FOURTH AMENDMENT TO LOAN PROGRAM AGREEMENT

Exhibit 10.27

[***] = 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.

FOURTH AMENDMENT

TO

LOAN PROGRAM AGREEMENT

This Amendment is made as of March 8, 2019 (this “Amendment”) 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”), amending the terms of that certain Amended and Restated Loan Program Agreement dated as of February 12, 2018 as amended by that certain First Amendment thereto dated April 17, 2018, that certain letter agreement further amending the same dated as of July 9, 2018 and the Third Amendment thereto dated as of October 26, 2018 (as so amended, the “Existing Agreement” and as amended by this Amendment, the “Agreement”). Sunlight and Bank are collectively referred to herein as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth therefore in the Existing Agreement.

RECITALS

WHEREAS, the Existing Agreement allows the Parties to mutually agree in writing to modify the Existing Agreement;

WHEREAS, the Parties now desire to amend and modify the Existing Agreement upon the terms and subject to the conditions set forth in this Amendment to increase the cap on loan amounts that the Bank agrees to hold as of any measurement date; and

WHEREAS, the Parties now further desire to amend and modify the Existing Agreement to increase the Target Dealer Discount for Portfolio Loans as defined in Exhibit A of the Existing Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the following terms, and for other good and valuable consideration, the Parties, intending to be legally bound, further agree as follows:

SECTION 1 MODIFICATIONS TO EXISTING AGREEMENT

1.1. Exhibit A to the Existing Agreement is hereby modified to restate the last section thereof related to Bank Caps to read in its entirety as follows: “The Bank shall not hold more than (i) [***] of Non-Portfolio Loans or (ii) [***] of Portfolio Loans, at any time.”

1.2. Exhibit A to the Existing Agreement is hereby modified to increase the Target Dealer Discount for Portfolio Loans from [***] to [***].

SECTION 2 EFFECTIVENESS OF AGREEMENT

2.1. Unless otherwise defined or modified in this Amendment, all capitalized words or terms used in this Amendment shall have the definitions ascribed to such words or terms in the Existing Agreement. From and after the effectiveness of this Amendment, references in the Existing Agreement to “the Agreement” or words of similar effect, shall refer to the Existing Agreement as amended by this Amendment.

2.2. Except as expressly amended and modified by this Amendment, all terms and conditions set forth in the Existing Agreement shall remain unmodified, binding, and in full force and effect. This Amendment sets forth the entire agreement and understanding of the parties regarding the particular subject matter of this Amendment, and merges and supersedes all prior or contemporaneous agreements, discussions and correspondence pertaining to the subject matter of this Amendment. This Amendment may be executed in counterpart copies, each of which, and together, shall be effective as original, binding instruments. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

2.3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, including general obligations law Section 5-1401, but otherwise without regard to the conflict of laws principals thereof.

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IN WITNESS WHEREOF, each of the Parties hereto has caused this Amendment to be duly executed as of the date set forth above.

	SUNLIGHT FINANCIAL LLC
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	CEO
	CROSS RIVER BANK
	By:	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	CEO
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	GC

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