Sunlight Financial Holdings Inc. (Form: 8-K, Received: 03/30/2022 07:21:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 29, 2022

Sunlight Financial Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39739

85-2599566

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

101 North Tryon Street, Suite 1000, Charlotte, NC 28246

(Address of principal executive offices, including zip code)

(888) 315-0822

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Class A Common Stock, par value $0.0001 per share

SUNL

New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share

SUNL.WS

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 2.02. Results of Operations and Financial Condition.

On March 29, 2022, Sunlight Financial Holdings Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2021. In the press release, the Company also announced that it would be holding a conference call on March 29, 2022 to discuss its financial results for the fourth quarter and fiscal year ended December 31, 2021. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Transition

On March 29, 2022, Barry Edinburg, Chief Financial Officer, announced his retirement from the Company, effective as of March 31, 2022. On March 29, 2022, the Company announced that Rodney Yoder has been appointed Chief Financial Officer of the Company to succeed Mr. Edinburg, effective April 1, 2022. Mr. Edinburg will continue in his current position as Chief Financial Officer through March 31, 2022 (the “Transition Date”), after which time he will serve as an Advisor to the Company pursuant to the terms of the Advisory Services Agreement as described below.

Barry Edinburg Advisory Services Agreement

The Company and Mr. Edinburg entered into an advisory services agreement, effective as of March 31, 2022, memorializing the terms of his transition (the “Advisory Services Agreement”). The initial term of the Advisory Services Agreement will run for six months after the Transition Date (the “Initial Term”) and may be extended upon the mutual agreement of the parties for up to six successive monthly terms (each such extended period, a “Renewal Term” and together with the Initial Term, the “Agreement Term”). While employed with the Company as an Advisor following the Transition Date, Mr. Edinburg will report to the Chief Executive Officer and is expected to perform certain advisory services and dedicate a certain amount of time to Sunlight during the Agreement Term, each as further described in the Advisory Services Agreement.

In consideration for his services as an Advisor to the Company, and in exchange for the execution of a full release of the Company of claims in connection with his departure to be executed at the end of the Agreement Term, Mr. Edinburg will be eligible to receive continued monthly vesting and distribution through the Agreement Term of Mr. Edinburg's share of the escrow established at the closing of the Company’s July 9, 2021 merger (the “Consideration”). If terminated by the Company without cause within six months following the effective date of the Advisory Services Agreement, the Company will continue to provide the Consideration to Mr. Edinburg as if he had remained employed through and including the date that is six months following the Transition Date. The Advisory Services Agreement also provides that Mr. Edinburg has agreed to forfeit any and all claim to future vesting of any equity grants he has received from the Company, under the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan or otherwise.

In consideration of the foregoing, Mr. Edinburg’s non-compete and non-solicitation obligations under the Sunlight Financial Holdings Inc. Inventions Assignment, Non-Competition, Non-Solicitation and Confidentiality Agreement between the Company and Mr. Edinburg shall remain in full force and effect throughout the Agreement Term as if the final day of the Agreement Term were the final date of Mr. Edinburg’s employment with the Company for purposes of interpreting Mr. Edinburg’s obligations thereunder.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Advisory Services Agreement, and is subject to and qualified in its entirety by reference to the complete text of the Advisory Services Agreement, a copy of which is filed as Exhibit 10.3 attached hereto, and the terms of which are incorporated by reference herein.

Rodney Yoder Appointment and Employment Agreement

Mr. Yoder, age 54, will join the Company as Chief Financial Officer effective as of April 1, 2022, bringing with him over 25 years of experience in financial planning, treasury, and consumer credit. Prior to joining the Company, for the past 12

years Mr. Yoder worked in various roles at Barclaycard, most recently as Director of Financial Analysis and Strategy, where he developed expertise in global payments, private banking, and credit, while managing forecasting, risk management, and innovation strategies. Mr. Yoder also served as Treasurer of Swift Financial from 2007 until 2010. Mr. Yoder started his career at MBNA America, which was acquired by Bank of America, where he spent 16 years in a variety of roles, including treasury and financial planning for consumer credit cards, and served as CFO for Merchant Acquiring, overseeing merchant services, practice solutions, and card operations. Mr. Yoder holds a B.S. and an MBA from the Alfred Lerner College of Business & Economics from the University of Delaware.

The Company is not aware of any family relationships between Mr. Yoder and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Yoder or any other person and the Company or any of its subsidiaries pursuant to which he was appointed as an officer of the Company. The Company is not aware of any transactions between Mr. Yoder or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.

In connection with Mr. Yoder’s employment, the Company entered into an employment agreement with Mr. Yoder for an indefinite term beginning on April 1, 2022 (the “Employment Agreement”). The Employment Agreement may be terminated at any time in accordance with its terms. Upon any termination of employment by Mr. Yoder or the Company, Mr. Yoder will be subject to a non-competition covenant that covers a period of 12 months after the date of termination and a non-solicitation covenant that covers a period of 12 months after the date of termination.

The base salary set forth in the Employment Agreement is $325,000, with a target bonus of 77%, which will be reviewed and are subject to adjustment, at least annually, by the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”). Mr. Yoder will be eligible to receive annual equity awards from time to time in the sole discretion of the Compensation Committee, and will be eligible to receive benefits that are substantially similar to those of other executives of the Company of like status.

Pursuant to the Employment Agreement, upon termination of Mr. Yoder’s employment by the Company for Cause, or by Mr. Yoder without Good Reason (each as defined in the Employment Agreement), Mr. Yoder will receive (i) any accrued and unpaid base salary through the date of termination, (ii) payment for any previously unreimbursed business expenses, (iii) vested amounts under the Employment Agreement and any other agreement with the Company, (iv) except in the case of a termination for Cause, an annual bonus for any completed fiscal year to the extent then unpaid, and (v) rights to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") (collectively, such (i), (ii) and (v) being the “Accrued Rights”).

In the event of termination of Mr. Yoder’s employment without Cause or upon his resignation for Good Reason outside of any 24-month period immediately following a Change in Control (as defined in the Employment Agreement) and the 12-month period immediately preceding a Change in Control, Mr. Yoder will receive (i) the Accrued Rights, (ii) an amount equal to 1.5 times Mr. Yoder’s base salary, (iii) an amount equal to 1.5 times Mr. Yoder’s annual target bonus and (iv) an amount equal to the monthly premium payment for Mr. Yoder’s COBRA benefits for the 18-month period following the date of termination (the “COBRA Benefits”). The cash-based portion of such benefits (other than the Accrued Rights) will be paid in equal monthly installments over an 18-month period. As a condition to the receipt of such benefits, Mr. Yoder must timely execute and not revoke a release of claims.

For any termination of Mr. Yoder’s employment that occurs within a 24-month period immediately following a Change in Control and the 12-month period immediately preceding a Change in Control of the Company, Mr. Yoder will be eligible to receive (i) the Accrued Rights, (ii) an amount equal to 2.0 times Mr. Yoder’s base salary, (iii) an amount equal to 2.0 times Mr. Yoder’s annual target bonus (paid with respect to the calendar year immediately preceding the calendar year within which Mr. Yoder was terminated, or if such bonus has not yet been paid as of such termination, the target annual bonus for such preceding calendar year), (iv) full and immediate vesting of all outstanding equity awards, equity-based awards and other long-term incentives (with performance-based awards to vest at the greater of target or actual performance); (v) a 30-month post-termination exercise period with respect to vested stock options and stock appreciation rights (or, if shorter, the remainder of the full term), and (vi) the COBRA Benefits. The cash-based portion of such benefits (other than the Accrued Rights) will be paid in the form of a lump sum payment or in installments as provided in the Employment Agreement. As a condition to the receipt of such benefits, Mr. Yoder must timely execute and not revoke a release of claims.

In addition, upon a termination of Mr. Yoder’s employment due to death or disability, Mr. Yoder would be entitled to (i) the Accrued Rights, (ii) a pro-rated target annual bonus, payable in a lump sum; (iii) the COBRA Benefits; and (iv) a 30-month post-termination exercise period with respect to vested stock options and stock appreciation rights (or, if shorter, the remainder of the full term).

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Employment Agreement, and is subject to and qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which is filed as Exhibit 10.4 attached hereto, and the terms of which are incorporated by reference herein.

Form of Restricted Stock Unit Award Agreement and Form of Stand-Alone Long-Term Cash Award Agreement

On March 29, 2022, the Board approved, subsequent to the recommendation and approval of the Compensation Committee (i) a form of Executive Restricted Stock Unit Award Agreement (the “RSU Award Agreement”) for use under the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the “Plan”), and (ii) a form of Stand-Alone Long-Term Cash Award Agreement (the “Cash Award Agreement”), in each case for awards to the Company’s named executive officers and other senior employees as determined in the Compensation Committee’s discretion.

Awards of restricted stock units (“RSUs”) under the RSU Award Agreements will be granted in installments as set forth on the applicable Notice of Restricted Stock Unit Award attached to each RSU Award Agreement. Such RSU awards will vest in increments of 25% annually over four years, beginning on the first anniversary of the vesting commencement date, assuming continuous service with the Company as an employee or a consultant through such vesting dates, provided that any ungranted portion will be granted upon a Change in Control of the Company, and vesting will accelerate in the event of termination without Cause or by the recipient for Good Reason within 12 months prior to or 24 months following a Change in Control of the Company (each capitalized term as defined in the Plan). The number of granted RSUs will equal the number of whole units resulting from dividing the dollar amount set forth in the recipient’s RSU Award Agreement by the preceding 90-day average closing price of the Company’s common stock as of the respective grant dates. RSUs awarded under the RSU Award Agreements will be subject to a risk of forfeiture until such time as the RSUs vest in accordance with the vesting schedule, and such awards will be settled following vesting by delivery to the recipient of the number of shares of Class A common stock of the Company (“Common Stock”) subject to the RSUs that vested and are being settled. The recipient will be entitled to any dividend equivalents with respect to RSUs to reflect any dividends payable on underlying shares of Common Stock.

On March 29, 2022, the Board approved, subsequent to the recommendation and approval of the Compensation Committee, grants of RSUs under the RSU Award Agreements for the Company’s named executive officers, the cash value of such RSUs being as follows: Matthew Potere, Chief Executive Officer ($1,890,000); Rodney Yoder, Chief Financial Officer ($1,000,000); and Timothy Parsons, Chief Operating Officer ($381,000). Such RSUs will be granted in three approximately equal installments on June 30, 2022, September 30, 2022 and December 31, 2022 and vest in increments of 25% over four years on February 18, 2023, February 18, 2024, February 18, 2025 and February 18, 2026, respectively.

Cash awards under the Cash Award Agreements will vest in increments of 25% annually over four years, beginning on the first anniversary of the vesting commencement date, assuming continuous service with the Company as an employee or a consultant through such vesting dates; provided that vesting will accelerate in the event of termination without Cause or by the recipient for Good Reason within 12 months prior to or 24 months following a Change in Control of the Company (each capitalized term as defined in the applicable recipient’s employment agreement with the Company).

On March 29, 2022, the Board approved, subsequent to the recommendation and approval of the Compensation Committee, cash awards under the Cash Award Agreements for the Company’s named executive officers, as follows: Mr. Potere, Chief Executive Officer ($2,310,000); and Mr. Parsons, Chief Operating Officer ($466,000). Such cash awards will vest in increments of 25% over four years on February 18, 2023, February 18, 2024, February 18, 2025 and February 18, 2026, respectively.

The foregoing descriptions in this Item 5.02 are qualified in their entirety by reference to the full text of the forms of RSU Award Agreement and Cash Award Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, attached hereto, and the terms of which are incorporated by reference herein.

Lead Independent Director

On July 9, 2021, the Board appointed Mr. Kenneth Shea to serve as the lead independent director of the Board. In connection with his service as lead independent director, on March 29, 2022, the Board approved, subsequent to the recommendation and approval of the Compensation Committee, an annual lead independent director’s fee of $25,000. For the 2021 fiscal year, such fee will be pro-rated from the date of his appointment until the end of such fiscal year and paid retroactively.

Director Fee Agreement

On March 29, 2022, the Board approved, subsequent to the recommendation and approval of the Compensation Committee, the forms of Director Fee Agreement (the “Director Fee Agreement”) to be entered into by and among the Company and each of (i) Mr. Emil W. Henry, Jr. and Tiger Infrastructure Partners LP (“Tiger”), on the one hand, and (ii) Brad Bernstein and FTV Management Company, L.P. (“FTV”), on the other hand.

The Director Fee Agreements provides for compensation to Tiger, for Mr. Henry’s service on the Board, and to FTV, for Mr. Bernstein’s service on the Board. Such payments thereunder are comprised of an amount equal to the sum of (a) the cash portion of the director fees and (b) a cash payment equal to the fair market value of the equity award on the applicable vesting date, that in each case is otherwise payable to the members of the Board for their participation on the Board for the covered year, or as otherwise provided in the then current outside director compensation policy as approved by the Compensation Committee.

The foregoing descriptions in this Item 5.02 are qualified in their entirety by reference to the full text of the Director Fee Agreements, which are filed as Exhibits 10.5 and 10.6 attached hereto, and the terms of which are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On March 29, 2022, the Company issued a press release announcing the departure of Mr. Edinburg, and the appointment of Mr. Yoder, as the Company’s Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.2 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description
10.1†						Form of Restricted Stock Unit Award Agreement under the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan.
10.2†						Form of Stand-Along Long Term Cash Award Agreement
10.3†						Advisory Services Agreement, effective as of March 31, 2022, by and between Barry Edinburg and Sunlight Financial Holdings Inc. and each of its subsidiaries.
10.4†						Employment Agreement, effective as of April 1 , 2022, by and among Rodney Yoder, Sunlight Financial Holdings Inc. and Sunlight Financial LLC .
10.5†						Director Fee Agreement, effective as of March 29, 2022, by and among Sunlight Financial Holdings Inc., Tiger Infrastructure Partners LP and Emil W. Henry, Jr.
10.6†						Director Fee Agreement, effective as of March 29, 2022, by and among Sunlight Financial Holdings Inc., FTV Management Company, L.P. and Brad Bernstein.
99.1						Press Release entitled “Sunlight Financial Reports Fourth Quarter and Full-Year 2021 Results” issued by Sunlight Financial Holdings Inc. dated March 29, 2022.
99.2						Press Release entitled “Sunlight Financial Announces New Chief Financial Officer” issued by Sunlight Financial Holdings Inc. dated March 29, 2022.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Indicates management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


SUNLIGHT FINANCIAL HOLDINGS INC.

By:			/s/ Matthew Potere
			Matthew Potere
			Chief Executive Officer
			(Principal Executive Officer)

Date: March 29, 2022

Exhibit 10.1

SUNLIGHT FINANCIAL HOLDINGS INC.

2021 EQUITY INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD

Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this “Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the “Plan”), the below individual (the “Participant”) is hereby granted the below Restricted Stock Units (the “RSUs”) by Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Notice have the meanings set forth in the Award Agreement or the Plan.

Identifying Information:


Participant Name	Date of Award:	[__], 2022
and Address:	Vesting Commencement Date:	[__], 2022
	Value of RSUs Awarded:	$[INSERT VALUE]

Grant Date:

Subject to the terms of the Plan, this Notice and the Award Agreement, one-third (1/3rd) of the Value of RSUs Awarded (the “Grant Date Portion”) will be granted on June 30, 2022, September 30, 2022, and December 31, 2022. Notwithstanding the foregoing, in the event of (i) a Change in Control, any yet-to-be granted Grant Date Portion (collectively, the “Ungranted RSU Portion”) will be granted as of the date of such Change in Control, or (ii) termination of the Participant’s Continuous Service by the Company without Cause or by the Participant for Good Reason within the Protection Period in connection with a Change in Control (a “Protected Termination”), any Ungranted RSU Portion will be granted and vesting will be accelerated in full as of (a) the date of such Participant’s termination, or (b) in the event the Protected Termination occurs within the twelve (12) months prior to a Change in Control, as of the date of such Change in Control (in each case, the “Ungranted RSU Portion Grant Date”). The number of RSUs to be granted on each of the foregoing grant dates to the Participant will be calculated by dividing the applicable Grant Date Portion by the preceding ninety (90)-day average closing stock price of the Company’s Class A Common Stock (the “Preceding 90-Day Average”) as of each such grant date, provided that in the event of a Change of Control or Protected Termination, the number of RSUs to be granted on the Ungranted RSU Portion Grant Date to the Participant will be calculated by dividing the Ungranted RSU Portion by the Preceding 90-Day Average as of such Ungranted RSU Portion Grant Date.

Vesting Schedule:

Subject to the Participant’s Continuous Service through each such vesting date, the terms of the Plan, this Notice and the Award Agreement (including the vesting acceleration provisions in Section 2), the RSUs will vest over a four (4)-year period in accordance with the following vesting schedule (the “Vesting Schedule”):


Vesting Date			Nonforfeitable Percentage
1st anniversary of the Vesting Commencement Date			25% will vest, combined total of 25% vested
2nd anniversary of the Vesting Commencement Date			25% will vest, combined total of 50% vested
3rd anniversary of the Vesting Commencement Date			25% will vest, combined total of 75% vested
4th anniversary of the Vesting Commencement Date			25% will vest, combined total of 100% vested

[SIGNATURES ON NEXT PAGE]

-1-

Exhibit 10.1

Representations and Agreements of the Participant:

The Participant has reviewed this Notice, the Award Agreement and the Plan in their entirety, has had an opportunity to have them reviewed by his or her legal and tax advisers, and hereby represents that the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents or affiliates. The Participant represents to the Company that he or she is familiar with the terms of this Notice, the Award Agreement and the Plan, and hereby accepts the RSUs subject to all of their terms. The Participant hereby agrees that all questions of interpretation and administration relating to this Notice, the Award Agreement and the Plan will be resolved solely by the Administrator.

Electronic Signature:

This Notice may be executed by the Participant and the Company by means of electronic or digital signatures, which will have the same force and effect as manual signatures. The Participant agrees that clicking “I Accept” (or a tab of similar intent) in connection with or response to any electronic communication or other medium has the effect of affixing the Participant’s electronic signature to this Notice. If required to be executed by electronic or digital signature, this Award of RSUs will be forfeited if the Participant does not so execute this Notice prior to the deadline set forth in the electronic transmission of this Notice and the Award Agreement.

SUNLIGHT FINANCIAL HOLDINGS INC. PARTICIPANT

By: Signature:

Its: Dated:

Dated:

* * * * *

-2-

SUNLIGHT FINANCIAL HOLDINGS INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Subject to the terms and conditions of the Notice of Restricted Stock Unit Award (the “Notice”), this Restricted Stock Unit Award Agreement (this “Award Agreement”), and the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the “Plan”), Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), hereby grants the individual set forth in the Notice (the “Participant”) Restricted Stock Units (the “RSUs”). Unless otherwise specifically indicated, all terms used in this Award Agreement have the meanings set forth in the Notice or the Plan.

1.Grant of an RSU. The principal features of the RSU, including the number of RSUs subject to the Award, are set forth in the Notice.

2.Vesting Schedule and Risk of Forfeiture.

(a)Vesting Schedule. Except as otherwise set forth in this Section 2 or the Plan, subject to the Participant’s Continuous Service and any other limitations set forth in the Notice, the Plan and this Award Agreement, the RSUs will vest in accordance with the Vesting Schedule provided in the Notice (the “Vesting Schedule”). Unless and until the RSUs have vested in accordance with the Vesting Schedule, the Participant will have no right to receive any dividends or other distribution with respect to the RSUs. In the event of the termination of the Participant’s Continuous Service prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to this Section 2 and the Plan), any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

(b)Notwithstanding anything in the Notice or this Award Agreement to the contrary, but subject to Section 8 herein, (i) the unvested RSUs and (ii) if applicable, any Ungranted RSU Portion, shall immediately become fully vested upon the termination of the Participant’s Continuous Service by the Company without Cause or by the Participant for Good Reason, in each case, within twelve (12) months prior to or twenty-four (24) months following a Change in Control (the “Protection Period”). “Good Reason” means, with respect to the termination of the Participant as a Service Provider for “Good Reason,” as such term (or word of like import) is expressly defined in a then-effective written employment, consulting or other similar agreement between the Participant and the Company. For the avoidance of doubt, in the event of a termination of the Participant’s Continuous Service by the Company without Cause or by the Participant for Good Reason within twelve (12) months prior to a Change in Control, the vesting date for any such RSUs hereunder shall be the date of such Change in Control, following which such RSUs shall be settled in accordance with Section 3 hereof.

(c)Risk of Forfeiture. The RSUs will be subject to a risk of forfeiture until such time as the RSUs vest in accordance with the Vesting Schedule. Notwithstanding anything in the Notice or this Award Agreement to the contrary, the vested and unvested RSUs will automatically and immediately be forfeited upon the termination of Participant’s Continuous Service for Cause. The Company may implement any forfeiture under this Section 2(c) in a unilateral manner, without the Participant’s consent, and with no payment to the Participant, cash or otherwise, for the forfeited RSUs.

3.Settlement of RSUs. Subject to the terms of this Award Agreement, as soon as administratively practicable following the date on which all or any portion of the RSUs vest

pursuant to Section 2, the Company shall deliver to the Participant (or the Participant’s permitted transferee, if applicable) the number of Shares subject to the RSUs that vested and are being settled. Any fractional RSU that becomes vested hereunder shall be rounded down at the time Shares are issued in settlement of such RSU. No fractional Shares, nor the cash value of any fractional Shares, will be issuable or payable to the Participant pursuant to this Award Agreement. All Shares issued hereunder, if any, shall be delivered either by delivering one or more certificates for such Shares to the Participant or by entering such Shares in book-entry form, as determined by the Administrator in its sole discretion. The value of the Shares shall not bear any interest owing to the passage of time. Neither this Section 3 nor any action taken pursuant to or in accordance with this Award Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

4.Dividend Equivalents. The Participant shall be entitled to any Dividend Equivalents with respect to the RSUs to reflect any dividends payable on Shares. Dividend Equivalents shall be subject to the same vesting and forfeiture restrictions as the RSUs to which they are attributable and shall be paid on the same date that the RSUs to which they are attributable are settled in accordance with Section 3 hereof. Dividend Equivalents may be accumulated and deemed reinvested in additional Restricted Stock Units or may be accumulated in cash, as determined by the Administrator in its discretion.

5.Taxes. The Participant hereby acknowledges and understands that the Participant may suffer adverse tax consequences as a result of the Participant’s receipt of, vesting in, or disposition of, the RSUs.

(a)Representations. The Participant has reviewed with the Participant’s tax advisors the tax consequences of the Notice, this Award Agreement and the RSUs granted hereunder, including any federal, state, local or foreign tax laws. The Participant is relying solely on such advisors and not on any statements or representations of the Administrator, the Company, any Affiliate or any of their respective agents (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice. The Participant hereby acknowledges and understands that the Participant (and not the Company nor any Affiliate) will be responsible for the Participant’s tax liability that may arise as a result of the Participant receiving this Award Agreement and the RSUs granted hereunder.

(b)Payment of Withholding Taxes. To the extent that the receipt, vesting or settlement of the RSUs results in compensation income or wages to the Participant for federal, state, local or foreign tax purposes, the Participant will make appropriate arrangements with the Company or any Affiliate for the satisfaction of all withholding requirements and other tax obligations applicable to any RSUs that vest and are settled in Shares in accordance with Section 3, which arrangements may include, at the Administrator’s election, the delivery of cash or cash equivalents, Shares (including previously owned Shares, net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of cash or Shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration the Administrator deems appropriate. If such tax obligations are satisfied through the withholding of Shares that are otherwise issuable to the Participant pursuant to this Award (or through the surrender of previously owned Shares by the Participant to the Company), the maximum number of Shares of that may be so withheld (or surrendered) shall be the number of Shares that have an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities, determined based on the greatest withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Administrator. The Participant hereby acknowledges the Company’s and any Affiliate’s obligations under this Award Agreement are fully contingent on the Participant first

satisfying this Section 5(b). Therefore, a failure of the Participant to reasonably satisfy this Section 5 in accordance with the Administrator’s sole and absolute discretion will result in the automatic termination and expiration of this Award Agreement and the Company’s obligations hereunder. The Participant hereby agrees that a breach of this Section 5(b) will be deemed to be a material breach of this Award Agreement.

(c)Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the RSUs granted pursuant to this Award Agreement are intended to be exempt from the limitations and requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto (“Section 409A”) and shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Administrator determines that the RSUs may not be exempt from Section 409A, then, if the Participant is deemed to be a “specified employee” within the meaning of Section 409A, as determined by the Administrator, at a time when the Participant becomes eligible for settlement of the RSUs upon his or her “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six months following the Participant’s separation from service and (b) the Participant’s death. Notwithstanding the foregoing, the Company and the Affiliates make no representations that the RSUs provided under this Award Agreement are exempt from or compliant with Section 409A and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A.

6.Non-Transferability of RSUs. The RSUs may not be transferred in any manner other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, the Participant may designate one or more beneficiaries of the Participant’s RSUs in the event of the Participant’s death on a beneficiary designation form provided by the Administrator. The terms of this Award Agreement are binding upon the executors, administrators, heirs, successors and transferees of the Participant.

7.No Rights as a Shareholder of the Company. The Participant’s receipt of the grant of RSUs pursuant to the Notice and this Award Agreement will not provide or confer rights or status as a shareholder of the Company until such time the RSUs are settled in Shares in accordance with Section 3 of this Award Agreement.

8.Waiver and Release. Notwithstanding any other provisions of this Award Agreement to the contrary, the Company shall not make or provide the accelerated vesting set forth in Sections 2(b) or Section 2(c) (in each case, the “Accelerated Equity Vesting”), unless the Participant timely executes and delivers to the Company a general release of claims in the form provided by the Company (which shall be in substantially the form attached to a Participant’s employment agreement with the Company or any subsidiary, for any Participant with an employment agreement with the Company or any subsidiary that has a form of release attached thereto) (the “Waiver and Release”), and such Waiver and Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within 60 calendar days after the date of termination (the date the Waiver and Release is effective, has not been revoked, and is no longer subject to revocation, the “Release Effective Date”). If the requirements of this Section 8 are not satisfied by the Participant (or the Participant’s estate or legally appointed personal representative), then no Accelerated Equity Vesting shall be due to the Participant (or the Participant’s estate). Notwithstanding anything in this Award Agreement to the contrary, the Accelerated Equity Vesting shall not be provided until the first practicable date following the date the Waiver and Release is executed and no longer subject to revocation; provided, that if the period during which the Participant has discretion to execute or revoke the Waiver and Release

straddles two calendar years, then the Accelerated Equity Vesting shall be provided in the second calendar year.

9.Legality of Initial Issuance. No Shares will be issued in accordance with Section 3 of this Award Agreement unless and until the Administrator has determined that: (a) the Company and the Participant have taken all actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof, if applicable; (b) all applicable listing requirements of any stock exchange or other securities market on which the Shares are listed, if any, have been satisfied; and (c) any other applicable provision of any Applicable Laws has been satisfied.

10.Notice. Any notice required by the terms of this Award Agreement must be given in writing and will be deemed to be effective upon the earlier of personal delivery and the fifth business day after deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice must be addressed to the Company at its principal executive office and to the Participant at the address that the Participant most recently provided to the Company or an Affiliate.

11.Successors and Assigns. Except as provided herein to the contrary, the Notice, this Award Agreement and the Plan are binding upon and will inure to the benefit of the parties to the Notice and this Award Agreement, their respective permitted successors and assigns.

12.No Assignment. Except as otherwise provided in this Award Agreement, the Participant may not assign any of his or her rights under the Notice, this Award Agreement or the Plan without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company is permitted to assign its rights or obligations under the Notice, this Award Agreement and the Plan.

13.Construction; Severability. The captions and headings used in this Award Agreement are inserted for convenience and are not to be deemed to be a part of this Award Agreement for construction or interpretation. Except where otherwise indicated by the context, the singular form includes the plural form and the plural form includes the singular form. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise. The term “include” or “including” does not denote or imply any limitation. The term “business day” means any Monday through Friday other than such a day on which banks are authorized to be closed in the State of Delaware. The validity, legality or enforceability of the remainder of the Notice and this Award Agreement will not be affected even if one or more of the provisions of the Notice or this Award Agreement are held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect.

14.Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in paper format, the Participant agrees, to the fullest extent permitted by Applicable Laws, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, grant or award notifications and agreements, account statements, reports, and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and have the same force and effect as, his or her manual signature.

15.Administration and Interpretation. Any determination by the Administrator in connection with any question or issue arising under the Notice, the Plan or this Award Agreement will be

final, conclusive and binding on the Participant, the Company, its Affiliates, and all other persons. Any question or dispute regarding the interpretation of this Award Agreement or the receipt of the RSUs or Shares hereunder must be submitted by the Participant to the Administrator. The resolution of such question or dispute by the Administrator will be final and binding on all parties.

16.Counterparts. The Notice and each of the exhibits to this Award Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile or portable document format (.pdf), and each of which will be deemed to be an original, but all of which together will be deemed to be one and the same instrument.

17.Entire Agreement; Governing Law; and Amendments. The provisions of the Plan and the Notice are incorporated herein by reference. The Plan, the Notice and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company, its Affiliates and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and the Participant. This Award Agreement is governed by the laws of the State of Delaware applicable to contracts executed in and to be performed in the State of Delaware, without regard to conflicts of laws principles thereof. The Administrator may, in its sole discretion, amend this Award Agreement from time to time in any manner that is not inconsistent with the Plan, including to unilaterally adopt amendments to this Award Agreement or the Plan to the minimum extent necessary or appropriate (as determined by the Administrator in its sole discretion) for the RSUs to comply with Section 409A; provided, however, that except as otherwise provided in the Plan or this Award Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

18.Venue. The Company, its Affiliates, the Participant and the Participant’s assignees agree that any suit, action or proceeding arising out of or related to the Notice, this Award Agreement or the Plan must be brought in the United States District Court for the District of Delaware (or should such court lack jurisdiction to hear such action, suit or proceeding, in a state court in Delaware) and that all parties submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 18 are for any reason held invalid or unenforceable, it is the specific intent of the parties that such provisions be modified to the minimum extent necessary to make it or its application valid and enforceable.

19.No Guarantee of Continuous Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF RSUS PURSUANT TO THE VESTING SCHEDULE IS EARNED ONLY BY CONTINUOUS SERVICE AT THE WILL OF THE COMPANY OR ANY AFFILIATE, AS APPLICABLE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE RSUS OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE RIGHTS GRANTED HEREUNDER, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUOUS SERVICE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND DO NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY OR ANY AFFILIATE TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. THE GRANT OF THE RSUS IS A ONE-TIME BENEFIT AND DOES NOT CREATE ANY CONTRACTUAL OR OTHER RIGHT TO RECEIVE A GRANT OF

AWARDS OR BENEFITS IN LIEU OF AWARDS IN THE FUTURE. ANY FUTURE AWARDS WILL BE GRANTED AT THE SOLE DISCRETION OF THE COMPANY.

20.Clawback. Notwithstanding any provision in the Notice, this Award Agreement or the Plan to the contrary, all cash or Shares issued hereunder shall be subject to any compensation recovery or recoupment policy applicable to executives of the Company and its Affiliates that is hereafter adopted by the Board or a duly authorized committee thereof to adhere to the intent of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Sarbanes-Oxley Act of 2002, or other applicable law, as advised to the Board in a written opinion (including via e-mail correspondence) of the Company’s legal counsel.

21.Unsecured General Creditor. The Participant has no legal or equitable rights, interests or claims in any property or assets of the Company due to the Notice, this Award Agreement and the grant of RSUs hereunder. For purposes of the payment of benefits under the Notice and this Award Agreement, the Participant has no more rights than those of a general creditor of the Company. The Company’s obligation under the Notice and this Award Agreement will be that of a conditional unfunded and unsecured promise to pay money or property in the future.

22.Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed to be a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed to be a waiver or relinquishment of such right or power at any other time or times.

* * * * *

Exhibit 10.2

SUNLIGHT FINANCIAL HOLDINGS INC.

STAND-ALONE LONG-TERM CASH AWARD

Subject to the terms and conditions of this Stand-Alone Long-Term Cash Award (this “Award”), the below individual (the “Executive”) is hereby granted the below cash award (the “Cash Award”) by Sunlight Financial Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically indicated, all terms used in this Award have the meanings set forth in the applicable employment agreement currently in place between the Company and the Executive.

Identifying Information:


Executive Name	Date of Grant:	[__], 2022
and Address:	Vesting Commencement Date:	[__], 2022
	Cash Award Value:	$[INSERT VALUE]

Vesting Schedule:

Subject to the Executive’s continuous service with the Company whether as an employee or consultant (“Continuous Service”) through each such vesting date and the terms of this Award, the Cash Award will vest over a four (4)-year period in accordance with the following vesting schedule (the “Vesting Schedule”):


Vesting Date			Nonforfeitable Percentage
1st anniversary of the Vesting Commencement Date			25% will vest, combined total of 25% vested
2nd anniversary of the Vesting Commencement Date			25% will vest, combined total of 50% vested
3rd anniversary of the Vesting Commencement Date			25% will vest, combined total of 75% vested
4th anniversary of the Vesting Commencement Date			25% will vest, combined total of 100% vested

Risk of Forfeiture:

The Executive must remain continuously employed by the Company through the applicable vesting date to receive payment of the portion of the Cash Award to be paid on such vesting date. Notwithstanding the forgoing, if the Executive’s Continuous Service is terminated by the Company without Cause or by the Executive for Good Reason, in each case, within twelve (12) months prior to or twenty-four (24) months following a Change in Control, the remaining unvested portion of the Cash Award shall immediately become fully vested. For the avoidance of doubt, in the event of a termination of the Participant’s Continuous Service by the Company without Cause or by the Participant for Good Reason within twelve (12) months prior to a Change in Control, the vesting date for any remaining unvested portion of the Cash Award hereunder shall be the date of such Change in Control. “Good Reason” means, with respect to the termination of the Participant as an employee or consultant for “Good Reason,” as such term (or word of like import) is expressly defined in a then-effective written employment, consulting or other similar agreement between the Executive and the Company.

Tax Consequences:

It is anticipated that the Executive shall have no adverse tax consequences until the Cash Award vests and is paid out in accordance with the above, and at that time the Executive shall have ordinary taxable income. The Executive is responsible for all adverse tax consequences as a result of his or her receipt of the Cash Award. The Cash Award is intended to comply with the short-term deferral rules of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).

EMF_US 88818427v3

Exhibit 10.2

Miscellaneous Provisions:

The Executive may not assign any of his or her rights under this Award without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company is permitted to assign its rights or obligations under this Award. Any determination by the Company in connection with any question or issue arising under this Award shall be final, conclusive and binding on the Executive and all other persons. This Award constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company with respect to the subject matter hereof. This Award is governed by the laws of the State of Delaware applicable to contracts executed in and to be performed in the State of Delaware.

SUNLIGHT FINANCIAL HOLDINGS INC. EXECUTIVE

By: Signature:

Its: Dated:

Dated:

EMF_US 88818427v3

Exhibit 10.3

ADVISORY SERVICES AGREEMENT

This ADVISORY SERVICES AGREEMENT (this “Agreement”) is entered into effective as of March 31, 2022 (the "Agreement Effective Date"), by and between Barry Edinburg (“Edinburg”) and Sunlight Financial Holdings Inc., a Delaware corporation, and each of its subsidiaries and affiliates, including, without limitation, Sunlight Financial LLC, a Delaware limited liability company (collectively, the “Company”).

WHEREAS, Edinburg has determined to resign his employment with the Company to be effective on the Agreement Effective Date;

WHEREAS, the Company has identified a replacement Chief Financial Officer (“New CFO”) who shall commence employment with the Company on April 1, 2022;

WHEREAS, Edinburg, as the Company CFO, historically has been involved with all aspects of the financial operations of the Company and the general management of the Company and, in that capacity, has acquired knowledge useful to the growth and continued development of the Company’s business and critical to the transition of the financial functions of the Company to the New CFO;

WHEREAS the Company desires to now engage Edinburg in the capacity of an advisor to the Chief Executive Officer (“CEO”) and New CFO to provide advice and services to support a smooth transition of the CFO role of the Company and such related matters as the Chief Executive Officer shall reasonably request, all as described herein (collectively, the “Advisory Services”);

WHEREAS, in view of, and exchange for, the Consideration (as defined below), in addition to provision of the Advisory Services, the Company has requested that Edinburg execute a full release of the Company substantially in the form attached hereto as Attachment A (the “Release”) on the Agreement Effective Date; and

WHEREAS, Edinburg has agreed to provide the Advisory Services to the Company and to execute the Release at the conclusion of the Agreement Term (as defined below) in exchange for the Consideration.

NOW THEREFORE, in consideration of the promises and the covenants herein, the sufficiency of which is hereby acknowledged, Edinburg and the Company agree as follows:

1.Advisory Services

(a) Term of Agreement. Edinburg shall be retained by the Company to provide the Advisory Services for the period commencing on the Agreement Effective Date and ending on the date which is six months thereafter, or such earlier date on which this Agreement is terminated in accordance with the provisions hereof (the “Initial Term”); provided that, unless earlier terminated in accordance herewith, this Agreement may be extended by agreement of the parties for up to six (6) successive monthly terms (each such extended period, a “Renewal Term” and together with the Initial Term, the “Agreement Term”).

(b)Scope of Advisory Services. During the Agreement Term, Edinburg shall perform the Advisory Services and assume the duties and responsibilities as directed to him by the Company’s CEO from time to time, including, but not limited to: (i) transitioning responsibility for maintaining all relationships with the Company’s flow funding and other financing partners, direct and indirect, as well as all referral relationships, to the New CFO, including making introductions, answering questions and sharing all relevant material information with the New

CFO related to the status of such relationships; (ii) reviewing all financial functions of the Company with the New CFO in detail including sharing all relevant information related to systems, relationships, challenges, operations, etc.; (iii) transitioning all corporate relationships related to the financial function of the Company, including, without limitation, making introductions, answering questions and sharing all relevant material information related to the Company relationships with Silicon Valley Bank, Cross River Bank, RSM (auditors), and other critical third party service providers to the Company; (iv) updating the New CFO on Company investor relations strategies and challenges, key relationships and coverage dialogues; (v) providing the New CFO context and answering questions related to past strategic decisions; (vi) providing support, including input and recommendations, with respect to current strategic decisioning; (vii) providing leadership and advice related to the transfer of finance department teammates with a goal of limiting attrition associated with Edinburg’s departure; and (viii) such other matters as the CEO or other senior management may reasonably request in connection with the operation and strategies of the Company’s business and transition of the financial function to the New CFO, or other duties as the Company deems reasonably necessary to accomplish the foregoing. Edinburg understands and agrees that, while he will not participate in day-to-day activities and management meetings, performing the Advisory Services may include participating in meetings with third parties.

(c)Reporting/Title. Edinburg shall report directly to the CEO. While providing the Advisory Services articulated hereunder on behalf of the Company, Edinburg will have a title of Advisor.

(d)Performance of Advisory Services. During the first month of the Initial Term, Edinburg will be required to perform Advisory Services for up to 20 hours per week, as needed. During the second month of the Initial Term, Edinburg will be required to perform Advisory Services for up to 10 hours per week, as needed, and, during the third month, up to five hours per week, as needed. Thereafter for the final three months of the Initial Term, Edinburg will be required to perform Advisory Services for up to five hours per month, as needed. Notwithstanding the foregoing, Edinburg shall perform Advisory Services for additional hours over the required applicable average upon mutual agreement among the parties. The applicable time commitment to be served by Edinburg during any Renewal Term will be agreed among the parties in advance of the commencement of such Renewal Term. Edinburg shall perform the Advisory Services at times and locations as may be mutually agreed between the parties from time to time. In performing the Advisory Services, Edinburg will comply with the Company’s compliance policies and procedures, including, without limitation, the Company Code of Conduct and Ethics. Also, Edinburg acknowledges that for so long as he shall be providing Advisory Services, he shall continue to be considered an insider by the Company and, as such, shall be subject to the applicable requirements of the Company Insider Trading Policy and established blackout periods.

(e)Status as Independent Contractor. Edinburg acknowledges and agrees that his status at all times during the Agreement Term shall be that of an independent contractor, and that he may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of the CEO therefor. Edinburg hereby waives any rights to be treated as an employee or deemed employee of the Company for any purpose, including without limitation, for purposes of federal, state or local income or other tax withholding, nor unless otherwise specifically provided by law, for purposes of the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act or any Workers’ Compensation law of any state or country (or subdivision thereof), and that he shall not be entitled to the benefits of being an employee or deemed employee of the Company during the Agreement Term. Edinburg hereby acknowledges and agrees that he shall not be eligible for,

shall not actively participate in, and shall not otherwise accrue benefits under, any of the Company’s benefit plans during the Agreement Term.

(f)Consideration. In consideration of the Advisory Services performed during the Initial Term, the Company shall provide for continuing monthly vesting and distribution through the Agreement Term of Edinburg’s share of the escrow established at the closing of the Company’s July 9, 2021 merger (the “Escrow”) for the continuing payment of provisionally vested merger consideration to certain executives and employees of the Company (the “Consideration”). The continued vesting distribution shall occur consistent with the Company’s past practices related to the release of cash and equity from the Escrow. The parties hereby acknowledge and agree that the Consideration shall not be deemed to be wages, and therefore, shall not be subject to any withholdings or deductions. Edinburg will receive tax forms consistent with past practices in respect of payments received by him from the Escrow. Edinburg shall be solely responsible for, and shall pay, all taxes assessed in respect of the Consideration under the applicable laws of any Federal, state, or local jurisdiction. Edinburg acknowledges that other than the Consideration described above, he forfeits any and all claim to the future vesting of any equity grants he has received from the Company, under the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan or otherwise.

(g)Expense Reimbursement. The Company will be responsible for any reasonable and necessary travel-related expenses incurred by Edinburg during the Agreement Term that are directly related to the Advisory Services in accordance with the Company’s standard expense reimbursement policies, provided that (i) the incurrence of such expenses is approved in advance by the Company, and (ii) appropriate receipts and vouchers for such expenses are submitted to the Company within 30 days after the expenses are incurred.

(h)Early Termination. The Advisory Services shall immediately terminate upon Edinburg’s death or disability, immediately upon receipt by Edinburg of written notice from the Company (or on such other date set forth by the Company in such notice) that this Agreement is being terminated for Cause or in the event Edinburg fails to execute the Release or rescinds his execution of the Release as provided in the Release. The Company’s decision not to terminate Edinburg for Cause as soon as it learns that Edinburg has engaged in behavior which constitutes Cause shall not be deemed a waiver of its ability to terminate Edinburg for Cause in connection with this behavior. This Agreement may be voluntarily terminated by either party upon 30 days prior written notice to the other party hereto. In the event of any such termination, the Company will pay to Edinburg the Consideration accrued but unpaid as of the effective termination date, together with the amount of all reimbursable expenses (subject to receipt of appropriate documentation thereof as provided herein) within five business days of such termination. In addition, in the event that the Company terminates this Agreement without Cause within six months following the Agreement Effective Date, the Company shall continue to provide the Consideration to Edinburg as if he had remained employed through and including the date that is six months following the Agreement Effective Date.

For purposes of this Agreement, “Cause” shall mean a termination by the Company of Edinburg’s employment because of: (A) any act or omission that constitutes a willful and material breach by Edinburg of any of Edinburg’s obligations under any material term or provision of this Agreement; (B) Edinburg’s conviction of (or indictment for), or plea of nolo contendere to, (1) any felony or (2) another crime involving dishonesty or moral turpitude or that would otherwise reasonably be expected to materially and demonstrably impair or impede the Company's operations; (C) Edinburg’s engaging in any gross negligence, violence or threat of violence, fraud, theft or embezzlement (including any violation of federal securities laws); (D) Edinburg’s willful breach of a material written policy of the Company that has been previously provided to Edinburg or the rules of any governmental or regulatory body applicable to the Company that, in either such case, is (or reasonably could be) materially and demonstrably

injurious to the Company; or (E) any other willful misconduct by Edinburg which is (or reasonably could be) materially injurious to the financial condition, operations or business reputation of the Company or any of its subsidiaries or affiliates. Notwithstanding anything in this Section 1(h), no event or condition described in Sections 1(h)(A), (C), (D), or (E) shall constitute Cause unless (x) within ninety (90) days from the Company’s Board of Directors (the “Board”) first acquiring actual knowledge of the existence of the Cause condition (provided however, the Company Board's incurrence of actual knowledge shall be deemed delayed for ninety (90) days if the Company Board is conducting an internal investigation of facts that could reasonably give rise to a Cause condition), the Company Board provides Edinburg written notice (in accordance with Section 7, below) of its intention to terminate Edinburg’s employment for Cause and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by Edinburg within thirty (30) days of the Edinburg’s receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty-day (30) period, Edinburg has not taken all reasonable steps within such thirty-day (30) period to correct such grounds as promptly as practicable thereafter); and (z) the Company Board terminates Edinburg’s employment with the Company immediately following expiration of such thirty-day (30) period. For purposes of this Section 1(h), any attempt by Edinburg to correct a stated Cause shall not be deemed an admission by Edinburg that the Company Board’s assertion of Cause is valid. Notwithstanding anything in this Agreement to the contrary, if Edinburg’s employment with the Company is terminated without Cause, the Company Board shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior termination for Cause if such after-acquired evidences supports such an action. No act or omission shall be considered "willful" if it is done based on advice of counsel or with the consent or approval of the Company Board or the CEO of the Company.

2.Additional Covenants

For good and valuable consideration received and to be received through the Agreement Term,

(a) Release. Edinburg represents, warrants, covenants and agrees to execute the Release and deliver it to the Company on or before the Agreement Effective Date in favor of the Company.

(b) Restrictive Covenants. Edinburg acknowledges that, in context of his prior role with the Company he has and, during the term of this Agreement, he will acquire critical and confidential information about the Company, the Company’s relationships, trade secrets and strategies and therefor, in consideration of his continuing role as described herein and the Consideration to be received hereunder, Edinburg agrees that the Sunlight Financial Holdings Inc. Inventions Assignment, Non-Competition, Non-Solicitation and Confidentiality Agreement executed between the parties hereto as of July 9, 2021 (the “Edinburg CAINA”), and the representations, warranties, covenants and agreements contained therein, shall remain in full force and effect throughout the Agreement Term as if the final day of the Agreement Term were the final date of Edinburg’s employment with the Company for purposes of interpreting Edinburg’s obligations thereunder, and further acknowledges that the terms and agreements thereof are hereby incorporated by reference herein.

3.Enforcement

(a)Reasonableness. Edinburg hereby acknowledges that: (i) the restrictions provided in this Agreement (including, without limitation, those contained in the Edinburg CAINA) are reasonable in light of the necessity to protect the business of the Company; (ii) Edinburg’s ability to work and earn a living will not be unreasonably restrained by the application of these restrictions; and (iii) if a court concludes that any restrictions in this Agreement, the Release or

the Edinburg CAINA (collectively, the “Consolidated Agreement”) are overbroad or unenforceable for any reason, the court shall modify the relevant provision to the least extent necessary and such provision shall be enforced as modified.

(b)Injunctive and Other Relief. Edinburg recognizes and agrees that should he fail to comply with any restrictions set forth in the Consolidated Agreement, which restrictions are vital to the protection of the Company’s business, the Company will suffer irreparable injury and harm for which there is no adequate remedy at law. Therefore, Edinburg agrees that in the event of the breach or threatened breach by him of any of the restrictive covenants in the Consolidated Agreement, the Company shall be entitled to preliminary and permanent injunctive relief against him, and any other relief as may be awarded by a court having jurisdiction over the dispute. The rights and remedies enumerated in this Section 3 shall be independent of each other, and shall be severally enforced, and such rights and remedies shall be in addition to, and not in lieu of, any other rights or remedies available to the Company in law or in equity.

4.Return of Property

On the termination date of this Agreement or promptly thereafter, Edinburg shall deliver to a designated Company representative all records, documents, hardware, software, and all other Company property (collectively, “Company Property”) and all copies thereof in Edinburg’s possession. Edinburg shall not destroy any Company Property before returning all such Company Property to the Company representative. During the Agreement Term, Edinburg will continue to have access to materials reasonably required to perform the Advisory Services. However, Edinburg acknowledges and agrees that all such materials are the sole property of the Company.

5.Miscellaneous

(a) Entire Agreement. The Consolidated Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and the Consolidated Agreement supersedes any and all prior understandings and agreements between the parties and neither party shall have any obligation toward the other except as set forth herein. Without limiting the generality of the foregoing, Edinburg agrees that the execution of this Agreement and the payments and benefits provided hereunder shall constitute satisfaction in full of the Company’s obligations to Edinburg under any and all plans, programs or arrangements of the Company. This Agreement may not be superseded, amended, or modified except in writing signed by both parties.

(b) Severability and Reformation. Each of the provisions of this Agreement constitutes independent and separable covenants. Any portion of this Agreement that is determined by a court of competent jurisdiction to be overly broad in scope, duration, or area of applicability or in conflict with any applicable statute or rule will be deemed, if possible, to be modified or altered so that it is not overly broad or in conflict or, if not possible, to be omitted from this Agreement. The invalidity of any portion of this Agreement will not affect the validity of the remaining sections of this Agreement.

(c)No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d)Successors and Assigns. This Agreement and any rights herein granted are personal to the parties hereto and will not be assigned, sublicensed, encumbered, pledged or

otherwise transferred by either party without the prior written consent of the other party, and any attempt at violative assignment, sublicense, encumbrance or any other transfer, whether voluntary or by operation of law, will be void and of no force and effect, except that this Agreement may be assigned to by the Company to any successor in interest to the business of the Company. This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors, affiliates and any person or other entity that succeeds to all or substantially all of the business, assets or property of the Company. This Agreement and all of Edinburg’s rights hereunder shall inure to the benefit of and be enforceable by Edinburg’s heirs and estate.

(e) No Conflict; Governing Law. Each party represents that the performance of terms of this Agreement will not result in a breach of, or constitute a conflict with, any other agreement or obligation of that party. This Agreement is made in, governed by, and is to be construed and enforced in accordance with the internal laws of the State of New York, including Section 5-1401 of the General Obligations Law but without otherwise giving effect to principles of conflicts of law. Edinburg agrees that any legal action or proceeding brought under or in connection with this Agreement or Edinburg’s employment may be initiated and maintained in a state or federal court serving the State of New York.

(f) Code Section 409A. The intent of the parties is that payments and benefits under this Agreement shall comply with or be exempt from Internal Revenue Code Section 409A and applicable guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on Edinburg by Code Section 409A or any damages for failing to comply with Code Section 409A. To the extent any taxable expense reimbursement or in-kind benefits under this Agreement is subject to Code Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which Edinburg incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. Notwithstanding any provisions of this Agreement to the contrary, if Edinburg is a “specified employee” (within the meaning of Code Section 409A and determined pursuant to any policies adopted by the Company consistent with Code Section 409A), at the time of Edinburg’s separation from service and if any portion of the payments or benefits to be received by Edinburg upon separation from service would be considered deferred compensation under Code Section 409A and cannot be paid or provided to Edinburg without Edinburg incurring taxes, interest or penalties under Code Section 409A, amounts that would otherwise be payable pursuant to this Agreement and benefits that would otherwise be provided pursuant to this Agreement, in each case, during the six-month period immediately following Edinburg’s separation from service will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date of Edinburg’s separation from service or (ii) Edinburg’s death. For purposes of this Agreement, the right to a series of installment payments shall be treated as the right to a series of separate payments and shall not be treated as a right to a single payment.

6. Protected Disclosures.

Nothing in this Agreement or in any other document, agreement or policy relating to Edinburg’s service with or employment by the Company prohibits or restricts Edinburg or the Company from disclosing relevant and necessary information or documents in any action, investigation or proceeding relating to Edinburg’s service with the Company, or initiating communications directly with, cooperating with, providing relevant information to, testifying before, or otherwise assisting in an investigation or proceeding by any governmental or regulatory body; provided that, if and to the extent permitted by law, upon receipt of any

subpoena, court order or other legal process compelling the disclosure of any such information or documents, Edinburg shall give prompt written notice to the Company to permit the Company to protect its interests in confidentiality to the fullest extent possible.

7. Notices

All notices and other communications hereunder shall be in writing. Any notice or other communication hereunder shall be deemed duly given if it is sent by first class mail, registered or certified mail or email and (x) addressed to the Company at:

Sunlight Financial Holdings Inc.
234 w. 39th Street, 7th Floor

New York, New York 10018

Email: notices@sunlightfinancial.com

Attention: General Counsel

Or (y) addressed to Edinburg at:

Barry Edinburg

8. Counterpart Agreements

This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.

9. Captions and Headings

The captions and headings are for convenience of reference only and shall not be used to construe the terms or meaning of any provisions of this Agreement.

(signatures on following page)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

SUNLIGHT FINANCIAL HOLDINGS INC. (and each of its subsidiaries and affiliates)

/s/ Matthew Potere____________________
By: Matthew Potere
Title: Chief Executive Officer

/s/ Barry Edinburg____________________

Barry Edinburg

Attachment A

Release Agreement

[Attach a copy]

Exhibit 10.4

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Rodney Yoder (the "Executive"), effective as of April 1, 2022 (the "Effective Date").

WHEREAS, the Company desires to employ the Executive as its Chief Financial Officer, and enter into employment terms pursuant to the terms and conditions of this Agreement; and

WHEREAS, the Parent desires to employ the Executive as its Chief Financial Officer, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Parent and the Executive hereby agree as follows:

1.Employment and Duties.

(a)General. The Executive shall serve as the Chief Financial Officer of the Company, reporting to its Chief Executive Officer, and as the Chief Financial Officer of the Parent, reporting to its Chief Executive Officer. The Executive shall have such duties and responsibilities, commensurate with the Executive’s position, as may be reasonably assigned to the Executive from time to time by the Chief Executive Officer. The Executive shall perform his or her duties and responsibilities hereunder to the best of his or her abilities and in a diligent, trustworthy, businesslike and efficient manner. The Executive shall spend 50% of his work time at the Company’s principal offices in New York, NY or Charlotte, NC; provided, however, that the Executive may perform his or her duties from a location of his or her choosing during the time the Company offices are closed or only open on a voluntary basis due to the COVID-19 pandemic, provided he or she has the prior written consent of the Chief Executive Officer.

(b)Exclusive Services. For so long as the Executive is employed by the Company and/or the Parent (collectively, the "Employer"), the Executive shall devote the Executive’s full business attention to the Executive’s duties hereunder, shall faithfully serve the Company, shall in all respects conform to and comply with the lawful, reasonable and good faith directions and instructions given to the Executive by the Chief Executive Officer, and shall use the Executive’s reasonable best efforts to promote and serve the interests of the Employer. Further, unless the Company Board or the Parent Board consents in writing, the Executive shall not, directly or indirectly, render services to any other person or organization or otherwise engage in activities that would interfere with the Executive’s faithful performance of the Executive’s duties hereunder. Notwithstanding the foregoing, the Executive may (i) serve on one for profit corporate board, provided that serving on such corporate board meets all requirements of the Employer's code of ethics, and the Executive receives prior written permission from the Company Board or the Parent Board; and (ii) serve on corporate, civic, children sports organization or charitable boards or engage in charitable activities without remuneration therefor, provided that such activity as described in subsections (i) and (ii) do not contravene the first sentence of this Section 1(b).

(c)Dodd-Frank Act, Sarbanes-Oxley and Other Applicable Policies. The Executive agrees (i) to abide by any anti-hedging, anti-pledging, stock ownership, or other policy applicable to executives of the Employer and its affiliates that is hereafter adopted by the Parent Board or a duly authorized committee thereof; (ii) that any such cash- or equity-based incentive compensation granted on or after the Effective Date will be subject to any compensation recovery or recoupment policy applicable to executives of the Employer and its affiliates that is hereafter adopted by the Parent Board or a duly authorized committee thereof to adhere to the intent of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), or other applicable law, as advised to the Parent Board in a written opinion (including via e-mail correspondence) of the Parent's legal counsel; and (iii) that the terms and conditions of this Agreement shall be deemed automatically and unilaterally amended to the minimum extent necessary to ensure compliance by the Executive and this Agreement with such policies, the Dodd-Frank Act, Sarbanes-Oxley, and any other applicable law.

2.Term of Employment. The Executive’s employment shall be covered by the terms of this Agreement, effective as of the Effective Date, and shall continue until terminated in accordance with the terms of this Agreement (the "Term").

3.Compensation and Benefits. Subject to the provisions of this Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Term as compensation for services rendered hereunder:

(a)Base Salary. The Company shall pay to the Executive an annual salary (the "Base Salary") at the rate of $325,000.00, payable in substantially equal installments at such intervals as may be determined by the Company in accordance with the Company’s then-current ordinary payroll practices as established from time to time and applicable to other senior executives of the Employer. The Base Salary shall be reviewed in good faith by the Compensation Committee of the Parent Board (the "Committee"), or in the absence thereof, the Parent Board, based upon the Executive’s performance, not less often than annually. To the extent Base Salary is increased, then the defined term "Base Salary" shall also be increased by the same amount for all purposes of this Agreement.

(b)Annual Bonus. For each calendar year during the Term, the Executive shall be eligible to earn a performance-based cash bonus pursuant to the Company's or Parent's annual bonus plan as then in effect, with a target of seventy-seven percent (77%) of the Executive's Base Salary (the "Annual Target Bonus"), which for calendar year 2022 shall be measured against the criteria set forth on Attachment 1, with an actual bonus payout that may be lower or higher than the Annual Target Bonus. The Employer will update Attachment 1 on an annual basis to reflect the performance criteria established by the Parent Board or Committee for each subsequent calendar year during the Term. To the extent the performance criteria are satisfied, such bonus will be (i) considered earned as of December 31st of the calendar year to which the bonus is attributable (subject to the Executive's continued employment with the Employer through such date) and (ii) paid in the form of a lump sum cash payment no later than March 15th of the calendar year that immediately follows the calendar year to which the bonus relates.

(c)Annual Equity Awards. The Executive shall be eligible to receive annual equity awards from time to time (as determined in the sole discretion of the Committee), subject to the terms and conditions set forth in the applicable award agreement(s).

(d)Employee Benefits. The Executive shall be entitled to participate in all employee benefit arrangements that the Company or the Parent may offer to its executives of like status from time to time, and as may be amended from time to time.

(e)Paid Time Off. The Executive shall be entitled to unlimited paid time off per calendar year.

(f)Expenses. The Executive shall be entitled to reimbursement of business expenses that are incurred in the ordinary course of business, in accordance with the applicable expense reimbursement policies and procedures of the Employer as in effect from time to time.

(g)Indemnification. The Executive is a party to an Indemnity Agreement by and between the Executive and Sunlight Financial, Inc. dated the Effective Date (the "Indemnity Agreement"), which is hereby incorporated into this Agreement in its entirety and attached hereto as Exhibit A.

4.Rights Upon a Termination of the Executive’s Employment.

(a)Termination of Employment by the Employer for Cause or by the Executive Without Good Reason. If the Executive’s employment is terminated by the Employer for Cause, or the Executive voluntarily terminates the Executive’s employment without Good Reason, then the Executive shall receive only the following from the Employer: (i) any unpaid Base Salary accrued through the termination date; (ii) rights to elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") at the sole expense of the Executive; (iii) a lump sum payment for any previously unreimbursed business expenses incurred by the Executive on behalf of the Employer during the Term and submitted for reimbursement in accordance with applicable procedures of the Employer; (iv) amounts that are vested benefits under this Agreement or any other agreement, subject to the terms and conditions contained therein; and (v) except in the case of a termination for Cause, an Annual Bonus for any completed fiscal year to the extent then unpaid (collectively, such (i) through (iii) being the "Accrued Rights"). The Executive acknowledges that he or she is entitled to unlimited paid time off subject to the terms described in this Agreement, as a result none of such paid time off is "accrued" for purposes of this Agreement, and to the extent any such paid time off is accrued for purposes of applicable law, the Executive hereby waives any right at law to payment for such accrued but unused paid time off.

(i)For purposes of this Agreement, the term "Cause" shall mean a termination by the Employer of the Executive’s employment because of: (A) any act or omission that constitutes a willful and material breach by the Executive of any of the Executive’s obligations under any material term or provision of this Agreement; (B) the Executive’s conviction of (or

indictment for), or plea of nolo contendere to, (1) any felony or (2) another crime involving dishonesty or moral turpitude or that would otherwise reasonably be expected to materially and demonstrably impair or impede the Employer's operations; (C) the Executive’s engaging in any gross negligence, violence or threat of violence, fraud, theft or embezzlement (including any violation of federal securities laws); (D) the Executive’s willful breach of a material written policy of the Employer that has been previously provided to the Executive or the rules of any governmental or regulatory body applicable to the Employer that, in either such case, is (or reasonably could be) materially and demonstrably injurious to the Employer; or

(E) the Executive’s willful and repeated refusal to follow the lawful directions of the Chief Executive Officer, the Company Board or the Parent Board; or (F) any other willful misconduct or breach of fiduciary duty by the Executive which is (or reasonably could be) materially injurious to the financial condition, operations or business reputation of the Employer or any of its subsidiaries or affiliates. Notwithstanding anything in this Section 4(a)(i), no event or condition described in Sections 4(a)(i)(A), (C), (D), (E) or (F) shall constitute Cause unless (x) within ninety

(90) days from the Parent Board first acquiring actual knowledge of the existence of the Cause condition (provided however, the Parent Board's incurrence of actual knowledge shall be deemed delayed for ninety (90) days if the Parent Board is conducting an internal investigation of facts that could reasonably give rise to a Cause condition), the Parent Board provides the Executive written notice (in accordance with Section 4(g), below) of its intention to terminate the Executive’s employment for Cause and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Executive within thirty (30) days of the Executive’s receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty-day (30) period, the Executive has not taken all reasonable steps within such thirty-day

(30) period to correct such grounds as promptly as practicable thereafter); and (z) the Parent Board terminates the Executive’s employment with the Employer immediately following expiration of such thirty-day (30) period. For purposes of this Section 4(a)(i), any attempt by the Executive to correct a stated Cause shall not be deemed an admission by the Executive that the Parent Board’s assertion of Cause is valid. Notwithstanding anything in this Agreement to the contrary, if the Executive’s employment with the Employer is terminated without Cause, the Parent Board shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior termination for Cause if such after-acquired evidences supports such an action. No act or omission shall be considered "willful" if it is done based on advice of counsel or with the consent or approval of the Parent Board or the Company Board or the Chief Executive Officer of the Parent.

(i)For purposes of this Agreement, the term "Good Reason" shall mean a voluntary termination by the Executive of the Executive’s employment because of: (A) a material diminution in the Executive’s Base Salary or Target Bonus; provided however, that prior to a Change in Control any diminution in the Executive's Base Salary shall not be considered a material diminution to the extent the amount of diminution, when stated as a percentage, is applied uniformly among all similarly-situated employees of the Employer and does not represent more than a twenty percent (20%) diminution of Base Salary; (B) a material diminution in the nature or scope of the Executive’s authority, duties, or responsibilities from those applicable to the Executive as of immediately following the Effective Date or thereafter increased; (C) a diminution of the Executive's title or change of the reporting relationship of the Executive to other than the Chief Executive Officer of the Parent and the Company; or (D) a material breach by the Employer of any term or provision of this Agreement, which shall include a failure by any acquiring entity

or successor to the Employer in a Change in Control (as defined below) to assume this Agreement in its entirety as of consummation of such Change in Control. No event or condition described in this Section 4 shall constitute Good Reason unless, (w) such event or condition arose without the Executive's written (including via e-mail or text message) consent; (x) within ninety (90) days from the Executive first acquiring actual knowledge of the existence of the Good Reason condition described in this Section 4(a)(ii), the Executive provides the Parent Board written notice (in accordance with Section 4(g), below) of the Executive’s intention to terminate the Executive’s employment for Good Reason and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Parent Board within thirty (30) days of the Parent Board’s receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty-day (30) period, the Parent Board has not taken all reasonable steps within such thirty-day (30) period to correct such grounds as promptly as practicable thereafter); and (z) the Executive terminates the Executive’s employment with the Employer immediately following expiration of such thirty-day (30) period. For purposes of this Section 4(a)(ii), any attempt by the Parent Board to correct a stated Good Reason shall not be deemed an admission by the Parent Board that the Executive’s assertion of Good Reason is valid.

(b)Termination of Employment by the Employer without Cause or by the Executive for Good Reason Not in Connection with a Change In Control. If the Executive’s employment is terminated by the Employer without Cause or by the Executive for Good Reason, in either case, other than within the twenty-four (24)-month period following a Change in Control and the twelve (12)-month period immediately preceding a Change in Control, (the "Protection Period"), then the Executive shall receive the following from the Employer: (i) the Accrued Rights, (ii) an amount equal to 1.5 times the Executive’s Base Salary, (iii) an amount equal to 1.5 times the Executive's Annual Target Bonus; (iv) a twelve (12)-month post-termination exercise period with respect to any vested stock options and stock appreciation rights (or, if shorter, the remainder of the full term); and (v) an amount equal to the monthly premium payment to continue the Executive’s (and the Executive’s family members who were participants in the group health, dental and vision plans immediately prior to the Executive's termination) existing group health, dental coverage and vision, calculated under the applicable provisions of COBRA, and calculated without regard to whether the Executive actually elects such continuation coverage, for the eighteen (18)-month period following the date of the termination of employment (the "COBRA Benefits") (collectively, (ii) through (v) being the "Involuntary Termination Severance Benefits"). The cash-based portion of the Accrued Rights shall be paid to the Executive within two weeks from such employment termination. The cash-based portion of the Involuntary Termination Severance Benefits shall be paid to the Executive in equal monthly installments over a eighteen (18) month period, provided that, except in the case of the Accrued Rights, the Executive has timely signed (and not revoked) the Waiver and Release set forth in Section 4(g) of this Agreement.

(i)For purposes of this Agreement, the term "Change in Control" shall mean the consummation of any of the following events, as determined in the good faith and reasonable discretion of the Parent Board:

(A)Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the

Employer or any affiliate, or (y) any corporation owned, directly or indirectly, by the shareholders of the Parent in substantially the same proportions as their ownership of the Parent's common stock becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Parent representing fifty percent (50%) or more of the total voting power represented by the Parent's then outstanding voting securities;

(B)A change in the composition of the Parent Board during any twelve (12) consecutive month period the result of which fewer than a majority of the members of the Parent Board are Incumbent Directors. For this purpose, "Incumbent Directors" are members of the Parent Board who are elected, or nominated for election, to the Parent Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but does not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of members of the Parent Board to the Parent);

(C)A reorganization, merger, statutory share exchange, acquisition, consolidation or similar corporate transaction involving the Parent or any of its affiliates, a sale or other disposition of the assets of the Parent or an acquisition of assets or stock of another entity by the Parent or any of its affiliates (each, a "Business Combination"), in each case, unless, following such Business Combination, (x) all or substantially all of the individuals and entities that were the beneficial owners of the voting securities of the Company outstanding immediately prior thereto continue to own (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Parent or such surviving entity or its parent outstanding immediately after such Business Combination and (y) at least a majority of the members of the board of directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Parent Board providing for such Business Combination; or

(D)Approval of the shareholders of the Company of a complete liquidation or dissolution of the Company.

(c)Certain Termination of Employment Related to a Change in Control. If the Executive’s employment is terminated by the Employer without Cause during the Protection Period, or by the Executive for Good Reason during the Protection Period, then the Executive shall receive the following from the Employer: (i) the Accrued Rights, (ii) an amount equal to 2.0 times the Executive’s Base Salary, (iii) an amount equal to 2.0 times the Executive’s annual cash bonus paid to him or her with respect to the calendar year immediately preceding the calendar year within which the Executive's employment was terminated (and if the bonus for such preceding calendar year had not yet been paid as of such termination of employment, then an amount equal to the Annual Target Bonus for such preceding calendar year), (iv) full and immediate vesting of all equity awards, equity-based awards and other long-term incentives (with any performance-based awards to vest at the greater of target or actual performance); (v) a thirty (30)-month post- termination exercise period with respect to any stock options and stock appreciation rights (or, if shorter, the remainder of the full term); and (vi) the COBRA Benefits (collectively, (ii) through

(vi) being the "Change in Control Severance Benefits"). The cash-based portion of the Accrued

Rights shall be paid to the Executive within two (2) weeks from such employment termination. The cash-based portion of the Change in Control Severance Benefits shall be paid to the Executive either in a lump sum payment or in installments as follows: (i) if the foregoing employment termination occurs within the twenty-four (24)-month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in the form of a lump sum, and (ii) if the foregoing employment termination occurs within the Protection Period but not within the twenty-four (24)-month period immediately following such Change in Control, then the cash portion of the Change in Control Severance Benefits shall be paid in equal monthly installments over a twenty-four (24)-month period; provided that, except in the case of the Accrued Rights, the Executive has timely signed (and not revoked) the Waiver and Release set forth in Section 4(g) of this Agreement.

(d)Death; Disability. In the event of a termination of the Executive’s employment upon the Executive’s death or Disability, then the Executive (or his estate or beneficiaries) shall receive the following from the Employer: (i) the Accrued Rights; (ii) a lump sum amount equal to the product of (x) the Annual Target Bonus and (y) a fraction, the numerator of which is the number of days from January 1 through the date of termination and the denominator of which is 365; (iii) the COBRA Benefits; and (iv) a thirty (30)-month post-termination exercise period with respect to any vested stock options and stock appreciation rights (or, if shorter, the remainder of the full term). For purposes of this Agreement, the term "Disability" shall mean (A) as such term (or substantially similar term) is defined within a disability insurance program that is sponsored by the Employer or the Company, or if no such definition exists or the Executive is not covered by such a program, then (B) Disability means: (1) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (2) the Social Security Administration has determined the Executive to be disabled.

(e)No Continued Benefits Following Termination. Unless otherwise specifically provided in this Agreement or contemplated by another agreement between the Executive and the Employer, or as otherwise required by law, all compensation, equity plans, and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive’s employment with the Employer under the terms of this Agreement.

(f)Resignation from Directorships, Officerships and Fiduciary Titles. The termination of the Executive’s employment for any reason shall constitute the Executive’s immediate resignation from (i) any officer or employee position the Executive has with the Employer, unless mutually agreed upon by the Executive and the Parent Board; (ii) any position on the Company Board and the Parent Board; and (iii) all fiduciary positions (including as a trustee) the Executive holds with respect to any employee benefit plans or trusts established by the Employer. The Executive agrees that this Agreement shall serve as written notice of resignation in this circumstance.

(g)Waiver and Release. Notwithstanding any other provisions of this Agreement to the contrary, the Employer shall not make or provide the Involuntary Termination Severance Benefits or the Change in Control Severance Benefits (collectively, the "Severance

Benefits") under this Section 4, unless the Executive timely executes and delivers to the Employer a general release (which shall be provided by the Employer not later than five (5) business days from the date on which the Executive’s employment is terminated and be substantially in the form attached hereto as Exhibit B, the "Waiver and Release"), and such Waiver and Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty

(60) calendar days after the date of termination. If the requirements of this Section 4(g) are not satisfied by the Executive (or the Executive’s estate or legally appointed personal representative), then no Severance Benefits shall be due to the Executive (or the Executive’s estate) pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, the Severance Benefits shall not be paid until the first scheduled payment date following the date the Waiver and Release is executed and no longer subject to revocation; provided, that if the period during which the Executive has discretion to execute or revoke the Waiver and Release straddles two (2) calendar years, then the Severance Benefits shall be paid or commence being paid, as applicable, in the second calendar year, with the first such payment being in an amount equal to the total amount to which the Executive would otherwise have been entitled during the period following the date of termination if such deferral had not been required.

(h)Notice of Termination. Other than in the event of the Executive's termination as a result of his or her death, any termination of employment by the Employer or the Executive shall be communicated by a written "Notice of Termination" to the other party hereto given in accordance with Section 8(l) of this Agreement. In the event of a termination by the Employer for Cause or by the Executive for Good Reason, the Notice of Termination shall

(i)indicate the specific termination provision in this Agreement relied upon, (ii) set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) specify the date of termination. The failure by the Executive or the Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Employer's rights hereunder.

(i)Mitigation/Offset. The Executive will not be required to seek other employment or take other action to mitigate any payments contemplated by this Agreement. Following a Change in Control: (i) the Employer shall pay as incurred (within ten (10) days following the Employer’s receipt of an invoice from the Executive), to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Employer, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, interest on any delayed payment at the applicable federal rate provided for in Code Section 7872(f)(2)(A); and (ii) except as required by Section 1(c) of this Agreement, neither the Employer's obligation to make the payments or provide the benefits contemplated by Section 4 of this Agreement nor the Employer's obligation to perform its obligations hereunder shall be affected by any set off, counterclaim, recoupment, defense or other claim, right or action that the Employer may have against the Executive others.

5.Restrictive Covenants. As a condition to continued employment, the Executive shall execute the Inventions Assignment, Non-Competition, Non-Solicitation and Confidentiality Agreement attached hereto as Exhibit C (the "Restrictive Covenants"). Any breach (or threatened breach) by the Executive of the Executive’s obligations under the Restrictive Covenants, as determined by the Parent Board in its reasonable discretion, shall constitute a material breach of this Agreement.

6.Section 280G Payments. Notwithstanding anything in this Agreement to the contrary, if the Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from the Employer or any other person, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Employer and/or such person(s) will be $1,000.00 less than three (3) times the Executive’s "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better "net after-tax position" to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or law firm of national reputation that is selected for this purpose by the Parent prior to the change in control; provided, however, that neither the Company's outside auditor nor any person or entity performing services for the acquirer is permitted to provide such services (such permitted accounting firm or law firm being, the "280G Firm"). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the Code, the 280G Firm or the Parent shall take into account the value of any services to be rendered by the Executive (including any non-competition or similar covenants) and may retain the services of an independent valuation expert to value such services. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Employer (or its affiliates) used in determining if a "parachute payment" exists, exceeds $1,000.00 less than three

(3) times the Executive’s base amount, then the Executive shall immediately repay such excess to the Employer upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Employer to be responsible for, or have any liability or obligation with respect to, the Executive’s excise tax liabilities under Section 4999 of the Code. All determinations under this Section 6 shall be made by the 280G Firm and shall be binding on the Parent and its successors.

7.Section 409A of the Code. This Agreement is intended to either avoid the application of, or comply with, Section 409A of the Code. To that end this Agreement shall at all

times be interpreted in a manner that is consistent with Section 409A of the Code. Notwithstanding any other provision in this Agreement to the contrary, the Employer shall have the right, with advance notice to the Executive, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as is minimally necessary for this Agreement to comply with Section 409A of the Code. Further:

(a)Any reimbursement of any costs and expenses by the Employer to the Executive under this Agreement shall be made by the Employer in no event later than the close of the Executive’s taxable year following the taxable year in which the cost or expense is incurred by the Executive. The expenses incurred by the Executive in any calendar year that are eligible for reimbursement under this Agreement shall not affect the expenses incurred by the Executive in any other calendar year that are eligible for reimbursement hereunder and the Executive’s right to receive any reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit.

(b)Any payment following a separation from service that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a "specified employee" (as defined under Section 409A(a)(2)(B)(i) of the Code) shall be made on the first to occur of (i) ten (10) days after the expiration of the six-month (6) period following such separation from service, (ii) death, or (iii) such earlier date that complies with Section 409A of the Code.

(c)Each payment that the Executive may receive under this Agreement shall be treated as a "separate payment" for purposes of Section 409A of the Code.

(d)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A of the Code and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," or like terms shall mean "separation from service."

8.Miscellaneous.

(a)Defense of Claims. The Executive agrees that, during and following the Term, upon request from the Employer, the Executive will cooperate with the Employer in the defense of any claims or actions that may be made by or against the Employer that affect the Executive’s prior areas of responsibility, except if the Executive’s reasonable interests are adverse to the Employer in such claim or action. The Employer agrees to promptly reimburse the Executive for all of the Executive’s reasonable legal fees (including fees of one independent counsel to represent the Executive and all costs and expenses incurred by such counsel), travel and other direct expenses incurred, or to be reasonably incurred – and, if the Executive is no longer employed with the Employer, to compensate the Executive (at a pro rata hourly rate calculated based on the Executive’s Base Salary and Target Bonus, assuming a 2,000 hour year) for the Executive’s time – to comply with the Executive’s obligations under this Section 8(a). Such

services shall take into account Executive's other professional and personal obligations, and shall not extend beyond the second anniversary of Executive's termination of employment.

(b)Non-Disparagement. The Executive agrees that at no time during or after the termination of the Executive’s employment shall the Executive make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation, business or character of the Employer or its affiliates or any of its respective directors, officers or employees. Additionally, the Parent Board and the Company Board agree to instruct each board member, including the key employees of the Parent and the Company, to not make, or cause or assist any other person to make, any statement or other communication to any third party which impugns or attacks, or is otherwise critical of, the reputation or character of the Executive.

(c)Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan or agreement which provides otherwise, shall be paid in cash from the general funds of the Employer, and no special or separate fund shall be established, and no other segregation of assets shall be made, to assure payment. The Executive shall have no right, title or interest whatsoever in or to any investments which the Employer may make to aid the Employer in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Employer hereunder, such right shall be no greater than the right of an unsecured creditor of the Employer.

(d)Amendment, Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

(e)Entire Agreement. This Agreement, the Exhibits attached hereto, and the agreements specifically incorporated herein are the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, including without limitation, the Employment Agreement by and between the Executive and Sunlight Financial LLC effective on June 13, 2016, all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

(f)Governing Law/Venue. This Agreement shall be performable, governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of Delaware, for the purposes of any proceeding arising out of or based upon this Agreement. Except as otherwise required by law or legal process, in the event of a dispute between the parties under this Agreement, the parties hereto agree to enter non-binding mediation in good faith prior to initiating a lawsuit or other legal action.

(g)No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(h)Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(i)No Assignment. Neither this Agreement nor any of the Executive’s rights and duties hereunder, shall be assignable or delegable by the Executive. Any purported assignment or delegation by the Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Employer to a person or entity which is a successor in interest to substantially all of the business operations of the Employer. Upon such assignment, the rights and obligations of the Employer hereunder shall become the rights and obligations of such successor person or entity. The Employer shall cause any successors to all or substantially all of its assets to expressly assume this Agreement.

(j)Successors; Binding Agreement. Upon the death of the Executive, this Agreement shall be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and/or legatees.

(k)Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three (3) days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Employer: Board of Directors

Sunlight Financial Holdings Inc. 101 N. Tryon Street, Suite 1000 Charlotte, North Carolina 28246

Attn: Notices@SunlightFinancial.com

With a Copy to: Hunton Andrews Kurth LLP 600 Travis Street, Suite 4200

Houston, Texas 77002 Attn: Michael O'Leary

If to the Executive: Rodney Yoder

(l)Withholding of Taxes. The Employer may withhold from any amounts or benefits payable under this Agreement all taxes it may be required to withhold pursuant to any applicable law or regulation.

(m)Headings. The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit or interpret the scope of this Agreement or of any particular section.

(n)Construction. Whenever the context so requires herein, the masculine shall include the feminine and neuter, and the singular shall include the plural. The words "includes" and "including" as used in this Agreement shall be deemed to be followed by the phrase "without limitation." The word "or" is not exclusive.

(o)Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(p)Survival. This Agreement shall terminate upon the termination of employment of the Executive; however, the following shall survive the termination of the Executive’s employment and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination: Section 3(g) ("Indemnification") and its corresponding Exhibit A, Section 4 ("Rights Upon a Termination of the Executive’s Employment") and its corresponding Exhibit B, Section 5 ("Restrictive Covenants") and its corresponding Exhibit C, Section 8(a) ("Defense of Claims"), Section 8(b) ("Non-Disparagement"), Section 8(e) ("Entire Agreement"), Section 8(f) ("Governing Law/Venue"), Section 8(j) ("Successors/Binding Agreement"), and Section 8(k) ("Notices").

[SIGNATURES ON NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the Effective Date.

SUNLIGHT FINANCIAL HOLDINGS INC. EXECUTIVE

By: /s/ Matthew Potere Signature: /s/ Rodney Yoder

Name: Matthew Potere Print Name: Rodney Yoder

Title: Chief Executive Officer Dated: 3/17/2021

Dated: 3/29/2021

SUNLIGHT FINANCIAL LLC

By: /s/ Matthew Potere

Name: Matthew Potere

Title: Chief Executive Officer Dated: 3/29/2021

Page 14 of 15

ATTACHMENT 1

SUNLIGHT FINANCIAL HOLDINGS INC. ANNUAL BONUS PERFORMANCE CRITERIA

Pursuant to Section 3(b) of the employment agreement entered into by and between Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent"), Sunlight Financial LLC (the "Company"), and Rodney Yoder (the "Executive"), effective as of July 9, 2021 (the "Effective Date"), the performance criteria for the Executive’s annual bonus for fiscal year ending December 31, 2022 will be as set by the Chief Executive Officer in consultation with Parent Compensation Committee.

EXHIBIT A

SUNLIGHT FINANCIAL HOLDINGS INC. INDEMNITY AGREEMENT

This Indemnity Agreement is pursuant to Section 3(g) of the employment agreement entered into by and between Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent"), Sunlight Financial LLC, a Delaware limited liability company (the "Company"), and Rodney Yoder (the "Executive"), effective as of April 1, 2022 (the "Effective Date").

[Attach a copy]

EXHIBIT B

SUNLIGHT FINANCIAL HOLDINGS INC. WAIVER AND RELEASE

This Waiver and Release is pursuant to Section 4(g) of the employment agreement entered into by and between Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent"), Sunlight Financial LLC, a Delaware limited liability company (the "Company"), and Rodney Yoder (the "Executive"), effective as of April 1, 2021 (the "Effective Date").

[Attach a copy]

EXHIBIT C

SUNLIGHT FINANCIAL HOLDINGS INC. RESTRICTIVE COVENANTS AGREEMENT

This Inventions Assignment, Non-Competition, Non-Solicitation, and Confidentiality Agreement is pursuant to Section 5 of the employment agreement entered into by and between Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent"), Sunlight Financial LLC, a Delaware limited liability company (the "Company"), and Rodney Yoder (the "Executive"), effective as of April 1, 2021 (the "Effective Date").

[Attach a copy]

Exhibit 10.5

DIRECTOR FEE AGREEMENT

This Director Fee Agreement (the “Agreement”) is made and entered into by and among Emil W. Henry, Jr. (the “Director”), Tiger Infrastructure Partners LP, a Delaware limited partnership (“Tiger”), and Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), effective as of March 29, 2022.

WHEREAS, in connection with the Director’s service on the board of directors (the “Board”) of the Company, the Company desires to memorialize in writing its existing agreement to compensate the Director for such service on the Board, pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1.Compensation. In exchange for the Director’s service on the Board, the Company shall pay to Tiger cash equal to the sum of: a) the annual cash compensation otherwise payable to non-employee members of the Board for their participation on the Board during the covered year, plus (b) cash equal to the fair market value of the equity award that is otherwise payable to the non-employee members of the Board for their participation on the Board for the covered year, valued as of and payable after the applicable vesting date, or as otherwise provided in the then current outside director compensation policy with approval of the Compensation Committee or such other committee vested with such authority by the Board.

2.Amendment, Waiver. This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by all parties hereto. The waiver by any party of compliance with any provision of this Agreement by the other party or parties shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

3.Entire Agreement. This Agreement, together with the Investors Rights Agreement, dated as of July 9, 2021, by and among the Company, Spartan Acquisition Sponsor II LLC, FTV V, L.P., Tiger Infrastructure Partners Sunlight Feeder LP, Tiger Infrastructure Partners Co-Invest B LP and the other parties thereto, and the Indemnity Agreement, dated as of July 9, 2021, by and between the Director and the Company, constitute the entire agreement and understanding of the parties hereto with respect to the matters covered herein and supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, including without limitation all such other negotiations, commitments, agreements and writings shall have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing shall have no further rights or obligations thereunder.

4.Governing Law/Venue. This Agreement shall be performable, governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in the State of Delaware, for the purposes of any proceeding arising out of or based upon this Agreement. Except as otherwise required by law or legal process, in the event of a dispute between the parties under this Agreement, the parties hereto agree to enter non-binding mediation in good faith prior to initiating a lawsuit or other legal action.

5.Withholding of Taxes. The Company may withhold from any amounts or benefits payable under this Agreement all taxes it may be required to withhold pursuant to any applicable law or regulation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


			SUNLIGHT FINANCIAL HOLDINGS INC.
			By: /s/ Matthew Potere__________________ Name: Matthew Potere Title: Chief Executive Officer
DIRECTOR
Signature: /s/ Emil W. Henry, Jr.___________ Print Name: Emil W. Henry, Jr.


TIGER INFRASTRUCTURE PARTNERS LP
By: Emil Henry III LLC, its general partner
By: Henry Tiger Holdings 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

Exhibit 10.6

DIRECTOR FEE AGREEMENT

This Director Fee Agreement (the “Agreement”) is made and entered into by and among Brad Bernstein (the “Director”), FTV Management Company, L.P., a Delaware limited partnership (“FTV”), and Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), effective as of March 29, 2022.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1.Compensation. In exchange for the Director’s service on the Board, the Company shall pay to FTV cash equal to the sum of: a) the annual cash compensation otherwise payable to non-employee members of the Board for their participation on the Board during the covered year, plus (b) cash equal to the fair market value of the equity award that is otherwise payable to the non-employee members of the Board for their participation on the Board for the covered year, valued as of and payable after the applicable vesting date, or as otherwise provided in the then current outside director compensation policy with approval of the Compensation Committee or such other committee vested with such authority by the Board.

5.Withholding of Taxes. The Company may withhold from any amounts or benefits payable under this Agreement all taxes it may be required to withhold pursuant to any applicable law or regulation.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


			SUNLIGHT FINANCIAL HOLDINGS INC.
			By: /s/ Matthew Potere Name: Matthew Potere Title: Chief Executive Officer
DIRECTOR
Signature: /s/ Brad Bernstein Print Name: Brad Bernstein
FTV MANAGEMENT COMPANY, L.P.
By: FTV Management Company GP, L.L.C., its General Partner
By: /s/ David Haynes Name: David Haynes Title: Managing Member

Exhibit 99.1

Sunlight Financial Reports Fourth Quarter and Full-Year 2021 Results

- 2021 Funded Loan Volume up 72% to $2.5 Billion -

- 2021 Total Revenue up 73% to $120.6 Million -

- GAAP Net Loss in 2021 of $(241.0) Million -

- 2021 Adjusted EBITDA up 121% to $52.9 Million -

NEW YORK, N.Y. and CHARLOTTE, N.C. – March 29, 2022 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, "Sunlight" or the “Company”) (NYSE: SUNL), a premier, technology-enabled point-of-sale financing company, today provided financial results for the fourth quarter and full year ended December 31, 2021.

“2021 was a momentous year for Sunlight Financial as we delivered outstanding year-over-year growth," said Matt Potere, Chief Executive Officer of Sunlight. "Despite various challenges in the residential solar space and broader market, we executed on our growth plan, adding 433 new contractors, facilitating loans for 70,938 borrowers, and growing average solar loan balances to $41,983 by the end of the year. We also leveraged our strong capital provider relationships to improve our platform fee margins, leading to significant improvement in the second half of the year and resulting in a Total Platform Fee Percentage of 5.3% in the fourth quarter of 2021."

"In 2022, we will build on our success by focusing on the pillars that make Sunlight a leading point-of-sale finance platform," added Potere. "Sunlight's industry-leading credit quality earns the trust of capital providers, increasing our access to attractive and low-cost capital, ultimately enabling us to offer attractive pricing and diverse products to our contractors. This virtuous cycle drives our scalable, capital-light, cash-generative business model and positions Sunlight for continued success this year and for years to come."

Full-Year 2021 Key Financial Metrics

•Total Funded Loans of $2.5 billion, up 72% from the prior year

•Total Revenue of $120.6 million, a 73% increase from the prior year

•GAAP Net Loss of $(241.0) million, relative to GAAP Net Income of $10.6 million in the prior year, driven by non-cash business combination-related accounting and a material write-down in the fourth quarter of business combination-related goodwill

•Adjusted EBITDA of $52.9 million, a 121% increase from $24.0 million in the prior year

•Adjusted EBITDA Margin of 43.9%, up materially from 34.4% in the prior year

•Total Platform Fee Percentage of 4.4% and Solar Direct Channel Platform Fee Margin of 5.1% compared with 4.7% and 5.3%, respectively, in the prior year

•Free Cash Flow of $44.3 million and a 84% Adjusted EBITDA to Free Cash Flow conversion rate, relative to Free Cash Flow of $9.0 million and a 37.6% conversion rate in the prior year

•Cash and cash equivalents at December 31, 2021, of $91.9 million, relative to $49.6 million at December 31, 2020

Fourth Quarter 2021 Key Financial Metrics

•Total Funded Loans of $638 million, compared with $636 million in the prior-year period

•Total Revenue of $36.6 million, a 27% increase from the prior-year period

•GAAP Net Loss of $(226.7) million, relative to GAAP Net Income of $7.3 million in the prior-year period, driven by non-cash business combination-related accounting and a material write-down of business combination-related goodwill in the fourth quarter of 2021

•Adjusted EBITDA of $18.5 million, an 18% increase from $15.7 million in the prior-year period

•Adjusted EBITDA Margin of 50.6% compared with 54.4% from the prior-year period

•Total Platform Fee Margin of 5.3% (up from 4.8% in the prior-year period) and Solar Direct Channel Platform Fee Margin of 5.7% (up from 4.9% in the prior-year period)

A reconciliation between historical GAAP and non-GAAP information is provided in the tables below.

Full-Year 2022 Outlook

The company is initiating 2022 guidance ranges for the following key metrics:

▪Full-Year Funded Loan Volume of $2.9 - $3.1 billion

▪First Quarter 2022 Funded Loan Volume between $580 and $590 million

▪Full-Year Total Revenue of $145 - $155 million

▪Full-Year Adjusted EBITDA of $55 - $60 million

The company does not intend to regularly provide quarterly funded loan volume guidance but considers it useful for the first quarter of 2022 given the timing of this release and the impacts of normal seasonality, as well as the Omicron variant, on first quarter 2022 funded volume.

Conference Call Information

Sunlight will host a conference call and webcast to discuss its fourth quarter and full year 2021 financial and operational results and business outlook at 5:00 PM ET today, March 29, 2022. The conference call will be webcast live from the Company's investor relations website at ir.sunlightfinancial.com. A replay will be available on the investor relations website following the call.

Earnings Presentation

A supplemental earnings presentation is available at ir.sunlightfinancial.com. Additional information is available in the Form 10-K, which Sunlight filed with the SEC on March 29, 2022.

About Sunlight Financial

Sunlight is a premier, technology-enabled point-of-sale finance company. Sunlight partners with contractors nationwide to provide homeowners with financing for the installation of residential solar systems and other home improvements. Sunlight’s best-in-class technology and deep credit expertise simplify and streamline consumer finance, ensuring a fast and frictionless process for both contractors and homeowners. For more information, visit www.sunlightfinancial.com.

Media Contacts:

Investor Relations

Lucia Dempsey

investors@sunlightfinancial.com

888.315.0822

Public Relations

media@sunlightfinancial.com

Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements may generally be identified by the use of words such as “could,” “should,” “would,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “plan,” “continue,” or the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Sunlight disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. Sunlight cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Sunlight. Such risks and uncertainties include, among others: risks relating to the uncertainty of the projected operating and financial information with respect to Sunlight; risks related to Sunlight’s business and the timing of expected business milestones or results; global supply chain shortages, competition for skilled labor, and permitting delays; the effects of competition and regulatory risks, and the impacts of changes in legislation or regulations on Sunlight’s future business; the expiration, renewal, modification or replacement of the federal solar investment tax credit, rebates and other incentives; the effects of the COVID-19 pandemic on Sunlight’s business or future results; Sunlight’s ability to sustain profitability and to attract and retain its relationships with third parties, including Sunlight’s capital providers and solar contractors; changes in the retail prices of traditional utility generated electricity; the availability of solar panels, batteries and other components and raw materials; and such other risks and uncertainties discussed in the “Risk Factors” section of Sunlight’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 29, 2022, and other documents of Sunlight filed, or to be filed, with the SEC. Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Sunlight’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Non-GAAP Financial Measures

Some of the operating and financial information and data contained in this press release, such as Total Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and Free Cash Flow have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). Sunlight believes these non-GAAP measures of financial and business results provide useful information to management and the reader regarding certain financial and business trends relating to Sunlight’s financial condition and results of operations. Sunlight further believes that the use of these non-GAAP financial and business measures provides an additional tool for use in evaluating projected operating results and trends and in comparing Sunlight’s financial and operating measures with other similar companies, many of which present similar non-GAAP financial and operating measures to their investors and potential investors. While Adjusted EBITDA, in particular,

is relevant and widely used across industries and in the industries in which Sunlight participates, they may contain or exclude adjustments, exclusions and one-time items that third parties may or may not adjust for in connection with such measure, and such measure should not be considered an alternative to any GAAP measures in evaluating the profitability of an investment in, or whether to invest in or consummate a transaction involving, Sunlight. The principal limitation of the Adjusted EBITDA non-GAAP financial measure is that it excludes significant items of income and expense that are required by GAAP to be recorded in Sunlight’s financial statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgment by Sunlight’s management about which items of income and expense are excluded or included in determining this non-GAAP financial measure. The Adjusted EBITDA non-GAAP financial measure and other metrics used herein, including Adjusted EBITDA Margin, should not be relied on or considered an alternative to any GAAP measures or other measures related to the liquidity, financial condition or financial results of Sunlight. Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this release.

SUNLIGHT FINANCIAL HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS


dollars in thousands	December 31, 2021		December 31, 2020

Assets
Cash and cash equivalents	$	91,882	$	49,583
Restricted cash	2,018		3,122
Advances	66,839		35,280
Financing receivables	4,313		5,333
Goodwill	445,756		—
Intangible assets, net	365,839		4,533
Property and equipment, net	4,069		1,192
Other assets	21,531		7,030
Total Assets	$	1,002,247	$	106,073

Liabilities and Equity

Liabilities
Accounts payable and accrued expenses	$	23,386	$	15,782
Funding commitments	22,749		18,386
Debt	20,613		14,625
Distributions payable	—		7,522
Deferred tax liabilities	36,686		—
Warrants, at fair value	19,007		5,643
Other liabilities	843		1,502
Total liabilities	$	123,284	$	63,460

Temporary Equity	—		664,516

Stockholders' Equity
Other ownership interests' capital (predecessor)	—		1,439
Class A Common Stock	9		—
Additional paid-in capital	764,366		—
Accumulated deficit	(186,022)		(623,342)
Total Capital	578,353		(621,903)
Treasury stock, at cost	(15,535)		—
Total Stockholders' Equity	562,818		(621,903)
Noncontrolling interests in consolidated subsidiaries	316,145		—
Total Equity	878,963		(621,903)

Total Liabilities and Equity	$	1,002,247	$	106,073

SUNLIGHT FINANCIAL HOLDINGS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


dollars in thousands	For the Three Months Ended December 31,				For the Year Ended December 31,
	2021		2020		2021		2020
Revenue	$	35,154	$	29,045	$	114,738	$	69,564
Costs and Expenses							—
Cost of revenues (exclusive of items shown separately below)	5,032		4,996		20,429		13,711
Compensation and benefits	12,214		6,703		62,158		26,174
Selling, general, and administrative	4,089		1,079		10,869		3,806
Property and technology	1,586		1,150		5,878		4,304
Depreciation and amortization	22,848		801		45,077		3,231
Goodwill impairment	224,701		—		224,701		—
Provision for losses	963		562		2,389		1,350
Management fees to affiliate	—		100		204		400
Total Costs and Expenses	271,433		15,391		371,705		52,976
Operating income (loss)	(236,279)		13,654		(256,967)		16,588

Other Income (Expense), Net							—
Interest income	72		150		411		520
Interest expense	(263)		(237)		(1,158)		(829)
Change in fair value of warrant liabilities	12,467		(5,444)		17,079		(5,510)
Change in fair value of contract derivatives, net	149		589		(24)		1,435
Realized gains on contract derivatives, net	1,489		(188)		5,858		103
Other realized losses, net	—		(171)		—		(171)
Other income (expense)	(121)		(220)		435		(634)
Business combination expenses	(1,987)		(880)		(10,091)		(878)
Total Other Income (Expense), Net	11,806		(6,401)		12,510		(5,964)
Net Income (Loss) Before Income Taxes	(224,473)		7,253		(244,457)		10,624
Income tax benefit (expense)	(2,180)		NA		3,504		—
Net Income (Loss)	(226,653)		7,253		(240,953)		10,624
Noncontrolling interests in loss of consolidated subsidiaries	78,511		—		87,528		—
Net Income (Loss) Attributable to Class A Shareholders	$	(148,142)	$	7,253	$	(153,425)	$	10,624

Loss Per Class A Share
Net loss per Class A share
Basic	$	(1.75)			$	(1.81)
Diluted	$	(1.13)			$	(1.17)
Weighted average number of Class A shares outstanding
Basic	84,824,109				84,824,109
Diluted	131,146,326				131,146,326

SUNLIGHT FINANCIAL HOLDINGS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Year Ended December 31,
	2021		2020
Cash Flows From Operating Activities
Net income (loss)	$	(240,953)	$	10,624
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	45,171		3,338
Goodwill impairment	224,701		—
Provision for losses	2,389		1,350
Change in fair value of warrant liabilities	(17,079)		5,510
Change in fair value of contract derivatives, net	24		(1,435)
Other expense (income)	(435)		634
Share-based payment arrangements	29,664		126
Deferred income tax expense (benefit)	(5,524)		—
Increase (decrease) in operating capital:
Increase in advances	(31,533)		(17,877)

Decrease (increase) in due from affiliates	—		—
Decrease (increase) in other assets	(14,238)		(3,000)
Increase (decrease) in accounts payable and accrued expenses	(1,149)		6,918
Increase (decrease) in funding commitments	4,363		(1,123)

Increase (decrease) in other liabilities	390		(40)
Net cash provided by (used in) operating activities	(4,209)		5,025

Cash Flows From Investing Activities
Return of investments in loan pool participation and loan principal repayments	1,542		1,316

Payments to acquire loans and participations in loan pools	(1,886)		(2,839)
Payments to acquire property and equipment	(4,502)		(3,280)
Payments to acquire Sunlight Financial LLC, net of cash acquired	(304,570)		—

Net cash used in investing activities	(309,416)		(4,803)

Cash Flows From Financing Activities
Proceeds from borrowings under line of credit	20,746		8,713
Repayments of borrowings under line of credit	(14,758)		(5,899)

Proceeds from issuance of private placement	250,000		—

Payments of stock issuance costs	(19,618)		—


Payments for share-based payment tax withholding	(26,424)		—




Payment of capital distributions	(7,522)		(1,987)
Payment of debt issuance costs	(491)		—
Net cash provided by (used in) financing activities	201,933		827

Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash	(111,692)		1,049

Cash, Cash Equivalents, and Restricted Cash, Beginning of Period	52,705		51,656

Cash, Cash Equivalents, and Restricted Cash, End of Period	$	93,900	$	52,705

RECONCILIATION OF GAAP MEASURES TO ADJUSTED FINANCIAL MEASURES

TOTAL REVENUE, ADJUSTED EBITDA AND FREE CASH FLOW RECONCILIATIONS


	For the Three Months Ended December 31,				For the Year Ended December 31,
dollars in thousands	2021		2020		2021		2020
GAAP Revenue	$	35,154	$	29,045	$	114,738	$	69,564
(+) Realized gain on contract derivatives, net	1,489		(188)		5,858		103
Total Revenue	$	36,643	$	28,857	$	120,596	$	69,667


	For the Three Months Ended December 31,				For the Year Ended December 31,
	2021		2020		2021		2020
Net Income (Loss)	$	(226,653)	$	7,253	$	(240,953)	$	10,624

Amortization of Business Combination intangibles	22,693		—		43,152		—
Accelerated postcombination compensation expense	—		—		20,979		—
Non-cash change in financial instruments	(12,471)		5,075		(17,492)		4,709
Intangible impairment	224,701		—		224,701		—
Expenses from the Business Combination	1,987		880		10,091		878
Adjusted Net Income (Loss)	$	10,257	$	13,208	$	40,478	$	16,211

Depreciation and amortization	$	155	$	801	1,925		$	3,231
Interest expense	263		237		1,158		829
Income tax expense (benefit)	2,180		—		(3,504)		—
Equity-based compensation	4,825		14		8,685		126
Fees paid to brokers	867		1,434		4,162		3,561
Adjusted EBITDA	$	18,547	$	15,694	$	52,904	$	23,958

Interest expense	$	(263)	$	(237)	$	(1,158)	$	(829)
Income tax expense (benefit)	(2,180)		—		3,504		—
Fees paid to brokers	(867)		(1,434)		(4,162)		(3,561)
Expenses from the Business Combination	(1,987)		(880)		(10,091)		(878)
Provision for losses	963		562		2,389		1,350
Changes in operating capital and other	15,143		3,667		(47,595)		(15,015)
Net Cash Provided by (Used in) Operating Activities	$	29,356	$	17,372	$	(4,209)	$	5,025

Capital expenditures	$	(1,313)	$	(747)	$	(3,168)	$	(3,280)
Changes in advances, net of funding commitments	(6,232)		7,552		28,969		19,000
Changes in restricted cash	241		(511)		1,718		(1,193)

Payments of Business Combination costs	802		—		8,319		—
Other changes in working capital	(7,328)		(11,089)		12,720		(10,552)
Free Cash Flow	$	15,526	$	12,577	$	44,349	$	9,000

Adjusted Net Income (Loss)	$	10,257	$	13,208	$	40,478	$	16,211

Adjusted Net Income (Loss) per Class A Share, Diluted	$	0.08			$	0.31

Exhibit 99.2

Sunlight Financial Announces New Chief Financial Officer

–Rodney Yoder to succeed Barry Edinburg, who will remain with Sunlight in an advisory role–

NEW YORK, N.Y. and CHARLOTTE, N.C. – March 29, 2022 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, "Sunlight" or the “Company”) (NYSE: SUNL), a premier, technology-enabled point-of-sale financing company, today announced that Rodney Yoder has been appointed Chief Financial Officer (“CFO”), effective April 1, 2022. He succeeds current CFO Barry Edinburg, who will remain at the company as an advisor to ensure a smooth transition.

“Rodney is a seasoned finance executive with a superior track record of delivering results and accelerating growth, and I am delighted to welcome him to the team,” said Sunlight Financial Chief Executive Officer Matt Potere. “With his extensive consumer credit experience, financial acumen, and strategic decision-making skills, Rodney is well-positioned to support the next phase of the Company’s development and deliver value for all stakeholders.”

Mr. Yoder joins Sunlight with over 25 years of experience in financial planning, treasury, and consumer credit. Most recently, Mr. Yoder led Financial Analysis and Corporate Strategy at Barclaycard, where he developed expertise in global payments, private banking, and credit, while managing forecasting, risk management, and innovation strategies. Prior to Barclaycard, Mr. Yoder served as Treasurer for Swift Financial for several years. Mr. Yoder started his career at MBNA America, which was acquired by Bank of America, where he spent 16 years in a variety of roles, including treasury and financial planning for consumer credit cards, and served as Divisional CFO for Merchant Acquiring, overseeing merchant services, practice solutions, and card operations.

“I am thrilled to be joining Sunlight Financial to help the firm continue executing on its strategic plan,” said Mr. Yoder. “I admire how the Company has demonstrated growth and operational excellence while staying true to its core values and am honored to have the opportunity to drive increased value for Sunlight’s homeowners, contractors, capital providers, teammates, and shareholders.”

Barry Edinburg to Step Down from CFO Role

After serving as CFO for the last six years, Mr. Edinburg has decided to step down and has agreed to serve in an advisory capacity for six months to facilitate a successful transition of his roles and responsibilities to Mr. Yoder. In addition to taking Sunlight Financial public in 2021, Mr. Edinburg raised several rounds of capital for Sunlight as a private company, built out the Company’s financial operations from scratch, including forming partnerships with more than nine capital providers, and was instrumental in developing the capital-light, cash-generating financing model that drives success for the company today.

“Barry has added tremendous value during his tenure at Sunlight Financial as a respected leader, mentor, and colleague,” said Potere. “On behalf of the board of directors and all Sunlight teammates, I thank Barry for his exceptional contributions; we are grateful for the integral role he played in the growth and development of Sunlight Financial.”

About Sunlight Financial

Sunlight (NYSE: SUNL) is a premier, technology-enabled point-of-sale finance company. Sunlight partners with contractors nationwide to provide homeowners with financing for the installation of residential solar systems and other home improvements. Sunlight’s best-in-class technology and deep credit expertise simplify and streamline consumer finance, ensuring a fast and frictionless process for both contractors and homeowners. For more information, visit www.sunlightfinancial.com.