Spartan Acquisition Corp. II 25,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2020 • Spartan Acquisition Corp. II • Blank checks • New York
Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Cowen and Company, LLC are acting as representatives (each a “Representative”, and collectively the “Representatives”), an aggregate of 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company in the Offering being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 23 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2020 • Spartan Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 24, 2020 by and between Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 1st, 2020 • Spartan Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 24, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), and Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between SPARTAN ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of November 24, 2020Warrant Agreement • December 1st, 2020 • Spartan Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 24, 2020 is by and between Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2020 • Spartan Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between SPARTAN ACQUISITION CORP. II, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • November 19th, 2021 • Sunlight Financial Holdings Inc. • Finance services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE], by and between Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), and [EXECUTIVE] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2020 • Spartan Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2020, is made and entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2021 • Spartan Acquisition Corp. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 23 day of January, 2021, by and among Spartan Acquisition Corp. II, a Delaware corporation (the “Issuer”), Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”) and the undersigned (“Subscriber”).
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • August 21st, 2020 • Spartan Acquisition Corp. II • Blank checks • Delaware
This Securities Subscription Agreement (this “Agreement”), effective as of August 17, 2020, is made and entered into by and between Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), and Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Buyer”).
November 24, 2020 Spartan Acquisition Corp. II New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • December 1st, 2020 • Spartan Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Cowen and Company, LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Unit
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNLIGHT FINANCIAL LLC DATED AS OF __________, 2021Limited Liability Company Agreement • March 22nd, 2021 • Spartan Acquisition Corp. II • Blank checks • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of _______, 2021, by and among Sunlight Financial LLC, a Delaware limited liability company (the “Company”), Sunlight Financial Holdings Inc., a Delaware corporation formerly known as Spartan Acquisition Corp. II (“PubCo”), SL Financial Holdings Inc., a Delaware corporation and a wholly owned subsidiary of PubCo (“Holdings”), SL Financial Investor I LLC (“Investor I”), a Delaware limited liability company and a wholly owned subsidiary of PubCo, SL Financial Investor II LLC (“Investor II”), a Delaware limited liability company and a wholly owned subsidiary of PubCo, the other parties listed on Exhibit A hereto (collectively, the “Legacy Owners”) and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2022 • Sunlight Financial Holdings Inc. • Finance services
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").
THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT with CROSS RIVER BANK SUNLIGHT FINANCIAL LLC and SUNLIGHT FINANCIAL LLC, for itself or on behalf of any Purchaser executing a Purchaser Joinder Agreement hereunder Dated as of December 6, 2023Loan Sale Agreement • December 7th, 2023 • Sunlight Financial Holdings Inc. • Finance services • New York
THIS THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of December 6, 2023 (the “Restatement Date”) is made, by and between CROSS RIVER BANK, a New Jersey state-chartered bank with its principal offices located at 2115 Linwood Avenue, Fort Lee, New Jersey 07666 (“Bank”), SUNLIGHT FINANCIAL LLC, a Delaware limited liability company, with its principal offices located at 101 N. Tryon Street, Suite 900, Charlotte, North Carolina 28246 (“Sunlight”), and SUNLIGHT for itself or on behalf of any Purchaser executing a Purchaser Joinder Agreement hereunder and amends and restates the Second Amended and Restated Loan Sale Agreement amongst the parties hereto dated as of April 25, 2023.
THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SL FINANCIAL HOLDINGS INC., as Guarantor Dated as of December 6, 2023Loan Program Agreement • December 7th, 2023 • Sunlight Financial Holdings Inc. • Finance services • New York
THIS THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 6, 2023 (the “Effective Date”), by and among CROSS RIVER BANK, an FDIC-insured New Jersey state chartered bank (“Bank”), SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Sunlight”), and SL FINANCIAL HOLDINGS INC., a Delaware corporation (“Guarantor”), amending and restating that certain Second Amended and Restated Loan Program Agreement by and between Bank and Sunlight dated as of April 25, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Old Agreement”).
SECOND AMENDED AND RESTATED HOME IMPROVEMENT LOAN PROGRAM AGREEMENT between CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SL FINANCIAL HOLDINGS INC., as Guarantor Dated as of December 6, 2023Home Improvement Loan Program Agreement • December 7th, 2023 • Sunlight Financial Holdings Inc. • Finance services • New York
THIS SECOND AMENED AND RESTATED HOME IMPROVEMENT LOAN PROGRAM AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 6, 2023 (the “Effective Date”), by and between CROSS RIVER BANK, an FDIC-insured New Jersey state chartered bank (“Bank”) and SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Sunlight”) and SL FINANCIAL HOLDINGS INC., a Delaware corporation (“Guarantor”), amending and restating that certain First Amended and Restated Loan Program Agreement by and between Bank and Sunlight dated as of April 25, 2023 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Old Agreement”).
SUNLIGHT FINANCIAL HOLDINGS INC. NOTICE OF RESTRICTED STOCK UNIT AWARDRestricted Stock Unit Award Agreement • August 9th, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
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 number of 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.
Sunlight Financial Holdings Inc. Teaneck, NJ 97666Lock-Up Agreement • June 1st, 2021 • Spartan Acquisition Corp. II • Finance services • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement (the “Business Combination Agreement”) entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of Spartan, SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan, SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan, SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan, SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan Sub, Sunlight Financial LLC, a Delaware limited liability company (the “Company”), FTV-Sunlight, Inc., a Delaware corporation, and Tiger Co-Invest B Sunlight Blo
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • July 15th, 2021 • Sunlight Financial Holdings Inc. • Finance services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 9, 2021, is hereby entered into by and among Sunlight Financial Holdings Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders, and the Agent.
OMNIBUS WAIVER AND TENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENTLoan Program Agreement • May 12th, 2021 • Spartan Acquisition Corp. II • Finance services • New York
This OMNIBUS WAIVER AND TENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT (this “Amendment”) made as of January 28, 2021 (the “Amendment Effective Date”) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (“Bank”), and SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Sunlight”), amends the terms of (a) that certain First Amended and Restated Loan Program Agreement, dated as of February 12, 2018, by and between Bank and Sunlight (as previously amended, the “Existing Agreement” and as amended by this Amendment, the “Program Agreement”) and (b) that certain Amended and Restated Loan Sale Agreement, dated as of February 12, 2018, by and between Bank and Sunlight (as previously amended, the “Existing Loan Sale Agreement” and as amended by this Amendment, the “Loan Sale Agreement”; the Existing Loan Sale Agreement, together with the Existing Program Ag
SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENTLoan Program Agreement • May 12th, 2021 • Spartan Acquisition Corp. II • Finance services • New York
This SEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT (this “Amendment”) is made as of June 3, 2020 (the “Amendment Effective Date”) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (“Bank”), and SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Sunlight”), amends the terms of (a) that certain First Amended and Restated Loan Program Agreement dated as of February 12, 2018, by and between Bank and Sunlight, as previously amended by that certain First Amendment dated April 17, 2018, that certain letter agreement dated as of July 9, 2018, that certain Third Amendment dated as of October 26, 2018, that certain Fourth Amendment dated as of March 8, 2019, that certain Fifth Amendment dated as of December 1, 2019 and that certain Sixth Amendment dated as of March 31, 2020 (as so amended, the “Existing Program Agreement” and as amended by this Amendment, the “
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 15th, 2021 • Sunlight Financial Holdings Inc. • Finance services • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of July 9, 2021, is made and entered into by and among Sunlight Financial Holdings Inc., a Delaware corporation f/k/a Spartan Acquisition Corp. II (the “Company”), Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the “Spartan Sponsor”), Tiger Infrastructure Partners Sunlight Feeder LP, a Delaware limited partnership (“Tiger IPSF”), Tiger Infrastructure Partners Co-Invest B LP, a Delaware limited partnership (together with Tiger IPSF, “Tiger”), FTV V, L.P., a Delaware limited partnership (“FTV”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Spartan Sponsor, FTV, Tiger and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 7.2 of this Agreement, a “Holder” and collectively, the “Holders”).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 7th, 2023 • Sunlight Financial Holdings Inc. • Finance services
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 6, 2023 (the “Effective Date”) by and among CROSS RIVER BANK, a New Jersey state-chartered bank (“Bank”), SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Borrower”) and SL FINANCIAL HOLDINGS, INC., as guarantor (the “Guarantor”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNLIGHT FINANCIAL LLC DATED AS OF July 9, 2021Limited Liability Company Agreement • July 15th, 2021 • Sunlight Financial Holdings Inc. • Finance services • Delaware
This Fifth Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 9, 2021, by and among Sunlight Financial LLC, a Delaware limited liability company (the “Company”), Sunlight Financial Holdings Inc., a Delaware corporation formerly known as Spartan Acquisition Corp. II (“PubCo”), SL Financial Holdings Inc., a Delaware corporation and a wholly owned subsidiary of PubCo (“Holdings”), SL Financial Investor I LLC (“Investor I”), a Delaware limited liability company and a wholly owned subsidiary of PubCo, SL Financial Investor II LLC (“Investor II”), a Delaware limited liability company and a wholly owned subsidiary of PubCo, the other parties listed on Exhibit A hereto (collectively, the “Legacy Owners”) and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 1st, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
This WARRANT PURCHASE AGREEMENT (this “Purchase Agreement”) is made as of April 25, 2023, by and between Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), and CRB Group, Inc., a Delaware corporation (“Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Section 4.1 hereof. Capitalized terms used but not defined in Section 4.1 hereof shall have the meanings given to such terms in the Warrant.
DIRECTOR FEE AGREEMENTDirector Fee Agreement • March 30th, 2022 • Sunlight Financial Holdings Inc. • Finance services
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.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE UNITSWarrant to Purchase Units • July 15th, 2021 • Sunlight Financial Holdings Inc. • Finance services • California
This Amendment No. 1 (this “Amendment”) to Warrant to Purchase Units is entered into and effective as of July 8, 2021 by Sunlight Financial LLC, a Delaware limited liability company (the “Company”), and Tech Capital LLC or its permitted assignees (the “Holder”), and constitutes an amendment to that certain Warrant to Purchase Units, dated February 27, 2021 (the “Original Warrant”), by and between the Company and the Holder. Capitalized terms used but not defined herein have the meanings ascribed to them in the Original Warrant.
Third amendment TO mASTER SERVICES AgreementMaster Services Agreement • December 7th, 2023 • Sunlight Financial Holdings Inc. • Finance services • New York
This THIRD AMENDMENT TO MASTER SERVICES AGREEMENT (this “Amendment”), is effective as of December 6, 2023 (the “Effective Date”), is by and among Cross River Bank, having its principal place of business at 2115 Linwood Avenue, Fort Lee, NJ 07666 (“CRB”), Sunlight Financial LLC, having its principal place of business at 101 N. Tryon Street, Suite 900, Charlotte, NC 28246, in its capacity as administrator for CRB (“Administrator”), and Turnstile Capital Management, LLC, having its principal place of business at 402 West Broadway, 20th Floor, San Diego, CA 92101 (“Vendor”). Administrator, CRB and Vendor may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
Sunlight Financial Holdings Inc. STOCKHOLDERS’ AGREEMENT december 6, 2023Stockholders’ Agreement • December 7th, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of December 6, 2023, by and among Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), each holder of Series A-1 Preferred Stock, $0.001 par value per share, of the Company (“Series A-1 Preferred Stock”) or Series A-2 Preferred Stock, $0.001 par value per share, of the Company (“Series A-2 Preferred Stock”, and together with the Series A-1 Preferred Stock, “Preferred Stock”) listed on Schedule A (together with any subsequent investors or transferees, who become parties hereto as “Investors” pursuant to Sections 19.1(a) or 19.2 below, the “Investors”), and those certain holders of Common Stock of the Company listed on Schedule B (together with any subsequent stockholders, or any transferees, who become parties hereto as “Common Holders” pursuant to Sections 19.1(b) or 19.2 below, the “Common Holders,” and together collectively with the Investors, the “Stockholders”).
WARRANT TO PURCHASE CLASS A COMMON STOCKWarrant Agreement • May 1st, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
THIS WARRANT (this “Warrant”) CERTIFIES THAT, Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), hereby grants to CRB Group, Inc. (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”), for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the right to purchase from the Company, at any time and from time to time on and after the date hereof in accordance with the terms hereof, up to an aggregate of 25,944,541 shares (the “Warrant Shares”) (subject to vesting as set forth in Section 1.1 and to adjustment as set forth in Section 2) of the Company’s Class A common stock, $0.0001 par value per share (the “Common Stock”), at a per share price of $0.01 (the “Exercise Price”), subject to adjustment as set forth in Section 2. This Warrant is first being issued on April 25, 2023 (the “Issue Date”), pursuant to the terms of that certain Warrant Pur
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • January 25th, 2021 • Spartan Acquisition Corp. II • Blank checks • New York
This Amendment No. 1 (this “Amendment”), dated as of January 23, 2021 and effective as of the Effective Date (as defined below), to the Letter Agreement (as defined below) is entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (“Sponsor”) and each of the undersigned individuals, each of whom is a member of Spartan’s board of directors and/or management team (the “Insiders”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
COMMITMENT AND TRANSACTION SUPPORT AGREEMENTCommitment and Transaction Support Agreement • April 3rd, 2023 • Sunlight Financial Holdings Inc. • Finance services • New York
This COMMITMENT AND TRANSACTION SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto, as amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 2, 2023, is entered into by and among:
ContractResidential Solar Energy Loan Program Agreement • May 12th, 2021 • Spartan Acquisition Corp. II • Finance services • New York
[***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.
BUSINESS COMBINATION AGREEMENT by and among SPARTAN Acquisition Corp. II, SL INVEST I INC., SL INVEST II LLC, SL FINANCIAL INVESTOR I LLC, SL FINANCIAL INVESTOR II LLC, SL FINANCIAL HOLDINGS INC., SL FINANCIAL LLC, SUNLIGHT FINANCIAL LLC,...Business Combination Agreement • January 25th, 2021 • Spartan Acquisition Corp. II • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT, dated as of January 23, 2021 (this “Agreement”), is by and among Spartan Acquisition Corp. II, a Delaware corporation (“Acquiror”), SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“MergerCo1”), SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“MergerCo2”), SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Holdings I”), SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Holdings II”), SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“Acquiror Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror Sub (“OpCo Merger Sub”), Sunlight Financial LLC, a Delaware limited liability company (the “Company”), FTV-Sunlight, Inc., a Delaware corporation (“FTV Blocker”) and Tiger Co-
SUNLIGHT FINANCIAL HOLDINGS INC. INVENTIONS ASSIGNMENT, NON-COMPETITION, NON- SOLICITATION AND CONFIDENTIALITY AGREEMENTInventions Assignment, Non-Competition, Non-Solicitation and Confidentiality Agreement • May 12th, 2021 • Spartan Acquisition Corp. II • Finance services
This Inventions Assignment, Non-Competition, Non-Solicitation and Confidentiality Agreement (this “Agreement”) is made and entered into by and between Sunlight Financial Holdings Inc., a Delaware corporation (the “Parent”), and [EXECUTIVE] (the “Executive”), and is effective as of [DATE] (the “Effective Date”). This Agreement is Exhibit C to the Employment Agreement by and among the Executive, the Parent, and Sunlight Financial LLC (the “Employment Agreement”), and is to be read in conjunction with the Employment Agreement.
OMNIBUS WAIVER OF FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT, AMENDED AND RESTATED LOAN SALE AGREEMENT, HOME IMPROVEMENT LOAN PROGRAM AGREEMENT, AND LOAN SALE AGREEMENTOmnibus Waiver • December 13th, 2022 • Sunlight Financial Holdings Inc. • Finance services
This OMNIBUS WAIVER OF FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT, AMENDED AND RESTATED LOAN SALE AGREEMENT, HOME IMPROVEMENT LOAN PROGRAM AGREEMENT, AND LOAN SALE AGREEMENT (this “Waiver”) made as of December 1, 2022 (the “Waiver Effective Date”) by and between Cross River Bank, an FDIC-insured New Jersey state-chartered bank (“Bank”), and Sunlight Financial LLC, a Delaware limited liability company (“Sunlight” and, together with Bank, the “Parties” and each a “Party”), waives certain terms of (a) that certain First Amended and Restated Loan Program Agreement, dated as of February 12, 2018, by and between Bank and Sunlight (as previously amended, restated, supplemented, or otherwise modified from time to time, the “Solar Program Agreement”), (b) that certain Amended and Restated Loan Sale Agreement, dated as of February 12, 2018, by and between Bank and Sunlight (as previously amended, restated, supplemented, or otherwise modified from time to time, the “Solar Loan Sale Agreeme
