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

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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 . . .




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.

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