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SPARK ENERGY, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 4, 2014

Item 1.01 Entry into a Material Definitive Agreement.

On August 1, 2014, Spark Energy, Inc., a Delaware corporation (the "Company"), completed its initial public offering (the "Offering") of 3,000,000 shares of its Class A common stock, par value $0.01 per share ("Class A Common Stock"), at a price to the public of $18.00 per share ($16.74 per share net of underwriting discounts and commissions and structuring fees) pursuant to the Company's Registration Statement on Form S-1 (File No. 333-196375) (as amended, the "Registration Statement"). The material terms of the Offering are described in the prospectus, dated July 28, 2014 (the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "SEC") on July 30, 2014.

Transaction Agreement II

On July 30, 2014, in connection with the Offering, the Company entered into the Transaction Agreement II (the "Transaction Agreement"), by and among the Company, Spark HoldCo, LLC, a Delaware limited liability company ("Spark HoldCo"), NuDevco Retail, LLC, a Texas limited liability company ("NuDevco Retail"), NuDevco Retail Holdings, LLC, a Texas limited liability company ("NuDevco Retail Holdings"), Spark Energy Ventures, LLC, a Texas limited liability company ("SEV"), NuDevco Partners Holdings, LLC, a Texas limited liability company ("NuDevco Partners") and Associated Energy Services, LP, a Texas limited partnership ("AES"), providing for, among other things: (a) the adoption and filing of the Amended and Restated Certificate of Incorporation of the Company (the "Amended and Restated Certificate") and the cancellation of the Company's previously issued and outstanding capital; (b) the issuance by the Company of 10,750,000 shares of Class B common stock, par value $0.01 per share (the "Class B Common Stock") to Spark HoldCo; (c) the distribution by Spark HoldCo of 10,612,500 shares of Class B Common Stock to NuDevco Retail Holdings and 137,500 shares of Class B Common Stock to NuDevco Retail; (d) the execution and delivery of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo (the "Spark HoldCo LLC Agreement"); (e) the purchase by the Company of 2,977,222 units in Spark HoldCo (the "Spark HoldCo Units") from NuDevco Retail Holdings and the repayment of a $50,000 note payable using proceeds from the Offering; (f) the entrance into the Credit Agreement by and among the Company, as parent, Spark HoldCo, Spark Energy, LLC, a Texas limited liability company ("SE") and Spark Energy Gas, LLC, a Texas limited liability company ("SEG"), as co-borrowers, SG Americas Securities, LLC, as sole lead arranger and sole bookrunner, Natixis, New York Branch, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch, and RB International Finance (USA) LLC, as co-documentation agents and Compass Bank, as senior managing agent (the "New Credit Facility"); (g) the repayment of indebtedness by AES and the forgiveness of certain short term borrowings by AES; and (h) the distribution by SEV to NuDevco Partners of all of its interest in NuDevco Retail Holdings.

The foregoing description is qualified in its entirety by reference to the full text of the Transaction Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Amended and Restated Credit Facility

On August 1, 2014, in connection with the closing of the Offering, the Company entered into the New Credit Facility. The New Credit Facility has a borrowing capacity of $70.0 million and a maturity of two years from the closing of the Offering. If no event of default has occurred, the co-borrowers have the right, subject to approval by the administrative agent and certain lenders, to increase the borrowing capacity under the New Credit Facility to up to $120.0 million. The borrowing base is calculated primarily based on 80-90% of the value of eligible accounts receivable and unbilled product sales (depending on the credit quality of the counterparties) and inventory and other working capital assets. The co-borrowers under the New Credit Facility must prepay any amounts . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The description of the Transaction Agreement provided above under Item 1.01 is incorporated in this Item 2.01 by reference. A copy of the Transaction Agreement is attached as Exhibit 4.1 and is incorporated in this Item 2.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangements of a Registrant.

The description of the New Credit Facility provided above under Item 1.01 is incorporated in this Item 2.03 by reference. A copy of the New Credit Facility is attached as Exhibit 10.1 and is incorporated in this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On August 1, 2014, in connection with the closing of the Offering, the Company issued 10,750,000 shares of its Class B Common Stock in connection with the consummation of the transactions contemplated by the Transaction Agreement. The foregoing transaction was undertaken in reliance upon the exemption from the registration requirements of the Securities Act by Section 4(a)(2) thereof.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers. Election of Directors



In connection with the offering, James G. Jones II, John Eads and Kenneth M. Hartwick were elected to the board of directors of the Company (the "Board"), effective as of July 29, 2014. There are no arrangements or understandings between Messrs. Jones, Eads or Hartwick and any other person pursuant to which they were elected as directors.

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There are no relationships between Messrs. Jones, Eads or Hartwick and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K. As described above, the Company entered into indemnification agreements with each of its directors, including Messrs. Jones, Eads and Hartwick. The indemnification agreements of Messrs. Jones, Eads and Hartwick are attached hereto as Exhibits 10.10 through 10.12 and are incorporated in this Item 5.02 by reference.

Long-Term Incentive Plan

The Company's Board previously adopted and established the Spark Energy, Inc. Long-Term Incentive Plan (the "LTIP") for the employees, consultants and the directors of the Company and its affiliates who perform services for the Company. The LTIP allows for the provision of grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) restricted stock awards; (iv) restricted stock units; (v) bonus stock; (vi) performance awards; and (vii) annual incentive awards. The compensation committee of the Board administers the LTIP. The maximum aggregate number of shares of common stock that may be issued pursuant to any and all awards under the LTIP shall not exceed 1,375,000 shares, subject to adjustment due to recapitalization or reorganization, or related to forfeitures or the expiration of awards, as provided under the LTIP. The administrator of the LTIP, at its discretion, may terminate the LTIP at any time with respect to the shares for which a grant has not previously been made. The LTIP automatically terminates on the tenth anniversary of the date it was initially adopted by the Company.

The foregoing description of the LTIP is qualified in its entirety by reference to the full text of the LTIP, which is incorporated by reference as Exhibit 10.13 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal

Year.

Amended and Restated Certificate of Incorporation of Spark Energy, Inc.

On August 1, 2014, in connection with the closing of the Offering, the Company amended and restated its certificate of incorporation. The Amended and Restated Certificate was filed with the Secretary of State of the State of Delaware on August 1, 2014. A description of the Amended and Restated Certificate is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Amended and Restated Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Amended and Restated Bylaws of Spark Energy, Inc.

On August 1, 2014, in connection with the closing of the Offering, the Company adopted amended and restated bylaws (as amended, the "Restated Bylaws"). A description of the Restated Bylaws is contained in the section of the Prospectus entitled "Description of Capital Stock" and is incorporated herein by reference.

The foregoing description and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Restated Bylaws, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Spark HoldCo, LLC Second Amended and Restated Limited Liability Agreement

This description of the Spark HoldCo LLC Agreement provided above under Item 1.01 is incorporated in this Item 5.03 by reference. A copy of the Spark HoldCo LLC Agreement is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 3.1 Amended and Restated Certificate of Incorporation of Spark Energy, Inc. 3.2 Amended and Restated Bylaws of Spark Energy, Inc. 4.1 Transaction Agreement II, dated as of July 30, 2014, by and among Spark Energy, Inc., Spark HoldCo, LLC, NuDevco Retail LLC, NuDevco Retail Holdings, LLC, Spark Energy Ventures, LLC, NuDevco Partners Holdings, LLC and Associated Energy Services, LP. 10.1 Credit Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., as parent, Spark HoldCo, LLC, Spark Energy, LLC, and Spark Energy Gas, LLC, as co-borrowers, SG Americas Securities, LLC, as sole lead arranger and sole bookrunner, Natixis, New York Branch, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch, and RB International Finance (USA) LLC, as co-documentation agent and Compass Bank, as senior managing agent. 10.2 Tax Receivable Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., NuDevco Retail Holdings, LLC, NuDevco Retail, LLC and W. Keith Maxwell III. 10.3 Spark HoldCo, LLC Second Amended and Restated Limited Liability Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., NuDevco Retail Holdings and NuDevco Retail. 10.4 Registration Rights Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., NuDevco Retail Holdings and NuDevco Retail. 10.5 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and W. Keith Maxwell III. 10.6 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and Nathan Kroeker. 10.7 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and Allison Wall. 10.8 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and Georganne Hodges. 10.9 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and Gil Melman. 10.10 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and James G. Jones II. 10.11 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and John Eads. 10.12 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and Kenneth M. Hartwick. 10.13 Spark Energy, Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 (File No. 333-197738) filed with the SEC on July 31, 2014).



Compensatory plan or arrangement.

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