Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on April 2, 2023 Sunlight Financial LLC ("Sunlight"), a wholly owned subsidiary of Sunlight Financial Holdings Inc. (the "Company"), the Company and Cross River Bank ("CRB"), entered into a Commitment and Transaction Support Agreement (the "Commitment & Transaction Support Agreement") pursuant to which the parties agreed to undertake the transactions contemplated under the Commitment & Transaction Support Agreement pursuant to definitive documents that remained subject to negotiation and completion ("Definitive Documents"). On April 25, 2023 (the "Closing Date"), the parties and certain of their affiliates agreed to and executed the Definitive Documents and closed the transactions contemplated by the Commitment & Transaction Support Agreement as described below.

Loan Program Agreements with Cross River Bank

Sunlight previously entered into the following agreements with CRB:

· a First Amended and Restated Loan Program Agreement, dated as of February 12,

2018 (as amended, the "Existing Solar Loan Program Agreement");

· an Amended and Restated Loan Sale Agreement dated as of February 12, 2018 (as

amended, the "Existing Solar Loan Sale Agreement");

· a Home Improvement Loan Program Agreement dated as of January 29, 2019 (as

amended, the "Existing HI Loan Program Agreement"); and

· a Loan Sale Agreement dated as of November 19, 2020 (as amended, the "Existing

HI Loan Sale Agreement" and together with the Existing Solar Loan Program

Agreement, Existing Solar Loan Sale Agreement and Existing HI Loan Program

Agreement, the "CRB Agreements").

On the Closing Date, Sunlight and CRB entered in the following agreements:

· a Second Amended and Restated Loan Program Agreement amending and restating the

Existing Solar Loan Program Agreement (the "Amended Solar Loan Program

Agreement");

· a Second Amended and Restated Loan Sale Agreement amending and restating the

Existing Solar Loan Sale Agreement (the "Amended Solar Loan Sale Agreement");

· an Amended and Restated Home Improvement Loan Program Agreement amending and

restating the Existing HI Loan Program Agreement (the "Amended HI Loan Program

Agreement"); and

· an Amended and Restated Home Improvement Loan Sale Agreement amending and


   restating the Existing HI Loan Sale Agreement (the "Amended HI Loan Sale
   Agreement," together with the Amended Solar Loan Program Agreement, the Amended
   Solar Loan Sale Agreement, and the Amended HI Loan Program Agreement, the
   "Amended CRB Agreements").

The Amended CRB Agreements provide, among other things:

· a requirement that Sunlight establish a pricing and capital markets committee


   responsible for setting dealer discounts, interest rates, capital markets
   activity, policies relating to hedging, and other terms related to Sunlight's
   loan products and executing any sales of loans held by CRB pursuant to the
   Amended CRB Agreements, and to provide CRB with observer rights and a right to
   attend all meetings held by the committee, subject to exclusions where CRB is
   the loan purchaser;

· modifications to the procedures for submitting credit approvals;

· a modification to the cap on the total loans held by CRB at any time as


   provided below, measured on the last day of the calendar month, with a grace
   period election for loan sales executed during the seven (7) business days
   following the last day of a calendar month. Sunlight will be entitled to six
   (6) grace period elections in any twelve-month period:




                 Period                                  Bank Cap
Months ending April 30, 2023 and May 31, Waived
2023
Months ending June 30, 2023 and July 31, $550,000,000
2023
Months ending August 31, 2023, September $500,000,000
30, 2023 and October 31, 2023
Month ending November 30, 2023 and each  $400,000,000 (plus the Additional
month thereafter                         Capacity, if any). Additional Capacity
                                         is the lesser of (i) the Cash Collateral
                                         Amount divided by 5% and (ii)
                                         $100,000,000.




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· modifications to the "Loan Purchase Trigger Date" (as defined in the Amended

Solar Loan Sale Agreement) related to each loan held on CRB's balance sheet;

· a revised tiered fee structure and provision for certain fees accrued through

June 30, 2023 to be payable in additional Tranche 1 Loans (as defined below);

· Sunlight will use best efforts to amend the Master Services Agreement, dated

January 13, 2020, between CRB, Sunlight, and Turnstile Capital Management, LLC
   (the "Servicer") on or before July 1, 2023 to cause the Servicer to remit
   various cash payments associated with loans into an account held by CRB;

· effective on the Closing Date and continuing until full repayment to CRB of all


   outstanding obligations, Sunlight will provide CRB with a pari passu first lien
   security interest in all assets of the Company as defined in the Secured Term
   Loan; and

· waiver by CRB of any defaults known by CRB to be existing under the CRB


   Agreements.




Secured Term Loan with CRB

On the Closing Date, Sunlight, as borrower, entered into a Loan and Security Agreement with CRB, and with SL Financial Holdings Inc., ("SL Financial") as guarantor (the "Secured Term Loan"). The Secured Term Loan consists of loan commitments for two tranches of loans providing for Tranche 1 Loans and Tranche 2 Loans (each as defined below). The Secured Term Loan, and all other obligations of Sunlight to CRB are secured by a first lien perfected security interest in all Sunlight's and SL Financial's assets. The Secured Term Loan matures on October 25, 2025 (the "Maturity Date").

The Secured Term Loan provides loan commitments under two sub- facilities. The $38.8 million Tranche 1 facility (the "Tranche 1 Loans") will be used to repay all outstanding borrowings under the SVB Revolver, pay fees and accrued interest due under the Loan Program Agreements and for general corporate purposes. The $49.8 million Tranche 2 facility (the "Tranche 2 Loans" and, collectively with the "Tranche 1 Loans" the "Facility Loans") will be used for deferred loan sale proceeds and to pay fees and capitalized interest.

No scheduled principal payments are due until the first anniversary of the Closing Date. Commencing with the first full month after the first anniversary of the Closing Date, Sunlight is required to make equal monthly principal payments in an amount equal to 4% of the aggregate amount of the Facility Loans funded or deemed funded through the first anniversary of the Closing Date. On the Maturity Date, all remaining unpaid amounts of principal and interest must be repaid in full.

An upfront fee equal to $2,658,000, payable upon the closing date of the Secured Term Loan will be paid in kind and added to the outstanding amount the Facility Loans. An unused fee equal to 14% per annum of the difference between (a) the Maximum Covered Loan Sale Amount (as defined in the Secured Term Loan) minus any commitment reductions with respect to Tranche 2 Term Loans since the Closing . . .

Item 1.02 Termination of a Material Definitive Agreement.

On April 26, 2023, in connection with the Company's entry into the Secured Term Loan described in Item 1.01 hereof, the Company repaid $3,609,539 outstanding under the Loan and Security Agreement, dated as of April 26, 2021 with a revolving credit lender, Silicon Valley Bank (the "SVB Revolver") and terminated the SVB Revolver and all agreements related thereto. The SVB Revolver had a maximum borrowing limit of $30 million, was secured by the net assets of Sunlight, had an interest at a per annum rate equal to the sum of (i) a floating rate index and (ii) a fixed margin, included financial covenants that required Sunlight to maintain minimum liquidity, EBITDA and available takeout commitment levels on a quarterly basis. The SVB Revolver would have expired on April 26, 2023.





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Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under and Off-Balance Sheet Arrangement.

The information contained in Item 1.01 of this current report on Form 8-K is incorporated by this reference in this Item 2.03.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS SUMMARY

This report contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Such forward-looking statements relate to, among other things, the operating performance of our investments, the stability of our earnings, our financing needs, and the size and attractiveness of market opportunities. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as "may," "will," "should," "potential," "expect," "endeavor," "seek," "anticipate," "outlook," "intend," "estimate," "overestimate," "underestimate," "believe," "could," "project," "predict," "continue" or other similar words or expressions. Forward-looking statements are based on certain assumptions; discuss future expectations; describe future plans and strategies; contain projections of results of operations, cash flows, or financial condition; or state other forward-looking information. Our ability to predict results or the actual outcome of future plans or strategies is inherently limited. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. These forward-looking statements involve risks, uncertainties, and other factors that may cause our actual results in future periods to differ materially from forecasted results.

Our ability to implement our business strategy is subject to numerous risks described below as well as the risks fully described under Item 1A. "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022:

· As of December 31, 2022 we were out of compliance with certain financial


   covenants in our existing credit facility and CRB Agreements. While we have
   consummated the Transactions under the Commitment & Transaction Support
   Agreement with CRB to address our compliance issues under the CRB Agreements
   and replace the existing credit facility, the Amended CRB Agreements and our
   new credit facility with CRB, impose operating and financial restrictions on
   us. Our ability to manage our business in accordance with the terms of these
   new agreements is a key factor in achieving profitability.

· We have incurred a net loss and negative cash flows from operating activities


   in 2022. While we have consummated the Transactions contemplated by the
   Commitment & Transaction Support Agreement, these trends have continued into
   2023 and will continue in the near term until we are able to fully benefit from
   the consummation of the Transactions.

· While we consummated the Transactions under the Commitment & Transaction


   Support Agreement with CRB, we must continue to work through the Backbook Loans
   and rapidly rising interest rate environment to stabilize our business and
   return to profitability. In our continuing efforts to do so, we may consider
   seeking strategic alternatives in order to sustain our business, and we cannot
   predict the impact that such strategic alternative might have on Sunlight's
   operations or the prices of Sunlight's securities.

· Our limited liquidity is materially and adversely affecting our business


   operations. While we have consummated the Transactions contemplated by the
   Commitment & Transaction Support Agreement we will continue to implement cost
   saving measures and our Board is continuing to review additional actions to
   maximize value for shareholders.

· While the Amended CRB Agreements and Secured Term Loan with CRB address our

short term liquidity concerns, we must carefully manage our liquidity to comply

with the new agreements and achieve long-term stability.

· Non-compliance on the part of third parties with whom we conduct business


   disrupts our business and adversely affects our financial conditions and
   operating results.




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· We do not currently have an interest rate risk hedging program or seek to hedge

interest rate risks associated with our Amended CRB Agreements, and therefore

are not protected against significant increases in interest rates.

· Worsening economic conditions from rising interest rates, a rising rate of


   inflation, or other potential causes of economic distress could raise
   Sunlight's cost of capital and/or reduce or eliminate the willingness of
   Sunlight's direct or indirect capital providers to continue funding loan volume
   at historical levels, thereby materially and adversely impacting Sunlight's
   business, cash flows, financial condition and results of operations.

· The ongoing COVID-19 pandemic and other health epidemics and outbreaks,

including the rise of variants of COVID-19, could adversely affect Sunlight's

business, results of operations and financial condition.

· While Sunlight has obtained amended terms under the Amended CRB Agreements, if


   Sunlight is unable to facilitate the sale of loans held on CRB's balance sheet
   to comply with the total loan cap and CRB is unwilling to further expand its
   loan capacity, Sunlight may be required to purchase all or a portion of these
   loans and/or may be unable to fund future Indirect Channel Loans.

· To the extent that Sunlight seeks to grow or strengthen its business and


   competitive position through future acquisitions, or other strategic
   investments, transactions or alliances, Sunlight may not be able to do so
   effectively.

· A material reduction in the retail price of electricity charged by electric


   utilities, other retail electricity providers or other energy sources as
   compared to potential savings for purchasing and using a solar system or an
   increase in pricing for purchasing and using a solar system above the cost of
   other energy sources could result in a lower demand for solar systems, which
   could have an adverse impact on Sunlight's business, results of operations and
   financial condition.

· The reduction, modification or elimination of government incentives could cause

our revenue to decline and harm our financial results.

· Existing regulations and policies and changes to these regulations and policies


   may present technical, regulatory, and economic barriers to the purchase and
   use of solar power products, which may significantly reduce demand for our loan
   products and services.

· The industries that Sunlight operates in are highly competitive and are likely


   to become more competitive. Additionally, if new entrants join these markets
   who have ready access to cheaper capital, competing successfully would become
   more difficult for Sunlight. Sunlight's inability to compete successfully or
   maintain or improve Sunlight's market share and margins could adversely affect
   its business.

· Disruptions in the operation of Sunlight's computer systems and those of its

critical third-party service providers and capital providers could have an

adverse effect on Sunlight's business.

· Sunlight's growth is dependent on its contractor network and in turn the


   quality of the products and services they provide to their customers, and
   Sunlight's failure to retain or replace existing contractors, to grow its
   contractor network or the number of Sunlight loans offered through its existing
   network, or increases in loan delinquencies due to any deficiencies in
   Sunlight's contractor underwriting practices, could adversely impact Sunlight's
   business.

· The current electrician shortage adversely impacts our business, financial

condition, and results of operations.

· Sunlight's capital advance program exposes it to potential losses in the event


   that a contractor fails to fully perform under its agreements with Sunlight or
   becomes insolvent prior to completion of the underlying installation or
   construction, which losses could have an adverse impact on Sunlight's business,
   results of operations and financial condition.

· If contractors fail to fulfill their obligations to consumers or fail to comply

with applicable law, Sunlight may incur remediation costs.

· Sunlight's revenue is impacted, to a significant extent, by the general

economy, including supply chain disruptions, and the financial performance of

its capital providers and contractors.

· Our results of operations could be adversely affected by economic and political

conditions globally and the effects of these conditions on our clients'

businesses and levels of business activity.

· Sunlight has never paid cash dividends on its capital stock, and does not


   anticipate paying dividends in the foreseeable future.




                                       5

· Sunlight cannot guarantee that it will repurchase its common stock pursuant to


   Sunlight's share repurchase program or that Sunlight's share repurchase program
   will enhance long-term shareholder value. Share repurchases could also increase
   the volatility of the price of Sunlight's common stock and could diminish
   Sunlight's cash reserves.

· If assumptions or estimates Sunlight uses in preparing its financial statements

are incorrect or are required to change, Sunlight's reported results of

operations, liquidity and financial condition may be adversely affected.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit Number   Description
  10.1             Second Amended and Restated Loan Program Agreement, dated April
                 25, 2023, by and between Cross River Bank and Sunlight Financial
                 LLC
  10.2             Second Amended and Restated Loan Sale Agreement, dated April 25,
                 2023, by and between Cross River Bank and Sunlight Financial LLC
  10.3             Amended and Restated Home Improvement Loan Program Agreement,
                 dated April 25, 2023, by and between Cross River Bank and Sunlight
                 Financial LLC
  10.4             Amended and Restated Home Improvement Loan Sale Agreement, dated
                 April 25, 2023, by and between Cross River Bank and Sunlight
                 Financial LLC
  10.5             Loan and Security Agreement, dated April 25, 2023, by and between
                 Cross River Bank, Sunlight Financial LLC, as borrower, and SL
                 Financial Holdings Inc., as guarantor
  10.6             Warrant Purchase Agreement, dated April 25, 2023, by and between
                 Sunlight Financial Holdings Inc. and CRB Group, Inc.
  10.7             Warrant issued by Sunlight Financial Holdings Inc. on April 25,
                 2023 and accepted and agreed to by CRB Group, Inc.
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)




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