INVESTMENT AGREEMENTInvestment Agreement • October 31st, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”) is made and entered into as of October 30, 2023, by and between ED Umbrella Holdings, LLC, a Delaware limited liability company (“Buyer”), on the one hand, and Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”). Buyer and the Company may each be referred to herein individually as a “Party” and collectively as the “Parties”. Certain capitalized terms used in this Agreement are defined in Exhibit A.
Additional Advance Letter AgreementAdditional Advance Letter Agreement • October 31st, 2023 • Sunlight Financial Holdings Inc. • Finance services
Reference is hereby made to that certain Restructuring Support Agreement, to be entered into, by and among Sunlight Financial LLC (“you” or the “Borrower”), certain of the Borrower’s affiliates, Cross River Bank (“us”, “we” or the “Bank”), ED Umbrella Holdings, LLC, and those certain consenting stockholders of the Borrower (the “Restructuring Support Agreement”). Reference is also made to that certain Loan and Security Agreement, dated as of April 25, 2023 (as amended by that certain Omnibus Waiver and Amendment to Loan and Security Agreement and Loan Program Agreements, dated as of September 12, 2023, the “Loan and Security Agreement”), by and among the Borrower, SL Financial Holdings Inc. (“Holdings”), as guarantor, and Bank. Reference is also made to that certain Second Amended and Restated Loan Program Agreement, dated as of April 25, 2023, by and among the Borrower, Holdings, as guarantor, and Bank (the “Solar Loan Program Agreement”) and the Amended and Restated Home Improvement
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • October 31st, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
This RESTRUCTURING SUPPORT AGREEMENT (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, including the exhibits hereto, this “Agreement”), dated as of October 30, 2023, is entered into by and among:
AMENDMENT TO TAX RECEIVABLE AGREEMENTTax Receivable Agreement • October 31st, 2023 • Sunlight Financial Holdings Inc. • Finance services • Delaware
This AMENDMENT TO TAX RECEIVABLE AGREEMENT (the “Agreement”) is entered into as of October 30, 2023, by and among Sunlight Financial Holdings Inc., a Delaware corporation (the “Corporate Taxpayer”), and the Supermajority TRA Holders (as defined below).
