriter in any Underwritten Offering; and


 


3.1.16 otherwise, in good faith, cooperate
reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.


 




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3.2. Registration Expenses. The Registration
Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall
bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and
discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3. Requirements for Participation in
Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant
to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may
be reasonably required under the terms of such underwriting arrangements.


 


3.4 Suspension of Sales; Adverse Disclosure.
Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the
Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented
or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such
supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by
the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration
Statement in respect of any Registration or Underwritten Offering at any time would require the Company to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons
beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the
filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event
more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company
exercises its rights under the preceding sentences in this Section 3.4, the Holders agree to suspend, immediately upon their
receipt of the notices referred to in this Section 3.4, their use of the Prospectus relating to any Registration in connection
with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any
period during which it exercised its rights under this Section 3.4.


 


3.5 Reporting Obligations. As long
as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange
Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell shares of Registrable Securities held by such Holder without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor
rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company
shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1. Indemnification.


 


4.1.1 The Company agrees to indemnify, to
the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such
Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”) against
all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable
attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1) resulting
from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,
except insofar as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of
such Holder Indemnified Person specifically for use therein.


 




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4.1.2 In connection with any Registration
Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus
and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors and officers and agents
and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities
and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out of the
enforcement of each such persons’ rights under this Section 4.1) resulting from any untrue or alleged untrue statement
of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the same are
made in reliance on and in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf
of such Holder specifically for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount
than the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving
rise to such indemnification obligation.


 


4.1.3 Any person entitled to indemnification
herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder
to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim
or there may be reasonable defenses available to the indemnified party that are different from or additional to those available
to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory
to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement
made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of
more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified
parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry
of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is
so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation.


 


4.1.4 The indemnification provided for under
this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.


 


4.1.5 If the indemnification provided under
Section 4.1 of this Agreement is held by a court of competent jurisdiction to be unavailable to an indemnified party
in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by such indemnifying party or such indemnified party and the indemnifying party’s and
indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action;
provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount
of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party
as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth
in subsections 4.1.1, 4.1.2 and 4.1.3 of this Agreement, any legal or other fees, charges or expenses
reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not
be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by
any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 




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ARTICLE V

MISCELLANEOUS


 


5.1 Notices. Any notice or communication
under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified,
postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing
evidence of delivery or (iii) transmission by hand delivery, telecopy, telegram, facsimile or email. Each notice or communication
that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received,
in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed, in the case of notices
delivered by courier service, hand delivery, telecopy or telegram, at such time as it is delivered to the addressee (with the delivery
receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation, and in the case
of notices delivered by facsimile or email, at such time as it is successfully transmitted to the addressee. Any notice or communication
under this Agreement must be addressed, if to the Company or the Sponsor, to: 9 West 57th Street, 43rd Floor, New York, NY 10019,
or by email at: gstrong@apollo.com, and, if to any Holder, to the address of such Holder as it appears in the applicable register
for the Registrable Securities or such other address as may be designated in writing by such Holder (including on the signature
pages hereto). Any party may change its address for notice at any time and from time to time by written notice to the other parties
hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2 Assignment; No Third Party Beneficiaries.


 


5.2.1 This Agreement and the rights, duties
and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.


 


5.2.2 This Agreement and the provisions hereof
shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3 This Agreement shall not confer any
rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section
5.2 of this Agreement.


 


5.2.4 No assignment by any party hereto of
such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the
Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this Agreement
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3 Counterparts. This Agreement
may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4 Governing Law; Venue. NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED
INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.


 




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5.5 Amendments and Modifications.
Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the
time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity)
shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party
hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement
shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or
remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder
or thereunder by such party.


 


5.6 Other Registration Rights. The
Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company
to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the
Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions
and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7 Term. This Agreement shall terminate
upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement and (ii) with respect to any Holder, the
date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article IV shall survive any termination.


 


[SIGNATURE PAGES FOLLOW]


 




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IN WITNESS WHEREOF, the undersigned
have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	SPARTAN ACQUISITION CORP. II,
	 	a Delaware corporation


 


	 	By:	                     
	 	 	Name: 	Geoffrey Strong
	 	 	Title:	Chief Executive Officer


 


	 	HOLDERS:
	 	 
	 	SPARTAN ACQUISITION SPONSOR II LLC,
	 	a Delaware limited liability company


 


	 	By:	                     
	 	 	Name: 	Geoffrey Strong
	 	 	Title:	Chief Executive Officer


 


	 	 
	 	John M. Stice
	 	 
	 	 
	 	Jan C. Wilson


 


[Signature Page to Registration Rights
Agreement]