Exhibit 4: Sunlight Bankruptcy Confirmation Order — Wax v. Cross River (D.N.J.)

Record facts

U.S. District Court for the District of New Jersey · No. 2:24-cv-09510-ES-JRA · Doc. 39-6 · 2025-07-25 · Docket on CourtListener

Full text

EXHIBIT 4 
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IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE DISTRICT OF DELAWARE 
------------------------------------------------------------ x 
 
In re 
: 
Chapter 11 
: 
 
SUNLIGHT FINANCIAL HOLDINGS INC.,  : 
Case No. 23-11794 (MFW) 
et al., 
: 
 
: 
 
 
Debtors.1 
: 
: 
: 
(Jointly Administered)  
 
Re: Docket No. 17, 106, and 181 
------------------------------------------------------------ X 
 
ORDER (I) APPROVING DISCLOSURE  
STATEMENT AND (II) CONFIRMING JOINT  
PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF  
SUNLIGHT FINANCIAL HOLDINGS INC. AND ITS AFFILIATED DEBTORS 
 
Upon the filing by Sunlight Financial Holdings Inc. and its debtor affiliates, as 
debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, 
the “Debtors”)2 of the Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Sunlight 
Financial Holdings Inc. and its Affiliated Debtors (Docket No. 181) (as amended, modified or 
supplemented, the “Plan”) which is attached hereto as Exhibit A, and the Disclosure Statement 
for Joint Prepackaged Chapter 11 Plan of Reorganization of Sunlight Financial Holdings Inc. and 
Its Affiliated Debtors (Docket Nos. 17 & 106) (as amended, modified, or supplemented, 
the “Disclosure Statement”); and the Court having entered the Order (I) Scheduling a Combined 
Hearing on (A) the Adequacy of the Disclosure Statement and (B) Confirmation of Prepackaged 
Plan, (II) Approving Solicitation Procedures, (III) Establishing Procedures for Objections, 
 
1  The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s federal tax identification 
number, as applicable, are: Sunlight Financial Holdings Inc. (9566), SL Financial Holdings Inc. (2472), SL Financial 
Investor I LLC (N/A), SL Financial Investor II LLC (1453), and Sunlight Financial LLC (3713).  The Debtors’ mailing 
and service address is 101 North Tryon Street, Suite 900, Charlotte, North Carolina 28246. 
2 Capitalized terms used in this Confirmation Order but not otherwise defined shall have the same meaning as in the 
Plan, unless the context otherwise requires. 
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(IV) Approving Form and Notice of Combined Hearing, (V) Establishing Procedures for 
Assumption of Executory Contracts or Unexpired Leases, (VI) Extending the Time for the Debtors 
to File Schedules and Statements, (VII) Conditionally Waiving the Meeting of Creditors, and 
(VIII) Granting Related Relief (Docket No. 94) (the “Scheduling Order”); and upon the Notice of 
(I) Commencement of Chapter 11 Bankruptcy Cases, (II) Combined Hearing on Disclosure 
Statement and Confirmation of Joint Prepackaged Chapter 11 Plan, and Related Matters, 
(III) Objection Deadline and Procedures for Filing Objections to the Disclosure Statement and 
Joint Prepackaged Plan, and (IV) Summary of Joint Debtors’ Joint Prepackaged Chapter 11 Plan 
(Docket No. 95) (the “Combined Notice”); and the Debtors having filed the plan supplement (as 
amended, modified or supplemented (Docket No. 18) the “Plan Supplement”) which included, 
among other things, the New Corporate Governance Documents, the Investment Agreement, 
various documents related to the Amended CRB Agreements, and certain of the other Plan 
Documents (as defined below); and the Debtors’ having filed the following:  
(A) Declaration of Matthew R. Potere in Support of Debtors’ Chapter 11 Petitions and First 
Day Relief on October 30, 2023 (Docket No. 5); 
(B) Declaration of Matthew J. Moss of Guggenheim Securities, LLC, in Support of 
Confirmation of the Joint Prepackaged Chapter 11 Plan of Sunlight Financial Holdings 
Inc. and Its Affiliated Debtors on October 31, 2023 (Docket No. 19); 
(C) Declaration of Matthew R. Potere in Support of the Debtors’ Scheduling Motion on 
October 31, 2023 (Docket No. 21); 
(D) Affidavit of Service of Jeriad Paul on behalf of Omni Agent Solutions, Inc. on 
October 31, 2023 (Docket No. 41); 
(E) Declaration of Jeriad R. Paul on behalf of Omni Agent Solutions, Inc. Regarding 
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Solicitation of Votes and Tabulation of Ballots Cast on the Joint Prepackaged Chapter 11 
Plan of Reorganization of Sunlight Financial Holdings Inc. and its Affiliated Debtors filed 
on November 1, 2023 (Docket No. 42) (the “Voting Certification”); 
(F) Affidavit of Service of Randy Lowry on behalf of Omni Agent Solutions, Inc., filed on 
November 1, 2023 (Docket No. 90); 
(G) Affidavit of Service of Randy Lowry on behalf of Omni Agent Solutions, Inc., filed on 
November 7, 2023 (Docket No. 108); 
(H) Proofs of Publication for the Notice of Commencement of Chapter 11 Bankruptcy Cases 
and Combined Hearing on Disclosure Statement and Confirmation of Joint Prepackaged 
Chapter 11 Plan filed on November 8, 2023 (Docket No. 109); 
(I) Affidavit of Supplemental Service of Randy Lowry on behalf of Omni Agent Solutions, 
Inc., filed on November 10, 2023 (Docket No. 114); 
(J) Affidavit of Supplemental Service of Randy Lowry on behalf of Omni Agent Solutions, 
Inc., filed on November 16, 2023 (Docket No. 125); 
(K) Declaration of John Walsh in Support of Confirmation of the Joint Prepackaged 
Chapter 11 Plan of Reorganization of Sunlight Financial Holdings Inc. and its Affiliated 
Debtors on December 1, 2023 (Docket No. 183); 
(L) Declaration of Neal P. Goldman in Support of Confirmation of Joint Prepackaged 
Chapter 11 Plan of Reorganization of Sunlight Financial Holdings Inc. and its Affiliated 
Debtors on December 1, 2023 (Docket No. 184); and 
(M) Declaration of Matthew R. Potere in Support of Confirmation of Joint Prepackaged 
Chapter 11 Plan of Reorganization of Sunlight Financial Holdings Inc. and its Affiliated 
Debtors on December 1, 2023 (Docket No. 185), 
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((A) through (M), collectively, the “Confirmation Documents”); and this Court having held a 
hearing on December 5, 2023, to consider, among other things, approval of the Disclosure 
Statement and confirmation of the Plan (the “Combined Hearing”); and upon the Confirmation 
Documents, and the evidence adduced at, and the record of, the Combined Hearing; and upon the 
record of these Chapter 11 Cases; and after due deliberation: 
THIS COURT HEREBY FINDS:3 
A. 
This Court has jurisdiction over these Chapter 11 Cases pursuant to 
28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States 
District Court for the District of Delaware, dated as of February 29, 2012.  Venue of these 
proceedings and the Chapter 11 Cases in this district is proper pursuant to 28 U.S.C. §§ 1408 and 
1409.  This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2) and this Court may enter a final 
order hereon under Article III of the United States Constitution. 
B. 
The Disclosure Statement provided Cross River Bank (“CRB”), the sole 
holder of Claims entitled to vote on the Plan, with adequate information to make an informed 
decision as to whether to vote to accept or reject the Plan in accordance with section 1125(a)(1) of 
the Bankruptcy Code. 
C. 
The Disclosure Statement (including all exhibits thereto) and the Combined 
Notice provided holders of Claims and Interests and other parties in interest with sufficient notice 
of the injunction, exculpation, and release provisions contained in Article X of the Plan, in 
satisfaction of the requirements of Bankruptcy Rule 3016(c). 
D. 
The Debtors have complied with the Scheduling Order.  Notice of the 
 
3  To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such, and to 
the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. 
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Combined Hearing was proper, timely, and adequate in accordance with the Scheduling Order and 
in compliance with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.  No other 
or further notice is required. 
E. 
Each of the Debtors has met the burden of proving that the Plan satisfies or 
complies with all applicable provisions of sections 1122, 1123, 1125, 1126, and 1129 of the 
Bankruptcy Code by a preponderance of the evidence. 
F. 
The principal purpose of the Plan is not the avoidance of taxes or the 
avoidance of the application of section 5 of the Securities Act. 
G. 
Each of the Debtors solicited the Plan in good faith and in compliance with 
applicable provisions of the Bankruptcy Code and Bankruptcy Rules.  All affected parties in 
interest had due and adequate notice and opportunity to participate in the Plan confirmation process 
and the Combined Hearing.  Any modifications to the Plan do not require additional disclosure or 
re-solicitation of votes. 
H. 
The Debtors, the Released Parties, and the Exculpated Parties have acted in 
good faith in all aspects with respect to the Plan, including within the meaning of section 1125(e) 
of the Bankruptcy Code, and the Debtors proposed the Plan in good faith and not by any means 
forbidden by law.  The Plan has been proposed with the legitimate purpose of maximizing the 
returns available to creditors and other parties in interest.  The arm’s-length negotiations between, 
among others, the Debtors, CRB, the Plan Sponsor, and the Consenting Equity Holders, provide 
independent evidence of the good faith in proposing the Plan. 
I. 
With respect to each Debtor, votes to accept or reject the Plan have been 
solicited and tabulated fairly, in good faith, and in a manner consistent with the Bankruptcy Code 
and the Bankruptcy Rules. 
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J. 
The holder of Claims in Class 3 (CRB Claims) is impaired under the Plan 
and has voted to accept the Plan in the numbers and amounts required by section 1126(d) of the 
Bankruptcy Code. 
K. 
The Debtors are insolvent. Except as provided pursuant to Section 4.7 of 
the Plan, Holders of Interests are not entitled to any distribution under the Plan on account of such 
Interests. 
L. 
The Plan does not discriminate unfairly and is fair and equitable with 
respect to the Classes that are impaired and are deemed to reject the Plan. 
M. 
The 
disclosures 
made 
in 
the 
Plan 
Supplement 
comply 
with 
section 1129(a)(5) of the Plan Supplement to the extent applicable. 
N. 
As set forth below, the releases, injunctions, and exculpations in Article X 
of the Plan are appropriate under applicable law. 
(a) 
Releases by Debtors.  For the reasons set forth in the Confirmation 
Documents, the releases being provided by the Debtors in favor of the 
Released Parties pursuant to Section 10.7(a) of the Plan are (i) fair, 
equitable, and reasonable, (ii) integral elements of the Plan and resolution 
of the Chapter 11 Cases, without which the Debtors’ ability to confirm the 
Plan would be seriously impaired, and (iii) in the best interests of the 
Debtors, the Estates, and creditors.  Accordingly, such releases constitute a 
sound exercise of the Debtors’ business judgment and, to the extent 
applicable, otherwise satisfy the standard articulated in In re Master Mortg. 
Inv. Fund, Inc., 168 B.R. 930 (Bankr. W.D. Mo. 1994). 
 
(b) 
Releases by Releasing Parties.  For the reasons set forth in the 
Confirmation Documents, the releases being provided by the Releasing 
Parties in favor of the Released Parties pursuant to Section 10.7(b) of the 
Plan are appropriate. 
 
(c) 
Exculpation.  For the reasons set forth in the Confirmation Documents, the 
exculpations in favor of the Exculpated Parties in Section 10.8 of the Plan 
are appropriately tailored to the circumstances of these Chapter 11 Cases, 
and no Exculpated Party is being exculpated for acts or omissions that 
constitutes actual fraud, willful misconduct, or gross negligence.   
 
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(d) 
Injunction.  For the reasons set forth in the Confirmation Documents, the 
injunction set forth in Section 10.9 of the Plan is appropriate in that such 
injunction is necessary to implement, preserve, and enforce the releases and 
exculpations set forth in Article X of the Plan, and is narrowly tailored to 
achieve such purpose. 
 
O. 
The form of the ballot (the “Ballot”) provided to and used by the holder of 
Claims in Class 3 to vote on the Plan adequately addressed the particular needs of the Chapter 11 
Cases and was appropriate. 
P. 
The settlements and compromises incorporated in the Plan (including, 
without limitation, the settlement and compromise of Claims, Interests, and controversies relating 
to the contractual, legal, equitable, and subordination rights that each creditor or Interest holder 
may have with respect to any Claim or Interest or any distribution to be made on account of an 
Allowed Claim or Allowed Interest), and the settlements and compromises set forth in the 
Restructuring Support Agreement and the TRA Amendment (which are adopted by way of the 
Plan) are in the best interests of the Debtors, the Estates, the Debtors’ creditors, any Interest 
holders, and other parties in interest, are both fair and equitable, and are within the range of 
reasonableness. 
Q. 
The Claims and Interests placed in each Class are substantially similar to 
other Claims and Interests in each such Class.  Valid business, factual, and legal reasons exist for 
separately classifying the various Classes of Claims and Interests created under the Plan, and the 
Debtors’ classification scheme does not unfairly discriminate between holders of Claims or 
Interests.  Furthermore, the Plan provides for the same treatment by the Debtors for each Claim or 
Interest in each respective Class, unless the holder of a particular Claim or Interest has agreed to a 
less favorable treatment of such Claim or Interest. 
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IT IS HEREBY ORDERED THAT: 
A. 
Approval of the Disclosure Statement 
1. 
The Disclosure Statement is approved as having adequate information as 
contemplated by section 1125(a)(1) of the Bankruptcy Code.  All objections or reservations of 
rights in respect of the Disclosure Statement that have not been withdrawn or resolved before the 
Combined Hearing are overruled. 
B. 
Confirmation of the Plan 
2. 
The Plan satisfies or complies with all applicable provisions of 
sections 1122, 1123, 1125, 1126, and 1129 of the Bankruptcy Code and is confirmed pursuant to 
section 1129 of the Bankruptcy Code.  The Debtors and the Reorganized Debtors (as applicable) 
are authorized to take all actions required to effectuate the Plan and the transactions contemplated 
therein. 
3. 
All objections to or reservations of rights in respect of the Plan that have 
not been withdrawn or resolved before the Combined Hearing are overruled. 
4. 
The terms of the Plan, the agreements, instruments, and other applicable 
documents contained in the Plan Supplement (the “Plan Supplement Agreements”), the TRA 
Amendment, the Restructuring Support Agreement, the Plan Documents, and all the exhibits to all 
of the foregoing are hereby approved by the Court and are binding.  All other relevant and 
necessary documents executed or to be executed in connection with the transactions contemplated 
by the Plan shall be effective and binding as of the Effective Date.  The failure to specifically 
include or refer to any particular article, section, or provision of the Plan, the Plan Supplement 
Agreements, the TRA Amendment, the Restructuring Support Agreement, the other Plan 
Documents, or any related document in this Confirmation Order does not diminish or impair the 
effectiveness or enforceability of such article, section, or provision. 
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5. 
Except as otherwise provided in section 1141(d)(3) of the Bankruptcy 
Code, and subject to the occurrence of the Effective Date, on and after the entry of this 
Confirmation Order, the provisions of the Plan shall bind every holder of a Claim against or 
Interest in the Debtors and inure to the benefit of and be binding on such holder’s respective 
successors and assigns, regardless of whether the Claim or Interest of such holder is impaired under 
the Plan and whether such holder has accepted the Plan. 
6. 
Except as otherwise set forth in the Plan (including, without limitation, 
sections 3.4 and 7.1 of the Plan), Holders of Claims in Class 1, 2, or 4 of the Plan other than Claims 
arising from the rejection of an executory contract or unexpired lease shall not be subject to any 
claims-resolution process in the Bankruptcy Court in connection with their Claims.  Except as 
otherwise set forth in the Plan, Holders of Claims in Class 1, 2, or 4 of the Plan that are not subject 
to the Disputed Claims process set forth in Article VII of the Plan shall retain all of their rights 
under applicable non-bankruptcy law to pursue their Claims against the Debtors or Reorganized 
Debtors in any forum with jurisdiction over the parties, and all parties shall retain any and all 
rights, claims, causes of action, defenses, and remedies with respect thereto. Furthermore, from 
and after the Effective Date, the Reorganized Debtors may satisfy, dispute, settle, or otherwise 
compromise any such Claims without approval of the Bankruptcy Court. 
7. 
Each of the settlements and compromises incorporated into the Plan, 
including, without limitation, the settlements and compromises set forth in the Restructuring 
Support Agreement and the TRA Amendment, which are adopted by way of the Plan, satisfies the 
requirements of section 1129 of the Bankruptcy Code and Bankruptcy Rule 9019 and are approved 
and shall be effective immediately and binding on all parties in interest.  The Plan shall be deemed 
a valid motion to approve the good faith compromise and settlement of such settlements and 
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compromises pursuant to Bankruptcy Rule 9019 and section 1123(b)(3) of the Bankruptcy Code. 
8. 
This Confirmation Order constitutes all approvals and consents required, if 
any, by the laws, rules, or regulations of any state or any other governmental authority with respect 
to the implementation or consummation of the Plan and any other acts that may be necessary or 
appropriate for the implementation or consummation of the Plan. 
9. 
Subject only to payment of any applicable filing fees under applicable non-
bankruptcy law, each federal, state, commonwealth, local, foreign, or other Governmental Unit is 
authorized to accept for filing and/or recording any and all documents, mortgages, and instruments 
necessary or appropriate to effectuate, implement, or consummate the transactions contemplated 
by the Plan and this Confirmation Order.  No such Governmental Unit may require any payment 
that is the subject of section 12.1 of the Plan in respect of any filing or recording for such purpose. 
10. 
To the maximum extent permitted by section 1145 of the Bankruptcy Code, 
the Consenting Creditor New Equity to CRB on account of the Allowed CRB Claims and the 
Plan Sponsor New Equity to the Plan Sponsor, issued under the Plan is exempt from registration 
under applicable securities laws. 
11. 
The amendments and modifications to the Plan since the filing thereof, 
including as may be reflected in the Plan and this Confirmation Order, are approved in accordance 
with section 1127(a) of the Bankruptcy Code and Bankruptcy Rule 3019(a). 
12. 
The assumption of executory contracts and unexpired leases as set forth in 
Article VIII of the Plan is approved.  As set forth in section 8.1 of the Plan, all prepetition executory 
contracts and unexpired leases not otherwise assumed or rejected shall be assumed by the 
applicable Reorganized Debtor as of the Effective Date, unless such executory contract or 
unexpired lease (a) was previously assumed or rejected by the Debtors pursuant to a Final Order 
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of the Bankruptcy Court, (b) previously expired or terminated pursuant to its own terms or by 
agreement of the parties thereto, (c) is the subject to a motion to reject filed by the Debtors on or 
before the Effective Date, or (d) is specifically designated as a contract or lease to be rejected on 
the Schedule of Rejected Contracts. 
13. 
For the avoidance doubt, pursuant to Bankruptcy Rule 3020(c)(1), the 
following provisions in the Plan are hereby approved and will be effective immediately on the 
Effective Date without further order or action by the Court, any of the parties to such release, or 
any other entity: (a) the Plan Injunction (section 10.6); (b) the Releases by the Debtors 
(section 10.7(a)); (c) the Releases by Releasing Parties (section 10.7(b)); (d) the Exculpation 
(Section 10.8); and (e) the Injunction Related to Releases and Exculpation (section 10.9). 
14. 
The Debtors and Reorganized Debtors, as applicable, are hereby authorized 
without further notice to or action, order or approval of the Court to enter into, perform under, and 
consummate the transactions contemplated by the Investment Agreement, the New Corporate 
Governance Documents, the Amended CRB Agreements, the Convertible Notes, and the Note 
Purchase Agreement, and shall execute and deliver on the Effective Date, as applicable, all 
agreements, documents, instruments, financing statements, mortgages, security documents, and 
certificates relating to the Investment Agreement, the New Corporate Governance Documents, 
the Amended CRB Agreements, the Convertible Notes, the Note Purchase Agreement, and 
the  Note Purchase Option Letter Agreement, as applicable (collectively, the “Plan Documents”), 
in each case that are contemplated to be executed and/or delivered, as applicable, on the Effective 
Date.  All such documents are approved, incorporated in the Plan and this Confirmation Order by 
reference, and shall become effective in accordance with their terms and the Plan.  Confirmation 
of the Plan shall be deemed approval of all obligations to be incurred and fees paid or to be paid 
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by the Debtors or the Reorganized Debtors in connection with the Plan Documents. 
15. 
On the Effective Date, the Reorganized Debtors shall enter into the Plan 
Documents (to the extent such Plan Documents have not already been executed) and the Plan 
Documents shall, subject to the satisfaction of the conditions thereof, constitute legal, valid, 
binding, and authorized joint and several obligations of the applicable Reorganized Debtors, 
enforceable in accordance with their respective terms, and such obligations shall not be, and shall 
not be deemed to be, enjoined or subject to discharge, impairment, release, avoidance, 
recharacterization, or subordination under applicable law, the Plan, or this Confirmation Order or 
on account of the confirmation or consummation of the Plan.  On the Effective Date, all of the 
Liens and security interests to be granted on the Effective Date in accordance with the Plan 
Documents shall, as applicable, (a) be legal, binding, enforceable, and automatically perfected 
Liens on, and security interests in, the collateral granted thereunder in accordance with the terms 
of the Plan Documents, as applicable, without (i) further approval of the Court, (ii) any approvals, 
consents or waivers of any other party, or (iii) further corporate, limited liability company or 
similar action or approval, as applicable, by any Debtor or Reorganized Debtor, (b) be deemed 
automatically attached and perfected on the Effective Date, subject only to such Liens and security 
interests as may be permitted under the Plan Documents, as applicable, without the necessity of 
filing or recording any financing statement, assignment, pledge, notice of lien or any similar 
document or instrument or taking any other action, and (c) not be subject to recharacterization or 
equitable subordination for any purposes whatsoever and shall not constitute preferential transfers, 
fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable 
non-bankruptcy law.  The guarantees, pledges, liens, and other security interests granted to secure 
the obligations arising under the Plan Documents including without limitation under the Amended 
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CRB Agreements, the Convertible Notes, and the Note Purchase Agreement, as applicable, have 
been granted in good faith, for legitimate business purposes, and for reasonably equivalent value, 
shall be deemed to not constitute a fraudulent conveyance or fraudulent transfer, shall not 
otherwise be subject to avoidance, recharacterization, or subordination for any purposes 
whatsoever, and shall not constitute preferential transfers, fraudulent conveyances, or fraudulent 
transfers under the Bankruptcy Code or any applicable non-bankruptcy law. 
16. 
Except as otherwise provided in the Plan, or in any contract, instrument, 
release, or other agreement or document created pursuant to the Plan, including the Plan 
Documents, on the Effective Date and concurrently with the applicable distributions made 
pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the portion of the 
Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, Liens, 
pledges, or other security interests against any property of the Estates shall be fully released and 
discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, 
Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their 
successors and assigns.  All holders of Secured Claims are directed to cooperate with the Debtors 
or the Reorganized Debtors, as the case may be, in implementing this paragraph and any 
administrative details relating thereto. 
17. 
The Debtors shall cause to be served a notice of the entry of this 
Confirmation Order and occurrence of the Effective Date (the “Notice of Effective Date”) upon 
(a) all parties listed in the creditor matrix maintained by Omni Agent Solutions, Inc., and (b) such 
additional persons and entities as deemed appropriate by the Reorganized Debtors, no later than 
five (5) Business Days after the Effective Date. 
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C. 
Professional Fee Claims 
18. 
All Professional Persons seeking approval by the Bankruptcy Court of 
compensation for services rendered or reimbursement of expenses incurred through and including 
the Effective Date under sections 327, 328, 330, 331, or 503(b)(2) of the Bankruptcy Code shall 
file, on or before the date that is thirty (30) calendar days after the Effective Date, their respective 
applications (collectively, the “Final Fee Applications”) for final allowances of compensation for 
services rendered, and reimbursement of expenses incurred between the Petition Date and the 
Effective Date and serve such applications upon the following parties (collectively, the “Notice 
Parties”): (a) the attorneys for the Debtors, (i) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, 
New York, New York 10153 (Attn: Ray C. Schrock, Esq. (ray.schrock@weil.com), Alexander W. 
Welch, 
Esq. 
(alexander.welch@weil.com), 
and 
Alejandro 
Bascoy, 
Esq. 
(alejandro.bascoy@weil.com)), and (ii) Richards, Layton & Finger, P.A., One Rodney Square, 
920 North King Street, Wilmington, DE 19801 (Attn: Daniel J. DeFranceschi, Esq. 
(defranceschi@rlf.com) and Zachary I. Shapiro, Esq. (shapiro@rlf.com)); (b) the Office of the 
United States Trustee for the District of Delaware, 844 N. King Street, Wilmington, Delaware 
19801 (Attn: Joseph Cudia, Esq. (joseph.cudia@usdoj.gov)); (c) attorneys for CRB, Paul, Weiss, 
Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, NY 10019 (Attn: 
Alice Eaton, Esq. (aeaton@paulweiss.com) and Kyle Kimpler, Esq. (kkimpler@paulweiss.com)) 
and Young Conaway Stargatt & Taylor LLP, Rodney Square, 1000 North King Street, 
Wilmington, Delaware 19801 (Attn: Pauline K Morgan, Esq. (pmorgan@ycst.com) and Andrew 
Magaziner, Esq. (amagaziner@ycst.com)); and (d) attorneys for the Plan Sponsor, Locke Lord 
LLP, Brookfield Place, 200 Vesey Street, New York, NY 10281 (Attn: Aaron Smith Esq. 
(asmith@lockelord.com) and Michael Malfettone, Esq. (michael.malfettone@lockelord.com)). 
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Any objection to any Final Fee Application must be filed with this Court, and served upon the 
applicable Professional Person and the other Notice Parties, so as to be actually received no later 
than 4:00 p.m. (prevailing Eastern Time) on the date that is twenty-one (21) calendar days after 
the filing of the applicable Final Fee Application. 
D. 
United States 
19. 
Notwithstanding any provision in the Plan, the Plan Supplement, this 
Confirmation Order or other related Plan documents (collectively, “Documents”): 
Nothing discharges or releases the Debtors, the Reorganized Debtors, or any non-
debtor from any right, claim, liability, defense or cause of action of the United 
States or impairs the ability of the United States to pursue any right, claim, liability, 
defense, or cause of action against any Debtor, Reorganized Debtor or non-debtor. 
Contracts, 
purchase 
orders, 
agreements, 
leases, 
covenants, 
guaranties, 
indemnifications, operating rights agreements or other interests of or with the 
United States shall be, subject to any applicable legal or equitable rights or defenses 
of the Debtors or Reorganized Debtors under applicable non-bankruptcy law, paid, 
treated, determined and administered in the ordinary course of business as if the 
Debtors’ bankruptcy cases were never filed and the Debtors and Reorganized 
Debtors shall comply with all applicable non-bankruptcy law. All rights, claims, 
liabilities, defenses or causes of action, of or to the United States shall survive the 
Chapter 11 Cases as if they had not been commenced and be determined in the 
ordinary course of business, including in the manner and by the administrative or 
judicial tribunals in which such rights, claims, liabilities, defenses or causes of 
action would have been resolved or adjudicated if the Chapter 11 Cases had not 
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been commenced; provided, that nothing in the Documents shall alter any legal or 
equitable rights or defenses of the Debtors or the Reorganized Debtors under non-
bankruptcy law with respect to any such claim, liability, or cause of action. Without 
limiting the foregoing, for the avoidance of doubt, nothing shall: (i) require the 
United States to file any proofs of claim or administrative expense claims in the 
Chapter 11 Cases for any right, claim, liability, defense, or cause of action; (ii) 
affect or impair the exercise of the United States’ police and regulatory powers 
against the Debtors, the Reorganized Debtors or any non-debtor; (iii) be interpreted 
to set cure amounts or to require the United States to novate or otherwise consent 
to the transfer of any federal or state contracts, purchase orders, agreements, leases, 
covenants, guaranties, indemnifications, operating rights agreements or other 
interests; (iv) affect or impair the United States’ rights and defenses of setoff and 
recoupment, or ability to assert setoff or recoupment against the Debtors or the 
Reorganized Debtors and such rights and defenses are expressly preserved; 
(v) constitute an approval or consent by the United States without compliance with 
all applicable legal requirements and approvals under non-bankruptcy law; or 
(vi) relieve any party from compliance with all licenses and permits issued by 
governmental units in accordance with non-bankruptcy law. 
E. 
Securities and Exchange Commission 
20. 
Notwithstanding any language to the contrary in the Disclosure Statement, 
Plan and/or Confirmation Order, no provision shall (i) preclude the United States Securities and 
Exchange Commission (“SEC”) from enforcing its police or regulatory powers; or, (ii) enjoin, 
limit, impair, or delay the SEC from commencing or continuing any claims, causes of action, 
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proceeding (other than any derivative claim, action or proceeding of or released by the Debtors) 
or investigations against any non-debtor person or non-debtor entity in any forum; provided, 
however, that the foregoing shall in no way limit the exculpations and protections provided for 
under section 1125(e) of the Bankruptcy Code or set forth in section 10.8 of the Plan. 
F. 
No Effect on Governmental Regulatory and Enforcement Authority 
21. 
In respect of the Responding States,4 nothing in this Confirmation Order or 
the Plan or related documents discharges, releases, precludes, or otherwise bars: (a) any liability 
to any Responding State that is not a Claim; (b) any Claim of a Responding State arising on or 
after the Confirmation Date; (c) any liability to a Responding State under police and regulatory 
statutes or regulations arising prior to and after the Confirmation Date (except any Subordinated 
Interest); or (d) any liability to a Responding State (other than any derivative claim released by the 
Debtors) on the part of any Person other than the Debtors or Reorganized Debtors; provided, 
however, that the foregoing shall in no way limit the exculpations and protections provided for 
under section 1125(e) of the Bankruptcy Code or set forth in section 10.8 of the Plan.  Nor shall 
anything in this Confirmation Order or the Plan enjoin or otherwise bar a Responding State from 
asserting or enforcing, outside this Court, any liability described in the preceding sentence, 
including by exercising police powers authority exempt from the Bankruptcy Code’s automatic 
stay under section 362(b)(4) of the Bankruptcy Code. 
 
4 “Responding States” means, Connecticut, Georgia, Illinois, Indiana, Kansas, Kentucky, Michigan, Missouri, 
Minnesota, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Virginia, 
Washington, West Virginia and Wisconsin. 
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22. 
Further, nothing in this Confirmation Order or the Plan or related 
documents, with respect to any Responding State: (a) authorizes the transfer or assignment of any 
governmental (i) license, (ii) permit, (iii) registration, (iv) authorization or (v) approval, or the 
discontinuation of any obligation thereunder, without compliance with all applicable legal 
requirements and approvals under police or regulatory law; (b) shall relieve any entity from any 
obligation to address or comply with information requests, investigations, or inquiries from any 
Responding State; (c) shall affect any setoff or recoupment rights of any Responding State; or (d) 
divests any tribunal of any jurisdiction it may have under police or regulatory law to interpret this 
Confirmation Order or the Plan or to adjudicate any defense asserted under this Confirmation 
Order or the Plan.  Further, the injunction provisions and releases (other than any derivative claims 
released by the Debtors) set forth under the Plan are not intended to and shall not be construed to 
bar any Responding State from, following the entry of this Confirmation Order, pursuing 
regulatory or enforcement action. 
G. 
Florida Litigation 
23. 
Notwithstanding anything contained in the Plan or this Confirmation Order 
to the contrary, neither the Plan nor this Order releases any of the Debtors’ current or former 
directors, officers, members and managers from direct claims brought by SL Investor III LLC, 
Biscayne Bay Sunlight Holdings, LLC, and Neil Z. Auerbach or bars such claims in any way. 
H. 
Silicon Valley Bank 
24. 
For the avoidance of doubt and to the extent provided for in those certain 
agreements 
between 
the 
Debtors 
and 
Silicon 
Valley 
Bank, 
a 
division 
of 
First-Citizens Bank & Trust Company (“SVB”), all obligations of the Debtors in connection with 
the letters of credit, corporate credit card program, and other bank services products issued by SVB 
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are secured by cash in certain segregated blocked accounts at SVB, and such cash is and shall 
continue to be SVB’s collateral notwithstanding any other provision in the Plan.  To the extent 
provided for in the SVB Contracts, SVB shall be permitted to pay any obligations owed by the 
Debtors to SVB from such cash pledged to SVB in certain segregated blocked accounts without 
further order of the Bankruptcy Court or notice to or consent from the Debtors or any other party.  
SVB shall retain its rights under the SVB Contracts, including, without limitation, offset rights. 
I. Assumption of Charlotte, North Carolina Office Lease 
25. 
That certain Office Lease dated August 30, 2017, by and between Sunlight 
Financial LLC, as tenant, and CC 101 North Tryon, LLC, as landlord and successor-in-interest to 
101 Independence Center, LLC (the “Landlord”), as amended by that certain First Amendment 
to Office Lease dated December 31, 2018, as further amended by that certain Second Amendment 
to Office Lease dated July 6, 2021, and as further amended by that certain Third Amendment to 
Office Lease (the “Amended Office Lease”) shall be deemed and hereby is assumed by Sunlight 
Financial LLC pursuant to section 365(a) of the Bankruptcy Code, effective as at the date of entry 
of this Confirmation Order. 
26. 
Sunlight Financial LLC and the Landlord are hereby authorized to take such 
additional actions or execute such additional documents as are necessary or appropriate to 
effectuate the assumption of the Amended Office Lease. 
J. 
Fung Plaintiffs’ Class Action 
27. 
Notwithstanding anything in the Plan to the contrary, including the releases 
and injunctions set forth in Article X of the Plan, nothing in the Plan or this Confirmation Order 
shall preclude the rights of Matthew Millunchick, or any other person he shall designate to replace 
him, in his capacity as lead plaintiff (the “Lead Plaintiff”) in the securities class action titled 
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Fung v. Sunlight Financial Holdings Inc., et al., Case No. 1:22- cv-10658-AKH filed in the 
United States District Court for the Southern District of New York (the “Fung Action”) from 
pursuing their Claims, on behalf of themselves and the putative class in the Fung Action 
(together, with Mr Millunick and any other person he shall designate, the “Fung Plaintiffs”), 
against the Debtors solely as a nominal defendant and solely for the purposes (x) of recovering 
available insurance proceeds (if any and solely where the applicable policy covers such Claims) 
over and above any applicable self-insured retention amount, and (y) of seeking discovery from 
the Debtors in the Fung Action. 
28. 
Upon the dismissal of the Fung Action as against all directors and officers 
of the Debtors who are party in the Fung Action as of the date of this Confirmation Order, the 
Fung Plaintiffs shall be required to dismiss the Fung Action as against the Debtors (without 
prejudice) on no less favorable terms and the Fung Plainitffs shall not be entitled to proceed against 
the Debtors for any reason in the Fung Action. 
29. 
The Fung Plaintiffs shall be bound by the representations and statements 
made on the record by their counsel at the Confirmation Hearing and the Bankruptcy Court’s ruling 
shall be incorporated by reference in this Confirmation Order.  For the avoidance of doubt, the 
Debtors shall retain all rights, defenses, claims, and counterclaims in the Fung Action. 
K. 
Miscellaneous 
30. 
The Challenge Period Termination Date (as defined in the DIP Orders) shall 
be deemed to have occurred effective upon entry of this Confirmation Order. 
31. 
Notwithstanding anything in paragraph 19 of this Confirmation Order, 
paragraph 19 shall exclude and not concern the SEC. 
32. 
Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 6006(d), and 7062, 
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the terms and conditions of this Confirmation Order will be effective and enforceable immediately 
upon its entry and shall not be stayed.  This Confirmation Order is a final order and the period in 
which an appeal must be filed shall commence upon the entry hereof.  The Plan shall be deemed a 
valid motion to approve the foregoing. 
33. 
Except as otherwise provided in the Plan and Plan Documents, all property 
of the Estates of the Debtors, and any property acquired by the Debtors or Reorganized Debtors 
under the Plan, will vest in the Reorganized Debtors as of the Effective Date, free and clear of all 
Claims, liens, charges, other encumbrances, Interests, and other interests. 
34. 
The Debtors are authorized to consummate the Plan at any time after the 
entry of this Confirmation Order, subject to the satisfaction or waiver of the conditions precedent 
to the Effective Date, and all parties in interest shall be entitled to rely upon this Confirmation 
Order in taking any actions or performing any obligations to consummate the Plan.  Upon 
consummation of the transactions contemplated by the Plan, the Debtors shall continue without 
dissolution. 
35. 
If any or all of the provisions of this Confirmation Order are hereafter 
reversed, modified, or vacated by subsequent order of the Bankruptcy Court or any other court, 
such reversal, modification, or vacatur shall not affect the validity of the acts or obligations 
incurred or undertaken under or in connection with the Plan before the Debtors’ or the Reorganized 
Debtors’ receipt of written notice of any such order; nor shall such reversal, modification, or 
vacatur of this Confirmation Order affect the validity or enforceability of such act or obligation. 
Notwithstanding any such reversal, modification, or vacatur of this Confirmation Order, any such 
act or obligation incurred or undertaken pursuant to, and in reliance on, this Confirmation Order 
before the effective date of such reversal, modification, or vacatur shall be governed in all respects 
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by the provisions of this Confirmation Order, the Plan, the Plan Documents and all documents, 
instruments and agreements related thereto or any amendments or modifications thereto. 
36. 
The failure to include specifically any particular provision of the Plan in 
this Confirmation Order will not diminish the effectiveness of such provision nor constitute a 
waiver thereof, it being the intent that the Plan is confirmed in its entirety. 
37. 
The provisions of the Plan and this Confirmation Order, including any 
findings of fact and conclusions of law set forth in this Confirmation Order, are non-severable and 
mutually dependent. 
38. 
Except as otherwise may be provided in the Plan or herein, notice of all 
subsequent pleadings in these cases after the Effective Date shall be limited to: (i) the Notice 
Parties; and (ii) any party known to be directly affected by the relief sought.   
39. 
This Court shall retain jurisdiction with respect to all matters arising from 
or related to the implementation of this Confirmation Order and all matters arising in and under, 
and related to, these Chapter 11 Cases, as set forth in Article XI of the Plan, or pursuant to 
section 1142 of the Bankruptcy Code. 
MARY F. WALRATH 
UNITED STATES BANKRUPTCY JUDGE
Dated: December 5th, 2023 
Wilmington, Delaware
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Exhibit A 
Plan 
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IN THE UNITED STATES BANKRUPTCY COURT 
FOR THE DISTRICT OF DELAWARE 
------------------------------------------------------------ x 
 
In re 
: 
Chapter 11 
 
: 
 
SUNLIGHT FINANCIAL HOLDINGS INC.,  : 
Case No. 23-11794 (MFW) 
et al., 
: 
 
 
: 
(Jointly Administered) 
 
 
Debtors.1 
: 
: 
 
 
: 
 
------------------------------------------------------------ x 
 
 
AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF 
SUNLIGHT FINANCIAL HOLDINGS INC. AND ITS AFFILIATED DEBTORS 
 
WEIL, GOTSHAL & MANGES LLP 
Ray C. Schrock (admitted pro hac vice) 
Alexander W. Welch (admitted pro hac vice) 
Alejandro Bascoy (admitted pro hac vice) 
767 Fifth Avenue 
New York, New York 10153 
Telephone: (212) 310-8000 
E-mail: ray.schrock@weil.com 
alexander.welch@weil.com 
 
alejandro.bascoy@weil.com 
 
RICHARDS, LAYTON & FINGER, P.A. 
Daniel J. DeFranceschi (No. 2732) 
Zachary I. Shapiro (No. 5103)  
James F. McCauley (No. 6991) 
One Rodney Square 
920 North King Street 
Wilmington, Delaware 19801 
Telephone: (302) 651-7700 
E-mail: defranceschi@rlf.com 
shapiro@rlf.com 
 
mccauley@rlf.com 
 
 
Attorneys for Debtors and  
Debtors in Possession 
 
 
 
Dated: December 1, 2023 
 
Wilmington, Delaware 
 
 
 
 
1 The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s federal tax identification 
number, as applicable are: Sunlight Financial Holdings Inc. (9566), SL Financial Holdings Inc. (2472), SL Financial 
Investor I LLC (N/A), SL Financial Investor II LLC (1453), and Sunlight Financial LLC (3713).  The Debtors’ mailing 
and service address is 101 North Tryon Street, Suite 900, Charlotte, North Carolina 28246.  
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Table of Contents 
Page 
ARTICLE I 
DEFINITIONS AND INTERPRETATION. ..................................................1 
1.1 
Definitions........................................................................................................................1 
1.2 
Interpretation; Application of Definitions; Rules of Construction. ...............................15 
1.3 
Reference to Monetary Figures. .....................................................................................15 
1.4 
Rights of Consenting Creditor and Plan Sponsor. .........................................................15 
1.5 
Controlling Document. ..................................................................................................16 
ARTICLE II 
TREATMENT OF CERTAIN CLAIMS. .....................................................16 
2.1 
Treatment of Administrative Expense Claims. ..............................................................16 
2.2 
Treatment of Fee Claims. ...............................................................................................17 
2.3 
Treatment of Priority Tax Claims. .................................................................................18 
2.4 
Payment of Restructuring Expenses. .............................................................................18 
ARTICLE III 
CLASSIFICATION OF CLAIMS AND INTERESTS. ...............................18 
3.1 
Classification in General. ...............................................................................................18 
3.2 
Formation of Debtor Groups for Convenience Only. ....................................................18 
3.3 
Summary of Classification of Claims and Interests. ......................................................19 
3.4 
Special Provision Governing Unimpaired Claims. ........................................................19 
3.5 
Elimination of Vacant Classes. ......................................................................................20 
3.6 
Voting; Presumptions; Solicitation. ...............................................................................20 
3.7 
Cramdown. .....................................................................................................................20 
3.8 
No Waiver. .....................................................................................................................21 
ARTICLE IV 
TREATMENT OF CLAIMS AND INTERESTS. .......................................21 
4.1 
Class 1:  Other Priority Claims. .....................................................................................21 
4.2 
Class 2:  Other Secured Claims. ....................................................................................21 
4.3 
Class 3:  CRB Claims. ...................................................................................................22 
4.4 
Class 4:  General Unsecured Claims ..............................................................................23 
4.5 
Class 5:  Intercompany Claims ......................................................................................23 
4.6 
Class 6:  Existing Interests .............................................................................................24 
4.7 
Class 7:  Intercompany Interests ....................................................................................24 
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ARTICLE V 
MEANS FOR IMPLEMENTATION. ...........................................................25 
5.1 
Separate Plans. ...............................................................................................................25 
5.2 
No Substantive Consolidation........................................................................................25 
5.3 
Compromise and Settlement of Claims, Interests, and Controversies. ..........................25 
5.4 
[Reserved.] .....................................................................................................................25 
5.5 
Continued Corporate Existence; Effectuating Documents; Further Transactions. ........25 
5.6 
Plan Funding and Investment Transactions. ..................................................................26 
5.7 
Cancellation of Existing Securities and Agreements. ....................................................27 
5.8 
Cancellation of Certain Existing Security Interests. ......................................................27 
5.9 
Officers and Boards of Directors. ..................................................................................27 
5.10 
Management Incentive Plan. ..........................................................................................29 
5.11 
Authorization and Issuance of New Equity. ..................................................................29 
5.12 
Amended CRB Agreements. ..........................................................................................29 
5.13 
Restructuring Transactions. ...........................................................................................31 
5.14 
Nonconsensual Confirmation.........................................................................................32 
5.15 
Notice of Effective Date. ...............................................................................................32 
5.16 
Convertible Notes ..........................................................................................................32 
5.17 
Effectiveness of the TRA Amendment ..........................................................................33 
ARTICLE VI 
DISTRIBUTIONS. ..........................................................................................34 
6.1 
Distributions Generally. .................................................................................................34 
6.2 
Postpetition Interest on Claims. .....................................................................................34 
6.3 
Date of Distributions. .....................................................................................................34 
6.4 
Distribution Record Date. ..............................................................................................34 
6.5 
Distributions After Effective Date. ................................................................................34 
6.6 
Disbursing Agent. ..........................................................................................................35 
6.7 
Delivery of Distributions. ..............................................................................................35 
6.8 
Unclaimed Property. ......................................................................................................35 
6.9 
Satisfaction of Claims. ...................................................................................................35 
6.10 
Manner of Payment under Plan......................................................................................36 
6.11 
Fractional Shares. ...........................................................................................................36 
6.12 
No Distribution in Excess of Amount of Allowed Claim. .............................................36 
6.13 
Exemptions from Applicable Securities Laws. ..............................................................36 
6.14 
Setoffs and Recoupments. ..............................................................................................37 
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6.15 
Rights and Powers of Disbursing Agent. .......................................................................38 
6.16 
Withholding and Reporting Requirements. ...................................................................38 
ARTICLE VII  PROCEDURES FOR RESOLVING CLAIMS. ...........................................39 
7.1 
Disputed Claims Process................................................................................................39 
7.2 
Objections to Claims. .....................................................................................................39 
7.3 
Resolution of Disputed Claims. .....................................................................................39 
7.4 
Payment and Distributions with Respect to Disputed Claims. ......................................39 
7.5 
Amendments to Claims ..................................................................................................39 
7.6 
Distributions after Allowance. .......................................................................................40 
7.7 
Disallowance of Claims. ................................................................................................40 
7.8 
Estimation of Claims......................................................................................................40 
7.9 
No Distributions Pending Allowance. ...........................................................................40 
7.10 
Claim Resolution Procedures Cumulative. ....................................................................41 
7.11 
Interest............................................................................................................................41 
7.12 
Insured or Otherwise Satisfied Claims. .........................................................................41 
ARTICLE VIII  EXECUTORY CONTRACTS AND UNEXPIRED LEASES. ...................41 
8.1 
General Treatment. ........................................................................................................41 
8.2 
Rejection Damages Claims. ...........................................................................................43 
8.3 
Determination of Assumption and Cure Disputes; Deemed Consent. ...........................43 
8.4 
Compensation and Benefit Plans. ..................................................................................44 
8.5 
Indemnification Obligations. .........................................................................................44 
8.6 
Insurance Policies. .........................................................................................................44 
8.7 
Intellectual Property Licenses and Agreements. ............................................................44 
8.8 
Modifications, Amendments, Supplements, Restatements, or Other Agreements. .......45 
8.9 
Reservation of Rights. ....................................................................................................45 
ARTICLE IX 
CONDITIONS PRECEDENT TO OCCURRENCE OF EFFECTIVE 
DATE. ...............................................................................................................46 
9.1 
Conditions Precedent to Effective Date. ........................................................................46 
9.2 
Waiver of Conditions Precedent. ...................................................................................47 
9.3 
Effect of Failure of a Condition to the Effective Date. ..................................................48 
9.4 
Effect of Effective Date. ................................................................................................48 
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ARTICLE X 
EFFECT OF CONFIRMATION. ..................................................................48 
10.1 
Binding Effect. ...............................................................................................................48 
10.2 
Vesting of Assets. ..........................................................................................................48 
10.3 
Discharge of Claims Against and Interests in Debtors. .................................................49 
10.4 
Pre-Confirmation Injunctions and Stays. .......................................................................49 
10.5 
Injunction against Interference with Plan. .....................................................................49 
10.6 
Plan Injunction. ..............................................................................................................50 
10.7 
Releases..........................................................................................................................50 
10.8 
Exculpation. ...................................................................................................................52 
10.9 
Injunction Related to Releases and Exculpation. ...........................................................53 
10.10  Subordinated Claims and Interests. ................................................................................53 
10.11  Retention of Causes of Action and Reservation of Rights. ...........................................53 
10.12  Ipso Facto and Similar Provisions Ineffective. ..............................................................53 
10.13  Dissolution of Creditors' Committee. ............................................................................54 
10.14  Votes Solicited in Good Faith. .......................................................................................54 
10.15  Closing of Chapter 11 Cases. .........................................................................................54 
ARTICLE XI 
RETENTION OF JURISDICTION. .............................................................54 
11.1 
Retention of Jurisdiction. ...............................................................................................54 
ARTICLE XII  MISCELLANEOUS PROVISIONS. .............................................................56 
12.1 
Exemption from Certain Transfer Taxes. ......................................................................56 
12.2 
Request for Expedited Determination of Taxes. ............................................................57 
12.3 
Dates of Actions to Implement Plan. .............................................................................57 
12.4 
Principal Purpose of the Plan. ........................................................................................57 
12.5 
Amendments. .................................................................................................................57 
12.6 
Revocation or Withdrawal of Plan. ................................................................................57 
12.7 
Severability. ...................................................................................................................58 
12.8 
Governing Law. .............................................................................................................58 
12.9 
Immediate Binding Effect. .............................................................................................58 
12.10  Payment of Statutory Fees .............................................................................................58 
12.11  Successors and Assigns. .................................................................................................59 
12.12  Entire Agreement. ..........................................................................................................59 
12.13  Computing Time. ...........................................................................................................59 
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12.14  Notices. ..........................................................................................................................59 
12.15  Reservation of Rights. ....................................................................................................61 
 
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Each of Sunlight Financial Holdings Inc., SL Financial Holdings Inc., SL Financial 
Investor I LLC, SL Financial Investor II LLC, and Sunlight Financial LLC (each, as they existed 
at any time prior to the Effective Date, a “Debtor” and collectively, the “Debtors” or 
the “Company”) proposes the following joint prepackaged chapter 11 plan of reorganization 
pursuant to section 1121(a) of the Bankruptcy Code.  Capitalized terms used herein shall have the 
meanings set forth in Section 1.1 below.  Holders of Claims and Interests may refer to the 
Disclosure Statement for a discussion of the Debtors’ history, business, Assets, results of 
operations, and historical financial information, as well as a summary and description of the Plan.  
The Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy 
Code.  The Plan shall apply as a separate Plan for each of the Debtors, and the classification of 
Claims and Interests set forth herein shall apply separately to each of the Debtors. 
ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED 
TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY 
BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 
ARTICLE I 
DEFINITIONS AND INTERPRETATION. 
1.1 
Definitions. 
The following terms shall have the respective meanings specified below: 
1.1 
“Additional Advances” has the meaning set forth in the DIP Orders. 
1.2 
“Additional Advances Agreement” has the meaning set forth in the DIP 
Orders. 
1.3 
“Administrative Expense Claim” means any right to payment constituting 
a cost or expense of administration incurred during the Chapter 11 Cases of a kind specified under 
section 503(b) of the Bankruptcy Code and entitled to priority under sections 507(a)(2), 507(b), or 
1114(e)(2) of the Bankruptcy Code, including, without limitation: (a) the actual and necessary 
costs and expenses incurred after the Petition Date and through the Effective Date of preserving 
the Estates and operating the business of the Debtors; (b) Fee Claims; and (c) Restructuring 
Expenses. 
1.4 
“Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy 
Code. 
1.5 
“Allowed” means, with reference to any Claim or Interest, a Claim or 
Interest (a) arising on or before the Effective Date as to which (i) no objection to allowance or 
priority, and no request for estimation or other challenge, including, without limitation, pursuant 
to section 502(d) of the Bankruptcy Code or otherwise, has been interposed and not withdrawn 
within the applicable period fixed by the Plan or applicable law, or (ii) any objection has been 
determined in favor of the holder of the Claim or Interest by a Final Order, (b) that is compromised, 
settled, or otherwise resolved pursuant to the authority of the Debtors or the Reorganized Debtors, 
(c) as to which the liability of the Debtors or the Reorganized Debtors, as applicable, and the 
amount thereof are determined by a Final Order of a court of competent jurisdiction, or (d) 
expressly allowed hereunder; provided, however, that notwithstanding the foregoing, (x) unless 
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expressly waived by the Plan, the Allowed amount of Claims or Interests shall be subject to and 
shall not exceed the limitations or maximum amounts permitted by the Bankruptcy Code, 
including sections 502 or 503 of the Bankruptcy Code, to the extent applicable, and (y) the 
Reorganized Debtors shall retain all Claims and defenses with respect to Allowed Claims that are 
Reinstated or otherwise Unimpaired pursuant to the Plan. 
1.6 
“Amended and Restated HI Program Agreements” means the amended 
and restated HI Program Agreements, included as exhibits to the Plan Supplement in form and 
substance consistent with the Plan. 
1.7 
“Amended and Restated Loan and Security Agreement” means the 
amended and restated Loan and Security Agreement, included as an exhibit to the Plan Supplement 
in form and substance consistent with the Plan. 
1.8 
“Amended and Restated Loan Program Agreements” means the Amended 
and Restated HI Program Agreements and the Amended and Restated Solar Program Agreements. 
1.9 
“Amended and Restated Solar Program Agreements” means the amended 
and restated Solar Program Agreements, included as exhibits to the Plan Supplement in form and 
substance consistent with the Plan. 
1.10 
“Amended By-Laws” means, with respect to the Reorganized Debtors, such 
Reorganized Debtors’ amended or amended and restated by-laws or operating agreement, a 
substantially final form of which shall be contained in the Plan Supplement to the extent they 
contain material changes to the existing documents. 
1.11 
“Amended Certificate of Incorporation” means the Reorganized Debtors’ 
amended or amended and restated certificate of incorporation or certificate of formation, a 
substantially final form of which shall be contained in the Plan Supplement to the extent they 
contain material changes to the existing documents. 
1.12 
“Amended CRB Agreements” means, collectively, the Amended and 
Restated Loan and Security Agreement and the Amended and Restated Loan Program Agreements. 
1.13 
“Asset” means all of the rights, title, and interests of a Debtor in and to 
property or assets of whatever type or nature, including Causes of Action, real, personal, mixed, 
intellectual, contractual, tangible, and intangible property or assets. 
1.14 
“Bankruptcy Code” means title 11 of the United States Code, as amended 
from time to time, as applicable to these Chapter 11 Cases. 
1.15 
“Bankruptcy Court” means the United States Bankruptcy Court for the 
District of Delaware having jurisdiction over the Chapter 11 Cases and, to the extent of any 
reference made under section 157 of title 28 of the United States Code, or if the Bankruptcy Court 
is determined not to have authority to enter a Final Order on an issue, the United States District 
Court for the District of Delaware having jurisdiction over the Chapter 11 Cases under section 151 
of title 28 of the United States Code. 
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1.16 
“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure as 
promulgated by the United States Supreme Court under section 2075 of title 28 of the United States 
Code, as amended from time to time, applicable to the Chapter 11 Cases, and any local rules of 
the Bankruptcy Court. 
1.17 
“Breach Notice” means a notice of breach of the Restructuring Support 
Agreement by EDUH issued jointly by the Debtors and CRB to EDUH. 
1.18 
“Business Day” means any day other than a Saturday, a Sunday, or any 
other day on which banking institutions in New York, NY are authorized or required by law or 
executive order to close.  
1.19 
“Capital Schedule” means the schedule setting forth the respective 
ownership interests of the holders of the New Equity as of the Effective Date, which schedule is 
(i) included as an exhibit in the Plan Supplement in form and substance consistent with the Plan 
and (ii) acceptable to the Consenting Creditor and Plan Sponsor. 
1.20 
“Cash” means legal tender of the United States of America. 
1.21 
“Cause of Action” means any action, Claim, cross-Claim, third-party 
Claim, cause of action, controversy, dispute, demand, right, Lien, indemnity, contribution, 
guaranty, suit, obligation, liability, loss, debt, fee or expense, damage, interest, judgment, cost, 
account, defense, remedy, offset, power, privilege, proceeding, license and franchise of any kind 
or character whatsoever, known, unknown, foreseen or unforeseen, existing or hereafter arising, 
contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or 
unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively 
(including any alter ego theories), whether arising before, on, or after the Petition Date, in contract 
or in tort, in law or in equity or pursuant to any other theory of law (including, without limitation, 
under any state or federal securities laws). Causes of Action also include: (a) any right of setoff, 
counterclaim or recoupment and any Claim for breach of contract or for breach of duties imposed 
by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 
362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress 
and usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state 
law fraudulent transfer claim. 
1.22 
“Chapter 11 Cases” means the cases under chapter 11 of the Bankruptcy 
Code commenced by the Debtors on the Petition Date in the Bankruptcy Court. 
1.23 
“Claim” means a “claim,” as defined in section 101(5) of the Bankruptcy 
Code, as against any Debtor. 
1.24 
“Class” means any group of Claims or Interests classified by the Plan 
pursuant to section 1122(a)(1) of the Bankruptcy Code. 
1.25 
“Collateral” means any Asset of an Estate that is subject to a Lien securing 
the payment or performance of a Claim, which Lien is not invalid and has not been avoided under 
the Bankruptcy Code or applicable non-bankruptcy law. 
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1.26 
“Confirmation Date” means the date on which the Bankruptcy Court enters 
the Confirmation Order. 
1.27 
“Confirmation Hearing” means the hearing to be held by the Bankruptcy 
Court regarding confirmation of the Plan, as such hearing may be adjourned or continued from 
time to time. 
1.28 
“Confirmation Order” means the order of the Bankruptcy Court approving 
the Disclosure Statement and confirming the Plan in the Chapter 11 Cases. 
1.29 
“Consenting Creditor” means CRB. 
1.30 
“Consenting Creditor New Equity” means the New Equity to be issued to 
the Consenting Creditor pursuant to Section 4.3 of the Plan in the amounts set forth in the Capital 
Schedule.  
1.31 
“Consenting Creditor’s Advisors” means (i) Paul, Weiss, Rifkind, Wharton 
& Garrison LLP, as counsel to the Consenting Creditor, (ii) Young Conaway Stargatt & Taylor, 
LLP,  as local counsel to the Consenting Creditor, (iii) Hunton Andrews Kurth LLP, as special 
financing counsel to the Consenting Creditor, and (iv) Piper Sandler & Co., as financial advisor to 
the Consenting Creditor. 
1.32 
“Consenting Equity Holders” means those holders of Holding’s Class A 
common stock that are party to the Restructuring Support Agreement. 
1.33 
“Convertible Notes” means the $20.0 million convertible notes due five (5) 
years from the Effective Date and issued pursuant to the Note Purchase Agreement. 
1.34 
“CRB” means Cross River Bank, together with its respective successors and 
permitted assigns, as holder of (i) outstanding first lien secured debt obligations under the Loan 
and Security Agreement, (ii) outstanding obligations under the Solar Program Agreement, 
(iii) outstanding obligations under the HI Program Agreement, and (iv) outstanding Additional 
Advances under the Additional Advances Agreement. 
1.35 
“CRB As-Converted Determination” has the meaning set forth in the 
Shareholder Agreement. 
1.36 
“CRB Claims” means, collectively, the CRB Secured Claims and, solely in 
the event that the Consenting Creditor supports confirmation of the Plan, the CRB Superpriority 
Claims. 
1.37 
“CRB Secured Claims” means any Claims held by CRB arising under or 
based upon the Loan and Security Agreement, the Loan Program Agreements, or the Additional 
Advances Agreement, including Claims for all principal amounts outstanding, interest, fees, 
indemnities, premiums, if any, expenses, costs, and other amounts, liabilities, obligations, or 
charges arising under or related to the Loan and Security Agreement, the Loan Program 
Agreements, or the Additional Advances Agreement. 
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1.38 
“CRB Superpriority Claims” means the Prepetition 507(b) Claims, as 
defined in the DIP Motion. 
1.39 
“CRB Transaction” means (i) the Direct Investment by CRB pursuant to 
the Investment Agreement in exchange for receipt of the Plan Sponsor New Equity, (ii) the 
Reorganized Debtors’ entry into the Amended CRB Agreements, and (iii) CRB’s commitments 
under the Note Purchase Agreement with respect to the Convertible Notes.  For the avoidance of 
doubt, the CRB Transaction shall only be consummated if (w) EDUH terminates the Investment 
Agreement in accordance with its terms, (x) the Debtors (with the consent of CRB, not to be 
unreasonably withheld) terminate the Investment Agreement in accordance with its terms because 
of EDUH’s breach, (y) the Debtors (with the consent of CRB) terminate the Investment Agreement 
in accordance with its terms for failure to meet a Milestone (as defined in the Restructuring Support 
Agreement), or (z) the Debtors and CRB jointly send EDUH a Breach Notice because of a breach 
of the Restructuring Support Agreement by EDUH, and such breach is not remedied or the Breach 
Notice is not withdrawn within the time stipulated in the Breach Notice, in which case, the Debtors 
will file a notice with the Bankruptcy Court designating CRB as the new Plan Sponsor.  Upon the 
consummation of a CRB Transaction in accordance with the Investment Agreement, CRB shall 
own one hundred percent (100%) of the New Equity as a result of CRB’s consummation of the 
Investment Agreement and CRB’s consent to the treatment of the CRB Claims provided under the 
Plan. 
1.40 
“Cure Amount” means the Cash or, at the option of the Reorganized 
Debtors, other property (as the parties may agree or the Bankruptcy Court may order), as necessary 
to (i) cure a monetary default by the Debtors in accordance with the terms of an executory contract 
or unexpired lease of the Debtors and (ii) permit the Debtors to assume such executory contract or 
unexpired lease under section 365(a) of the Bankruptcy Code. 
1.41 
“Debtors” has the meaning set forth in the introductory paragraph of the 
Plan. 
1.42 
“Definitive Documents” means (i) the Restructuring Support Agreement, 
(ii) the Plan, and (iii) all documents (including any related orders, agreements, instruments, 
schedules, or exhibits) that are described in or contemplated by the Restructuring Support 
Agreement and the Plan and that are otherwise necessary or desirable to implement, or otherwise 
relate to, the Restructuring, including (1) the Disclosure Statement and Disclosure Statement 
Motion, (2) the Solicitation materials and any order of the Bankruptcy Court approving the 
Solicitation materials, (3) the Confirmation Order and any pleadings filed by the Debtors in 
support of entry thereof, (4) the First Day Pleadings, (5) the Plan Supplement, (6) the Investment 
Agreement, (7) the Funding Commitment Backstop Agreement, (8) the Escrow Agreement, (9) the 
TRA Amendment, (10) the Convertible Notes and Note Purchase Agreement, (11) the New 
Corporate Governance Documents, (12) the Amended CRB Agreements, (13) the DIP Orders, (14) 
the Management Incentive Plan, if applicable, (15) the Capital Schedule, (16) any other material 
documents, instruments, schedules, or exhibits described in, related to, or contemplated in, or 
necessary to implement, each of the foregoing, and (17) any motion filed by the Debtors, and any 
order, or amendment or modification of any order, entered by the Bankruptcy Court related to the 
foregoing items. 
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1.43 
“DIP Motion” means the Debtors’ motion for entry of interim and Final 
Order(s) of the Bankruptcy Court authorizing, among other things, the Debtors to (i) obtain 
postpetition financing, (ii) use cash Collateral of CRB, and (iii) grant certain rights and protections 
to CRB.   
1.44 
“DIP Orders” means the interim and Final Order(s) of the Bankruptcy 
Court approving the DIP Motion and authorizing, among other things, the Debtors to (i) obtain 
postpetition financing, (ii) use cash Collateral of CRB, and (iii) grant certain rights and protections 
to CRB.  
1.45 
“Direct Investment” means either (1) a $15.0 million Cash investment by 
EDUH in connection with the EDUH Transaction or (2) a $15.0 million Cash investment provided 
by CRB in connection with the CRB Transaction, in either case in accordance with the Investment 
Agreement. 
1.46 
“Disbursing Agent” means the Reorganized Debtors in their capacity as 
disbursing agent under Section 6.6 hereof to make distributions pursuant to the Plan. 
1.47 
“Disclosure Statement” means the disclosure statement containing 
adequate information for the Plan, as supplemented from time to time, which is prepared and 
distributed in accordance with sections 1125, 1126(b), or 1145 of the Bankruptcy Code, 
Bankruptcy Rules 3016 and 3018, or other applicable law, and all exhibits, schedules, 
supplements, modifications, amendments, annexes, and attachments to such disclosure statement. 
1.48 
 “Disclosure Statement Motion” means the motion seeking approval of the 
Disclosure Statement.   
1.49 
 “Disputed” means, with respect to a Claim, (i) such Claim that is disputed 
under ARTICLE VII of the Plan or as to which the Debtors have interposed and not withdrawn an 
objection or request for estimation that has not been determined by a Final Order, (ii) such Claim, 
proof of which was required to be filed by order of the Bankruptcy Court but as to which a proof 
of Claim was not timely or properly filed, (iii) such Claim that is listed in the Schedules, if any are 
filed, as unliquidated, contingent or disputed, and as to which no request for payment or proof of 
Claim has been filed, (iv) such Claim that is not Allowed, or (v) such Claim that is otherwise 
disputed by any of the Debtors or Reorganized Debtors in accordance with applicable law or 
contract, which dispute has not been withdrawn, resolved or overruled by a Final Order.   
1.50 
“Distribution Record Date” means the record date for determining the 
holders of any Claims, which date shall be ten (10) Business Days prior to the Effective Date; 
provided that with respect to Administrative Expense Claims, the Distribution Record Date shall 
be the date that is the later of (i) thirty (30) calendar days following the Effective Date and (ii) the 
date the applicable Administrative Expense Claim comes due in the ordinary course. 
1.51 
“EDUH” means ED Umbrella Holdings, LLC. 
1.52 
“EDUH’s Advisors” means (i) Locke Lord LLP as counsel and (ii) one law 
firm acting as local counsel (if any). 
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1.53 
“EDUH Transaction” means (i) the Direct Investment by EDUH pursuant 
to the Investment Agreement in exchange for receipt of the Plan Sponsor New Equity, (ii) the 
Reorganized Debtors’ entry into the Amended CRB Agreements, and (iii) CRB’s commitments 
under the Note Purchase Agreement with respect to the Convertible Notes. 
1.54 
“Effective Date” means the date which is the first Business Day on which (i) 
all conditions to the effectiveness of the Plan set forth in Section 9.1 hereof have been satisfied or 
waived in accordance with the terms hereof, (ii) no stay of the Plan or Confirmation Order is in 
effect, and (iii) the Restructuring Transactions become effective and are consummated. 
1.55 
“Employment Agreements” means all employment and/or severance 
agreements, and any amendments thereto, as of the Petition Date that are in full force and effect 
and between a Debtor and an officer or employee of a Debtor that is not a director of a Debtor. 
1.56 
“Entity” has the meaning set forth in section 101(15) of the Bankruptcy 
Code. 
1.57 
“Escrow Agent” shall have the meaning set forth in the Investment 
Agreement. 
1.58 
 “Escrow Agreement” shall have the meaning set forth in the Investment 
Agreement. 
1.59 
 “Escrowed Funds” shall have the meaning set forth in the Investment 
Agreement. 
1.60 
“Estate(s)” means individually or collectively, as applicable, the estate(s) 
of the Debtor(s) created under section 541 of the Bankruptcy Code. 
1.61 
“Exclusivity Agreement” means that certain Exclusivity Agreement, 
included as an exhibit to the Plan Supplement in form and substance consistent with the Plan. 
1.62 
“Exculpated Parties” means, collectively, each of the following in their 
capacity as such: (a) the Debtors and the Estates, (b) the Debtors’ current and former officers, 
directors, managers, and professionals that served in such capacity at any time on or after the 
Petition Date, and (c) with respect to each of the foregoing, such Entities’ successors and assigns. 
1.63 
“Existing Interests” means any Interest, including any common stock, 
preferred stock, warrants, or other ownership interest, in any Debtor that is issued and outstanding 
as of the Petition Date other than an Intercompany Interest. 
1.64 
“Fee Claim” means a Claim for professional services rendered or costs 
incurred on or after the Petition Date through the Effective Date by Professional Persons. 
1.65 
“Fee Escrow Account” means an account funded by the Debtors on the 
Effective Date in an amount equal to the total estimated amount of the Professional Persons’ good 
faith estimates of their actual, unpaid Fee Claims as of the Effective Date; provided that the 
Professional Persons shall deliver such good faith estimate and a detailed calculation thereof to the 
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Debtors, the Consenting Creditors’ Advisors, and, solely in the event of an EDUH Transaction, 
EDUH’s Advisors, no later than five (5) Business Days prior to the Effective Date. 
1.66 
“Final Order” means an order or judgment of a court of competent 
jurisdiction that has been entered on the docket maintained by the clerk of such court, which has 
not been reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, 
or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition 
for certiorari, or other proceedings for a new trial, reargument, or rehearing shall then be pending, 
or (b) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has been sought, 
such order or judgment shall have been affirmed by the highest court to which such order was 
appealed, or certiorari shall have been denied, or a new trial, reargument, or rehearing shall have 
been denied or resulted in no modification of such order, and the time to take any further appeal, 
petition for certiorari or move for a new trial, reargument, or rehearing shall have expired; 
provided, however, that no order or judgment shall fail to be a “Final Order” solely because of the 
possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure or any 
analogous Bankruptcy Rule (or any analogous rules applicable in another court of competent 
jurisdiction) or sections 502(j) or 1144 of the Bankruptcy Code has been or may be filed with 
respect to such order or judgment. 
1.67 
“First Day Pleadings” means the first day pleadings that the Debtors 
determine are necessary or desirable to file in the Chapter 11 Cases. 
1.68 
“Funding Commitment Backstop Agreement” means that certain Backstop 
Commitment Letter, dated as of October 30, 2023, by and among CRB and Sunlight, as borrower, 
Holdings, SL Financial Holdings Inc., SL Financial Investor I LLC, and SL Financial II LLC. 
1.69 
“General Unsecured Claim” means any unsecured Claim that is not a 
Priority Tax Claim, Priority Non-Tax Claim, Fee Claim, Administrative Expense Claim, or 
Subordinated Interest. 
1.70 
“Governmental Unit” has the meaning set forth in section 101(27) of the 
Bankruptcy Code. 
1.71 
“HI Program Agreements” means (i) that certain Second Amended and 
Restated Home Improvement Loan Program Agreement, dated as of April 25, 2023, by and among 
Sunlight, as borrower, SL Financial Holdings, as guarantor, and CRB (as amended, modified, or 
otherwise supplemented from time to time) and (ii) that certain Second Amended and Restated 
Home Improvement Loan Sale Agreement, dated as of April 25, 2023, by and between CRB and 
Sunlight (as amended, modified, or otherwise supplemented from time to time). 
1.72 
“Holdings” means Sunlight Financial Holdings Inc., a Delaware 
corporation and a Debtor.  
1.73 
“Impaired” means, with respect to a Claim, Interest, or Class of Claims or 
Interests, “impaired” within the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy Code. 
1.74 
“Indemnification Obligations” means any and all obligations or liabilities 
of the Debtors or their Estates pursuant to corporate charters, bylaws, limited liability company 
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agreements, or any other documents or agreements (including director agreements or Employment 
Agreements) to provide contribution, advancement, indemnification or reimbursement to current 
and/or former members, managers, officers, directors, and/or other persons entitled to 
indemnification thereunder with respect to past, present and/or future actions, suits, or proceedings 
concerning any of the Debtors or any of such members, managers, officers, directors, and/or other 
persons entitled to indemnification thereunder, including any Claims or Causes of Action related 
thereto. 
1.75 
“Insured Claim” means any Claim or portion of a Claim that is, or may be, 
insured under any insurance policy. 
1.76 
“Intercompany Claims” means, collectively, any Claim against a Debtor 
held by another Debtor. 
1.77 
“Intercompany Interests” means an Interest, including any common stock, 
preferred stock, warrants, or other ownership interest, in any Debtor that is issued and outstanding 
as of the Petition Date and that is held by another Debtor.   
1.78 
“Interest” means any equity security (as defined in section 101(16) of the 
Bankruptcy Code) of a Debtor, including all shares, common stock, preferred stock, or other 
instrument evidencing any fixed or contingent ownership interest in any Debtor, whether or not 
transferable, and any option, warrant, or other right, contractual or otherwise, to acquire any such 
interest in the Debtors, whether fully vested or vesting in the future, including, without limitation, 
equity or equity-based incentives, grants, other instruments issued, granted or promised to be 
granted to current or former employees, directors, officers, or contractors of the Debtors, to acquire 
any such interests in the Debtors, or any Subordinated Interest. 
1.79 
“Investment Agreement” means (i) that certain Investment Agreement, 
dated as of October 30, 2023, by and between Holdings and EDUH if the EDUH Transaction is 
consummated or (ii) a substantially similar agreement to be negotiated and entered into by and 
between Holdings and CRB if the CRB Transaction is consummated. 
1.80 
“Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code. 
1.81 
“Loan and Security Agreement” means that certain Loan and Security 
Agreement, dated April 25, 2023, by and among CRB, Sunlight, as borrower, SL Financial 
Holdings, as guarantor, and the other parties thereto (as amended, restated, supplemented, or 
otherwise modified from time to time). 
1.82 
“Loan Program Agreements” means the HI Program Agreements and the 
Solar Program Agreements. 
1.83 
“Management Incentive Plan” has the meaning ascribed to it in 
section 5.11 herein. 
1.84 
“New Board” means the initial board of directors of New Sunlight set forth 
in the Plan Supplement. 
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1.85 
“New Common Stock” means the new common shares of New Sunlight to 
be issued (i) on the Effective Date or (ii) as otherwise permitted pursuant to the Plan and the 
Restructuring Transactions (including, without limitation, pursuant to the Investment Agreement), 
which shares, for the avoidance of doubt, shall entitle their holders to a proportionate beneficial 
interest in New Sunlight’s Assets, including, but not limited to, any and all retained rights, Claims, 
and Causes of Action of New Sunlight, including such Causes of Action which are derivative in 
nature. 
1.86 
“New Corporate Governance Documents” means (i) the Amended By-
Laws, (ii) the Amended Certificate of Incorporation, (iii) the Shareholders Agreement, (iv) the 
New Preferred Stock Certificate of Designation, and (v) any other applicable material governance 
and/or organizational documents of the Reorganized Debtors. 
1.87 
“New Equity” means New Common Stock and New Preferred Stock. 
1.88 
“New Preferred Stock” means the new preferred shares of New Sunlight 
having the terms set forth in the New Preferred Stock Certificate of Designation to be issued (i) on 
the Effective Date or (ii) as otherwise permitted pursuant to the Plan and the Restructuring 
Transactions. 
1.89 
“New Preferred Stock Certificate of Designation” means that certain New 
Preferred Stock Certificate of Designation described in the Plan Supplement and setting forth the 
terms governing the New Preferred Stock. 
1.90 
“New Sunlight” means reorganized Holdings. 
1.91 
“Note Purchase Agreement” means that certain Note Purchase Agreement, 
dated as of the Effective Date, by and among New Sunlight, as seller, the Reorganized Sunlight 
and the Reorganized SL Financial Holdings, as guarantors, and CRB, as purchaser, setting forth 
the full terms and conditions of the Convertible Notes, the form of which shall be included in the 
Plan Supplement. 
1.92 
“Other Priority Claim” means any Claim other than an Administrative 
Expense Claim, a CRB Claim, or a Priority Tax Claim that is entitled to priority of payment as 
specified in section 507(a) of the Bankruptcy Code. 
1.93 
“Other Secured Claim” means any Secured Claim other than an 
Administrative Expense Claim, a CRB Claim, or a Priority Tax Claim. 
1.94 
“Person” means an individual, corporation, partnership, joint venture, 
association, joint stock company, limited liability company, limited liability partnership, trust, 
estate, unincorporated organization, Governmental Unit, or other Entity. 
1.95 
“Petition Date” means the date on which the Debtors commenced their 
Chapter 11 Cases. 
1.96 
“Plan” means this joint prepackaged chapter 11 plan of reorganization, 
including all appendices, exhibits, schedules, and supplements thereto (including any appendices, 
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exhibits, schedules, and supplements to the Plan contained in the Plan Supplement), as may be 
modified from time to time in accordance with the Bankruptcy Code, the terms hereof, and the 
terms of the Restructuring Support Agreement.   
1.97 
“Plan Distribution” means the payment or distribution of consideration to 
holders of Allowed Claims in accordance with Articles IV and VI of the Plan. 
1.98 
“Plan Document” means any of the documents concerning the Plan to be 
executed, delivered, assumed, or performed in connection with the occurrence of the Effective 
Date, including the documents in the Plan Supplement. 
1.99 
“Plan Objection Deadline” means the deadline to object to confirmation of 
the Plan. 
1.100 “Plan Sponsor” means (i) EDUH, if the EDUH Transaction is 
consummated, or (ii) CRB, if the CRB Transaction is consummated. 
1.101 “Plan Sponsor New Equity” means, in exchange for the Direct Investment, 
the New Equity issued to the Plan Sponsor in connection with the EDUH Transaction or the CRB 
Transaction, as the case may be, in the amounts set forth in the Capital Schedule. 
1.102 “Plan Supplement” means a supplement or supplements to the Plan 
containing certain documents relevant to the implementation of the Plan, to be filed with the 
Bankruptcy Court by not later than seven (7) Business Days before the Plan Objection Deadline 
which shall include (i) the New Corporate Governance Documents (to the extent they contain 
material changes to the existing documents), (ii) to the extent known and determined, the number 
and slate of directors to be appointed to the New Board, and any information required to be 
disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code, (iii) the Convertible 
Notes and Note Purchase Agreement, (iv) the Management Incentive Plan, if applicable, (v) the 
Investment Agreement, (vi) the Amended CRB Agreements and all documents related thereto, 
(vii) the Capital Schedule, (viii) the Schedule of Rejected Contracts, and (ix) the Schedule of 
Retained Causes of Action; provided, however, that, through the Effective Date, the Debtors shall 
have the right to amend documents contained in, and exhibits to, the Plan Supplement in 
accordance with the terms of the Plan and the Restructuring Support Agreement. 
1.103 “Priority Non-Tax Claim” means any Claim other than an Administrative 
Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in 
section 507(a) of the Bankruptcy Code. 
1.104 “Priority Tax Claim” means any Secured Claim or unsecured Claim of a 
Governmental Unit of the kind entitled to priority in payment as specified in sections 502(i) and 
507(a)(8) of the Bankruptcy Code. 
1.105 “Professional Persons” means any Person retained by the Estates pursuant 
to an order of the Bankruptcy Court in connection with these Chapter 11 Cases pursuant to 
sections 327, 328, 330, 331, 503(b)(2), or 1103 of the Bankruptcy Code, excluding any ordinary 
course professional retained pursuant to an order of the Bankruptcy Court; provided, however, that 
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each of the professionals employed by CRB shall not be a “Professional Person” for purposes of 
the Plan. 
1.106 “Recharacterization Notice” means that certain Recharacterization Notice, 
dated October 30, 2023, delivered by CRB to the Debtors on or before the Petition Date. 
1.107 “Reinstatement” means leaving a Claim Unimpaired under the Plan.  
“Reinstate,” “Reinstated,” and “Reinstating” shall have correlative meanings. 
1.108 “Related Parties” means, with respect to any Person, such Person’s 
predecessors, successors, assigns, subsidiaries, Affiliates, managed accounts and funds, and all of 
their respective equity holders (including shareholders), regardless of whether such interests are 
held directly or indirectly, current and former officers and directors, principals, members, partners, 
managers, employees, subcontractors, agents, advisory board members, financial advisors, 
attorneys, accountants, investment bankers, consultants, representatives, investment managers, 
investment advisors, management companies, fund advisors, and other professionals, and such 
Persons’ respective heirs, executors, estates, and nominees, in each case in their capacity as such. 
1.109 “Released Parties” means, collectively, (i) the Sunlight Related Parties, (ii) 
the Debtors, (iii) the Reorganized Debtors, (iv) the Consenting Creditor, (v) the Consenting Equity 
Holders, (vi) the Plan Sponsor, (vii) the TRA Holders, and (viii) with respect to each of the 
foregoing Persons in clauses (ii) through (vii), such Persons’ Related Parties.  Notwithstanding the 
foregoing, (i) solely with respect to the Causes of Action listed in the Schedule of Retained Causes 
of Action, any Person (other than the parties to the Restructuring Support Agreement and the 
Sunlight Related Parties) that is subject to any Cause of Action listed therein, shall not be a 
Released Party, (ii) except to the extent that a Person is a Sunlight Related Party, Related Parties 
of the Debtors and/or the Reorganized Debtors shall not be Released Parties unless such Person is 
also a Releasing Party, and (iii) a TRA Holder and its Related Parties shall only be Released Parties 
if such TRA Holder is also a Releasing Party.   
1.110 “Releasing Parties” means, collectively, (i) the Debtors, (ii) the 
Reorganized Debtors, (iii) the Consenting Creditor, (iv) the Consenting Equity Holders, (v) the 
Plan Sponsor, (vi) the TRA Holders, and (vii) with respect to each of the foregoing Persons in 
clauses (i) through (vi), such Persons’ Related Parties; provided, however, that the Persons listed 
in the foregoing clause (vii) shall only be Releasing Parties with respect to Claims that such 
Persons could have legally asserted on behalf of the Persons in clauses (i)-(vi). 
1.111 “Reorganized Debtor(s)” means with respect to each Debtor, such Debtor 
as reorganized as of the Effective Date in accordance with the Plan. 
1.112 “Requisite Consenting Equity Holders” has the meaning set forth in the 
Restructuring Support Agreement. 
1.113 “Reserve Account” means the account maintained by the Debtors ending in 
6457, the monies in which are used to offset the Debtors’ repurchase and other obligations under 
the Loan Program Agreements. 
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1.114 “Restructuring” means a restructuring of the Debtors to be effectuated 
pursuant to the Plan. 
1.115 “Restructuring Expenses” means the reasonable and documented fees, 
costs, and expenses of (i) the Consenting Creditor’s Advisors, (ii) EDUH’s Advisors, but only to 
the extent provided under the Investment Agreement or Restructuring Support Agreement, and 
(iii) all parties whose fees and expenses are entitled to be paid under the DIP Orders. 
1.116 “Restructuring Support Agreement” means that certain Restructuring 
Support Agreement, dated as of October 30, 2023, by and among the Debtors, the Plan Sponsor, 
the Consenting Creditor, and the Consenting Equity Holders, as the same may be amended, 
restated, or otherwise modified in accordance with its terms. 
1.117 “Restructuring Transactions” means the transactions necessary to 
implement and effectuate the Restructuring as set out in the Plan and Plan Supplement, subject to 
the Restructuring Support Agreement. 
1.118 “Schedule of Rejected Contracts” means the schedule of executory 
contracts and unexpired leases to be rejected by the Debtors pursuant to the Plan, if any, and 
included in the Plan Supplement, as such schedule may be amended, modified, or supplemented 
from time to time. 
1.119 “Schedule of Retained Causes of Action” means the schedule of certain 
Causes of Action, included in the Plan Supplement, that shall vest in the Reorganized Debtors on 
the Effective Date, which, for the avoidance of doubt, shall not include any of the Causes of Action 
that are settled, released, or exculpated under the Plan. 
1.120 “Schedules” means any schedules of Assets and liabilities, statements of 
financial affairs, lists of holders of Claims and Interests and all amendments or supplements thereto 
filed by the Debtors with the Bankruptcy Court. 
1.121 “Secured Claim” means a Claim (i) secured by a Lien on Collateral to the 
extent of the value of such Collateral as (a) set forth in the Plan, (b) agreed to by the holder of such 
Claim and the Debtors, or (c) determined by a Final Order in accordance with section 506(a) of 
the Bankruptcy Code, or (ii) secured by the amount of any right of setoff of the holder thereof in 
accordance with section 553 of the Bankruptcy Code. 
1.122 “Securities Act” means the Securities Act of 1933, as amended. 
1.123 “Security” means any “security” as such term is defined in section 101(49) 
of the Bankruptcy Code. 
1.124 “Shareholder Agreement” means that certain shareholder agreement 
deemed to be entered into by the Reorganized Debtors and the holders of New Common Stock that 
will govern certain matters related to the governance of the Reorganized Debtors, in form and 
substance acceptable to the Consenting Creditor and the Plan Sponsor. 
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1.125 “SL Financial Holdings” means SL Financial Holdings Inc., a Delaware 
corporation, and a Debtor. 
1.126 “Solar Program Agreements” means (i) that certain Second Amended and 
Restated Loan Program Agreement, dated as of April 25, 2023, by and among Sunlight, as 
borrower, SL Financial Holdings, as guarantor, and CRB (as amended, restated, supplemented, or 
otherwise modified from time to time) and (ii) that certain Second Amended and Restated Loan 
Sale Agreement, dated as of April 25, 2023, by and between CRB and Sunlight (as amended, 
restated, supplemented, or otherwise modified from time to time). 
1.127 “Solicitation” means the solicitation of votes on the Plan. 
1.128  “Solicitation Materials” means any materials used in connection with the 
solicitation of votes on the Plan, including the Disclosure Statement, and any procedures 
established by the Bankruptcy Court with respect to solicitation of votes on the Plan. 
1.129  “Stamp or Similar Tax” means any stamp tax, recording tax, conveyance 
fee, intangible or similar tax, mortgage tax, personal or real property tax, real estate transfer tax, 
sales tax, use tax, transaction privilege tax (including, without limitation, such taxes on prime 
contracting and owner-builder sales), privilege taxes (including, without limitation, privilege taxes 
on construction contracting with regard to speculative builders and owner builders), and other 
similar taxes or fees imposed or assessed by any Governmental Unit. 
1.130 “Statutory Fees” means fees payable pursuant to section 1930 of title 28 of 
the U.S. Code. 
1.131 “Subordinated Interests” means any Claim against any Debtor subject to 
subordination pursuant to section 510 of the Bankruptcy Code that existed immediately before the 
Effective Date. 
1.132 “Sunlight” means Sunlight Financial LLC, a Delaware limited liability 
company, and a Debtor. 
1.133 “Sunlight Related Parties” means, in their capacities as such, any (i) current 
or former financial advisors, attorneys, accountants, investment bankers, and other professionals 
of the Debtors and/or the Reorganized Debtors, and (ii) any officer, director, manager, independent 
contractor or employee of the Debtors or/or the Reorganized Debtors that served in such capacity 
at any time from the Petition Date through and including the Effective Date.  
1.134 “Supermajority TRA Holders” has the meaning set forth in the Tax 
Receivable Agreement. 
1.135 “Tax Receivable Agreement” means that certain Tax Receivable 
Agreement, dated July 9, 2021, by and between Sunlight, the TRA Holders, and the TRA Agent. 
1.136 “TRA Agent” has the meaning of “Agent” as defined in the Tax Receivable 
Agreement. 
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1.137 “TRA Amendment” means that certain Amendment to the Tax Receivable 
Agreement, dated October 30, 2023, by and among Holdings, the Supermajority TRA Holders, 
and the TRA Agent. 
1.138 “TRA Early Termination Payment” has the meaning of “Early Termination 
Payment” as defined in the Tax Receivable Agreement. 
1.139 “TRA Holders” has the meaning set forth in the Tax Receivable Agreement. 
1.140 “Unimpaired” means, with respect to a Claim, Interest, or Class of Claims 
or Interests, not “impaired” within the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy 
Code. 
1.141 “U.S. Trustee” means the Office of the United States Trustee for the District 
of Delaware. “ 
1.2 
Interpretation; Application of Definitions; Rules of Construction. 
Unless otherwise specified, all section or exhibit references in the Plan are to the 
respective section in or exhibit to the Plan, as the same may be amended, waived, or modified from 
time to time in accordance with the terms hereof and the Restructuring Support Agreement.  The 
words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to the 
Plan as a whole and not to any particular section, subsection, or clause contained therein and have 
the same meaning as “in the Plan,” “of the Plan,” “to the Plan,” and “under the Plan,” respectively.  
The words “includes” and “including” are not limiting.  The headings in the Plan are for 
convenience of reference only and shall not limit or otherwise affect the provisions hereof.  For 
purposes herein: (i) in the appropriate context, each term, whether stated in the singular or plural, 
shall include both the singular and plural, and pronouns stated in the masculine, feminine, or neuter 
gender shall include the masculine, feminine, and the neuter gender; (ii) the rules of construction 
set forth in section 102 of the Bankruptcy Code shall apply; and (iii) any term used in capitalized 
form herein that is not otherwise defined but that is used in the Bankruptcy Code or the Bankruptcy 
Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy 
Rules, as the case may be. 
1.3 
Reference to Monetary Figures. 
All references in the Plan to monetary figures shall refer to the legal tender of the 
United States of America unless otherwise expressly provided.  
1.4 
Rights of Consenting Creditor and Plan Sponsor. 
(a) 
Notwithstanding anything herein to the contrary, any and all rights of the 
Consenting Creditor and/or the Plan Sponsor set forth in the Restructuring Support Agreement, 
the Investment Agreement, and/or the DIP Orders with respect to the form and substance of the 
Plan, the Disclosure Statement, the Disclosure Statement Motion, the Plan Supplement, and all 
other Definitive Documents, including any amendments, restatements, supplements, or other 
modifications to such documents, and any consents, waivers, or other deviations under or from 
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any such documents, are incorporated herein by this reference and fully enforceable as if stated in 
full herein.   
(b) 
Each of the Definitive Documents shall (i) contain terms and conditions 
consistent in all material respects with the Restructuring Support Agreement, each as amended, 
restated, amended and restated, supplemented or otherwise modified from time to time in 
accordance therewith, and (ii) shall otherwise be in form and substance reasonably acceptable to 
the Consenting Creditor, the Plan Sponsor, the Debtors, and, only insofar as they relate to the 
treatment or release of the Consenting Equity Holders thereunder, the Requisite Consenting Equity 
Holders. 
1.5 
Controlling Document. 
In the event of an inconsistency between the Plan and any document in the Plan 
Supplement, the terms of the relevant document in the Plan Supplement shall control unless 
otherwise specified in such Plan Supplement document; provided, however, that the terms of the 
Plan shall control over any inconsistencies between the Plan and the Restructuring Support 
Agreement, as provided in Section 2.01 of the Restructuring Support Agreement.  In the event of 
an inconsistency between the Plan and any other instrument or document created or executed 
pursuant to the Plan, or between the Plan and the Disclosure Statement, the Plan shall control.  The 
provisions of the Plan and of the Confirmation Order shall be construed in a manner consistent 
with each other so as to effectuate the purposes of each; provided, however, that if there is 
determined to be any inconsistency between any provision of the Plan and any provision of the 
Confirmation Order that cannot be so reconciled, then, solely to the extent of such inconsistency, 
the provisions of the Confirmation Order shall govern, and any such provisions of the 
Confirmation Order shall be deemed a modification of the Plan. 
ARTICLE II 
TREATMENT OF CERTAIN CLAIMS. 
2.1 
Treatment of Administrative Expense Claims. 
Except to the extent an Allowed Administrative Expense Claim already has been 
paid during the Chapter 11 Cases or a holder of an Allowed Administrative Expense Claim, 
together with the Debtors and the Consenting Creditor, agrees to less favorable treatment with 
respect to such holder’s Claim, each holder of an Allowed Administrative Expense Claim shall 
receive, in full satisfaction, settlement, release and discharge of, and in exchange for, its Allowed 
Administrative Expense Claim, Cash equal to the unpaid portion of its Allowed Administrative 
Expense Claim, to be paid on the latest of: (i) the Effective Date, or as soon as reasonably 
practicable thereafter, if such Administrative Expense Claim is Allowed as of the Effective Date; 
(ii) the date such Administrative Expense Claim is Allowed, or as soon as reasonably practicable 
thereafter, if Allowed after the Effective Date; provided, however, that Allowed Administrative 
Expense Claims that arise postpetition in the ordinary course of the Debtors’ business shall be paid 
in the ordinary course of business, in each instance subject to and in accordance with the DIP 
Orders (including any budget attached thereto) and the terms and conditions of any agreements 
governing, instruments evidencing, or other documents relating to such transactions; or (iii) such 
other date as may be agreed upon between the Debtors (with the reasonable consent of the 
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Consenting Creditor) or the Reorganized Debtors, as the case may be, and the holder of such 
Allowed Administrative Expense Claim. 
2.2 
Treatment of Fee Claims. 
(a) 
All Professional Persons seeking approval by the Bankruptcy Court of 
compensation for services rendered or reimbursement of expenses incurred through and including 
the Effective Date under sections 327, 328, 330, 331, 503(b)(2), or 1103 of the Bankruptcy Code 
shall (i) file, on or before the date that is thirty (30) calendar days after the Effective Date, their 
respective applications for final allowances of compensation for services rendered, and 
reimbursement of expenses incurred between the Petition Date and the Effective Date and (ii) be 
paid in full, in Cash, in such amounts as are Allowed by the Bankruptcy Court; provided, however, 
that any payment in respect of a final fee application shall be made after the entry of a Final Order 
approving such application and delineating the unpaid portion of fees and expenses with respect 
to such Professional Person.  The Reorganized Debtors are authorized to pay compensation for 
professional services rendered and reimbursement of expenses incurred after the Effective Date in 
the ordinary course and without the need for Bankruptcy Court approval. 
(b) 
On or before the Effective Date, the Debtors shall establish the Fee Escrow 
Account.  On the Effective Date, the Debtors shall fund the Fee Escrow Account with Cash equal 
to the Professional Persons’ good faith estimates of their actual, unpaid Fee Claims as of the 
Effective Date, provided that the Professional Persons shall deliver such good faith estimate and a 
detailed calculation thereof to the Debtors and the Consenting Creditor no later than five (5) 
Business Days prior to the Effective Date.  Funds held in the Fee Escrow Account shall not be 
considered property of the Debtors’ Estates or property of the Reorganized Debtors, but shall revert 
to the Reorganized Debtors only after all Fee Claims Allowed by the Bankruptcy Court have been 
irrevocably paid in full.  To the extent surplus funds remain in the Fee Escrow Account after all 
Fee Claims have been resolved by the Bankruptcy Court or settled, such funds shall constitute 
property of the Reorganized Debtors upon the final resolution of such Fee Claims and shall be 
returned to the Reorganized Debtors at that time.  The Fee Escrow Account shall be held in trust 
for Professional Persons and for no other Person until all Fee Claims Allowed by the Bankruptcy 
Court have been paid in full.  Fee Claims shall be paid in full, in Cash, in such amounts as are 
Allowed by order of the Bankruptcy Court (i) within three (3) Business Days of the date upon 
which a Final Order relating to any such Allowed Fee Claim is entered or (ii) on such other terms 
as may be mutually agreed upon between the holder of such an Allowed Fee Claim and, as 
applicable, the Debtors (and the Consenting Creditor) prior to the Effective Date or, after the 
Effective Date, the Reorganized Debtors.  The Debtors’ obligations with respect to Fee Claims 
shall not be limited by nor deemed limited to the balance of funds held in the Fee Escrow 
Account.  To the extent that funds held in the Fee Escrow Account are insufficient to satisfy the 
amount of accrued Fee Claims owing to the Professional Persons pursuant to a Final Order of the 
Bankruptcy Court such Professional Persons shall have an Allowed Fee Claim for any such 
deficiency, which shall be satisfied in accordance with this Section 2.2 of the Plan.  No Liens, 
Claims, or interests shall encumber the Fee Escrow Account in any way.  
(c) 
Any objections to Fee Claims shall be served and filed (i) no later than 
twenty one (21) calendar days after the filing of the final applications for compensation or 
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reimbursement or (ii) such later date as ordered by the Bankruptcy Court upon a motion of the 
Reorganized Debtors.  
2.3 
Treatment of Priority Tax Claims. 
Except to the extent a holder of an Allowed Priority Tax Claim, together with the 
Debtors (and the Consenting Creditor) or Reorganized Debtors, as applicable, agrees to a different 
treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for 
each Allowed Priority Tax Claim, each such holder shall be paid, at the option of the Debtors (and 
the Consenting Creditor) or Reorganized Debtors, as applicable, the unpaid portion of the Allowed 
Priority Tax Claim to the extent such Claims are Allowed, (i) in the ordinary course of the Debtors’ 
business, consistent with past practice, (ii) paid in full in Cash on the Effective Date, or (iii) in 
installment payments over a period of time not to exceed five (5) years after the Petition Date, 
pursuant to section 1129(a)(9)(C) of the Bankruptcy Code. 
2.4 
Payment of Restructuring Expenses. 
The Restructuring Expenses are Allowed Administrative Expense Claims and shall 
be paid in full in Cash in accordance with the DIP Orders or the terms of the Restructuring Support 
Agreement, as applicable, without any requirement to file a fee application with the Bankruptcy 
Court, without the need for itemized time detail, and without any requirement for Bankruptcy 
Court review or approval.  All Restructuring Expenses to be paid on the Effective Date shall be 
estimated in good faith prior to and as of the Effective Date and such estimates shall be delivered 
to the Debtors and the Consenting Creditor at least five (5) Business Days before the anticipated 
Effective Date; provided, however, that such estimates shall not be considered an admission or 
limitation with respect to such Restructuring Expenses, which are payable in full by the Debtors 
regardless of any estimation with any excess of estimated amounts over actual amounts to be 
reverted to the Reorganized Debtors.  In addition, the Debtors and the Reorganized Debtors (as 
applicable) shall continue to pay when due and in the ordinary course (before or after the Effective 
Date), Restructuring Expenses related to the implementation, consummation, and defense of the 
Plan, whether incurred before, on or after the Effective Date. 
ARTICLE III 
CLASSIFICATION OF CLAIMS AND INTERESTS. 
3.1 
Classification in General. 
A Claim or Interest is placed in a particular Class for all purposes, including voting, 
confirmation, and distribution under the Plan and under sections 1122 and 1123(a)(1) of the 
Bankruptcy Code; provided, however, that a Claim or Interest is placed in a particular Class for 
the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or 
Interest is an Allowed Claim or Allowed Interest in that Class and such Claim or Interest has not 
been satisfied, released, or otherwise settled prior to the Effective Date. 
3.2 
Formation of Debtor Groups for Convenience Only.  
The Plan groups the Debtors together solely for the purpose of describing treatment 
under the Plan, confirmation of the Plan, and making Plan Distributions in respect of Claims 
against and Interests in the Debtors under the Plan.  Such groupings shall not affect any Debtor’s 
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status as a separate legal Entity, change the organizational structure of the Debtors’ business 
enterprise, constitute a change of control of any Debtor for any purpose, cause a merger of 
consolidation of any legal Entities, or cause the transfer of any Assets; and, except as otherwise 
provided by or permitted under the Plan, all Debtors shall continue to exist as separate legal 
Entities. 
3.3 
Summary of Classification of Claims and Interests. 
The following table designates the Classes of Claims against and Interests in the 
Debtors and specifies which Classes are (i) Impaired and Unimpaired under the Plan, (ii) entitled 
to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code, and 
(iii) presumed to accept or deemed to reject the Plan.  In accordance with section 1123(a)(1) of the 
Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims have not been 
classified.  The classification of Claims and Interests set forth herein shall apply separately to each 
Debtor. 
Class 
Type of Claim or Interest 
Impairment 
Entitled to Vote 
Class 1 Other Priority Claims 
Unimpaired 
No (Presumed to Accept) 
Class 2 Other Secured Claims 
Unimpaired 
No (Presumed to Accept) 
Class 3  CRB Claims  
Impaired 
Yes 
Class 4 General Unsecured Claims Unimpaired 
No (Presumed to Accept) 
Class 5 Intercompany Claims 
Unimpaired / Impaired 
No (Presumed to Accept / 
Deemed to Reject) 
Class 6  Existing Interests 
Impaired  
No (Deemed to Reject) 
Class 7 Intercompany Interests 
Unimpaired / Impaired 
No (Presumed to Accept / 
Deemed to Reject) 
3.4 
Special Provision Governing Unimpaired Claims. 
Except as otherwise provided in the Plan, nothing under the Plan shall affect the 
rights of the Debtors or the Reorganized Debtors, as applicable, in respect of any Unimpaired 
Claims, including all rights in respect of legal and equitable defenses to, or setoffs or recoupments 
against, any such Unimpaired Claims. 
Notwithstanding anything to the contrary in the Plan, Plan Supplement, or 
Confirmation Order, until a Claim arising prior to the Effective Date in Classes 1, 2, and 4 
(excluding Claims for damages related to the rejection of executory contracts and unexpired leases 
(“Rejection Damages Claims”)), or which is an Administrative Claim (other than any Cure 
Amount that is disputed in accordance with Section 8.3 of this Plan and subject to the jurisdiction 
of the Bankruptcy Court (“Disputed Cure Amount Claims”)) or Priority Tax Claim (collectively, 
the “Unimpaired Claims”) has been (x) paid in full in accordance with applicable law, or on terms 
agreed to between the holder of such Claim and the Debtors or Reorganized Debtors, or in 
accordance with the terms and conditions of the particular transaction giving rise to such Claim or 
(y) otherwise satisfied or disposed of as determined by a court of competent jurisdiction: (a) such 
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Claim shall not be deemed settled, satisfied, resolved, released, discharged, barred, or enjoined, 
(b) the property of each of the Debtors’ Estates that vests in the applicable Reorganized Debtor 
pursuant to the Plan shall not be free and clear of such Claims, and (c) any Liens of holders of 
Unimpaired Claims shall not be deemed released.  Holders of Unimpaired Claims shall not be 
required to file a proof of Claim with the Bankruptcy Court, except for Rejection Damages Claims.  
Holders of Unimpaired Claims other than those holding Rejection Damages Claims or Disputed 
Cure Amount Claims shall not be subject to any claims resolution process in Bankruptcy Court in 
connection with their Claims, and shall retain all their rights under applicable non-bankruptcy law 
to pursue their Claims against the Debtors or Reorganized Debtors or other Entity in any forum 
with jurisdiction over the parties.  The Debtors and Reorganized Debtors shall retain all defenses, 
counterclaims, rights to setoff, and rights to recoupment as to Unimpaired Claims, Rejection 
Damages Claims and Disputed Cure Amount Claims.  If the Debtors or the Reorganized Debtors 
dispute any Unimpaired Claim, such dispute shall be determined, resolved or adjudicated in the 
manner as if the Chapter 11 Cases had not been commenced, except with respect to Rejection 
Damages Claims and Disputed Cure Amount Claims, which shall be determined, resolved or 
adjudicated as set forth in Sections 8.2 or 8.3 of the Plan, respectively.   
3.5 
Elimination of Vacant Classes. 
Any Class that, as of the commencement of the Confirmation Hearing, does not 
have at least one holder of a Claim or Interest that is Allowed in an amount greater than zero for 
voting purposes shall be considered vacant, deemed eliminated from the Plan for purposes of 
voting to accept or reject the Plan, and disregarded for purposes of determining whether the Plan 
satisfies section 1129(a)(8) of the Bankruptcy Code with respect to such Class. 
3.6 
Voting; Presumptions; Solicitation. 
(a) 
Acceptance by Certain Impaired Classes.  Only holders of Claims in 
Class 3 are entitled to vote to accept or reject the Plan.  An Impaired Class of Claims shall have 
accepted the Plan if (i) the holders of at least two-thirds (2/3) in amount of the Allowed Claims 
actually voting in such Class have voted to accept the Plan and (ii) the holders of more than one-
half (1/2) in number of the Allowed Claims actually voting in such Class have voted to accept the 
Plan.  Holders of Claims in Class 3 shall receive ballots containing detailed voting instructions.  
(b) 
Presumed Acceptance by Unimpaired Classes.  Holders of Claims or 
Interests in Classes 1, 2, 4, 5 (if so treated), and 7 (if so treated) are conclusively presumed to have 
accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Accordingly, such holders 
are not entitled to vote to accept or reject the Plan. 
(c) 
Deemed Rejection by Certain Impaired Classes.  Holders of Claims or 
Interests in Classes 5 (if so treated), 6, and 7 (if so treated) are deemed to have rejected the Plan 
pursuant to section 1126(g) of the Bankruptcy Code.  Accordingly, such holders are not entitled to 
vote to accept or reject the Plan. 
3.7 
Cramdown. 
As to any Class deemed to reject the Plan, the Debtors shall seek confirmation of 
the Plan under section 1129(b) of the Bankruptcy Code.  If a controversy arises as to whether any 
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Claims or Interests, or any Class of Claims or Interests, are Impaired, the Bankruptcy Court shall, 
after notice and a hearing, determine such controversy on or before the Confirmation Date. 
3.8 
No Waiver. 
Nothing contained in the Plan shall be construed to waive a Debtors’ or other 
Person’s right to object on any basis to any Claim. 
ARTICLE IV 
TREATMENT OF CLAIMS AND INTERESTS. 
4.1 
Class 1:  Other Priority Claims. 
(a) 
Classification:  Class 1 consists of Other Priority Claims. 
(b) 
Treatment:  Except to the extent that a holder of an Allowed Other 
Priority Claim, together with the Debtors (and the Consenting 
Creditor) or the Reorganized Debtors, as applicable, agrees to a less 
favorable treatment, in full and final satisfaction, settlement, release, 
and discharge of, and in exchange for each Allowed Other Priority 
Claim, each such holder shall be paid, to the extent such Claim has 
not already been paid at the option of the Debtors (and the 
Consenting Creditor) or the Reorganized Debtors, as applicable, 
(x) in full in Cash (or in kind as to benefits of continuing employees) 
on or as soon as reasonably practicable after (i) the Effective Date, 
(ii) the date on which such Other Priority Claim against the Debtor 
becomes Allowed, or (iii) such other date as may be ordered by the 
Bankruptcy Court, or (y) be Reinstated on the Effective Date. 
(c) 
Impairment and Voting:  Allowed Other Priority Claims are 
Unimpaired.  In accordance with section 1126(f) of the Bankruptcy 
Code, the holders of Allowed Other Priority Claims are conclusively 
presumed to accept the Plan and are not entitled to vote to accept or 
reject the Plan, and the votes of such holders shall not be solicited 
with respect to such Allowed Other Priority Claims. 
4.2 
Class 2:  Other Secured Claims. 
(a) 
Classification:  Class 2 consists of Other Secured Claims. 
(b) 
Treatment:  Except to the extent that a holder of an Allowed Other 
Secured Claim agrees to a less favorable treatment, in full and final 
satisfaction, settlement, release, and discharge of, and in exchange 
for each Allowed Other Secured Claim, at the option of the Debtors 
(and the Consenting Creditor) or the Reorganized Debtors, as 
applicable, (i) such holder shall receive payment in Cash in an 
amount equal to such Allowed Other Secured Claim, payable on the 
later of the (x) Effective Date, (y) the date that is ten (10) Business 
Days after the date on which such Other Secured Claim becomes an 
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Allowed Other Secured Claim, in each case, or as soon as reasonably 
practicable thereafter, and (z) the date payable in the ordinary course 
of business, (ii) such holder’s Allowed Other Secured Claim shall 
be Reinstated, (iii) the Debtors (with the consent of the Consenting 
Creditor) or the Reorganized Debtors, as applicable, shall return to 
such holder its Collateral, or (iv) such other treatment so as to render 
such holder’s Allowed Other Secured Claim Unimpaired pursuant 
to section 1124 of the Bankruptcy Code. 
(c) 
Impairment and Voting:  Allowed Other Secured Claims are 
Unimpaired.  In accordance with section 1126(f) of the Bankruptcy 
Code, the holders of Allowed Other Secured Claims are 
conclusively presumed to accept the Plan and are not entitled to vote 
to accept or reject the Plan, and the votes of such holders shall not 
be solicited with respect to such Allowed Other Secured Claims. 
4.3 
Class 3:  CRB Claims. 
(a) 
Classification:  Class 3 consists of the CRB Claims.  
(b) 
Allowance:   
(i) 
The CRB Secured Claims are Allowed in the outstanding 
amount of not less than $114,247,926.34, plus all accrued 
interest, costs, charge offs, fees, and expenses under the 
Loan and Security Agreement, the Loan Program 
Agreements, and the Additional Advances Agreement. 
(ii) 
CRB Superpriority Claims are Allowed pursuant to 
section 507(b) of the Bankruptcy Code against the Debtors 
in the aggregate amount of $1.00. 
(c) 
Treatment: In full and final satisfaction, settlement, release, and 
discharge of, and in exchange for each Allowed CRB Claim, on the 
Effective Date, the holder(s) of Allowed CRB Secured Claims will 
receive:  
(i) 
in respect of Allowed CRB Secured Claims other than such 
Claims arising under or based upon the Loan Program 
Agreements, (A) the Consenting Creditor New Equity, 
subject to dilution as provided by the Management Incentive 
Plan, by the conversion of any Convertible Notes following 
the Effective Date, by any issuance of New Equity (other 
than in connection with the Plan) that is validly effectuated 
by the Reorganized Debtors following the Effective Date, 
(B) payment in Cash on the earlier of January 31, 2024, and 
the date on which the transactions contemplated by the Note 
Purchase Agreement are consummated, in an amount equal 
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to $4,391,415.34, and (C) the Debtors’ entry into the 
Amended and Restated Loan and Security Agreement; and 
(ii) 
in respect of Allowed CRB Secured Claims arising under or 
based upon the Loan Program Agreements, (A) the Debtors’ 
entry into the Amended and Restated Loan Program 
Agreements and (B) payment in Cash on the date that is one 
year following the Effective Date in an amount equal to 
$850,000.  
(d) 
Impairment and Voting:  The CRB Claims are Impaired.  Holders 
of CRB Claims are entitled to vote on the Plan. 
4.4 
Class 4:  General Unsecured Claims 
(a) 
Classification:  Class 4 consists of General Unsecured Claims.  
(b) 
Treatment:  Except to the extent that a holder of a General 
Unsecured Claim agrees to less favorable treatment with the Debtors 
(and the Consenting Creditor) or the Reorganized Debtors, as 
applicable, the General Unsecured Claims shall be Reinstated, and 
the legal, equitable, and contractual rights of the holders of any 
Allowed General Unsecured Claim shall be unaltered by the Plan.  
On and after the Effective Date, the Reorganized Debtors shall 
continue to satisfy, dispute, pursue, or otherwise reconcile each 
General Unsecured Claim in the ordinary course of business. 
(c) 
Impairment and Voting:  Allowed General Unsecured Claims are 
Unimpaired.  In accordance with section 1126(f) of the Bankruptcy 
Code, the holders of Allowed General Unsecured Claims are 
conclusively presumed to accept the Plan and are not entitled to vote 
to accept or reject the Plan, and the votes of such holders shall not 
be solicited with respect to such Allowed General Unsecured 
Claims. 
4.5 
Class 5:  Intercompany Claims 
(a) 
Classification:  Class 5 consists of Intercompany Claims.  
(b) 
Treatment:  Intercompany Claims shall be reinstated, cancelled, 
compromised, or provided such other treatment as determined by 
the Reorganized Debtors in their reasonable discretion; provided 
that any reinstatement or unimpairment shall be solely for 
administrative or organizational convenience. 
(c) 
Impairment and Voting:  Allowed Intercompany Claims are 
Impaired or Unimpaired.  The holders of Allowed Intercompany 
Claims are either (i) deemed to reject the Plan pursuant to 
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section 1126(g) of the Bankruptcy Code and are not entitled to vote 
to accept or reject the Plan or (ii) conclusively presumed to accept 
the Plan pursuant to section 1126(f) of the Bankruptcy Code and are 
not entitled to vote to accept or reject the Plan.  The votes of such 
holders shall not be solicited with respect to such Allowed 
Intercompany Claims. 
4.6 
Class 6:  Existing Interests  
(a) 
Classification:  Class 6 consists of Existing Interests.  
(b) 
Treatment:  On the Effective Date, all Existing Interests shall be 
canceled and deemed to reject the Plan, and holders of Existing 
Interests issued and outstanding as of the Effective Date shall neither 
receive nor retain any property of the Debtors or interest in property 
of the Debtors on account of such Existing Interests. 
(c) 
Impairment and Voting:  Existing Interests are Impaired.  In 
accordance with section 1126(g) of the Bankruptcy Code, holders of 
Existing Interests are deemed to reject the Plan and are not entitled 
to vote to accept or reject the Plan, and the votes of such holders 
shall not be solicited. 
4.7 
Class 7:  Intercompany Interests 
(a) 
Classification:  Class 7 consists of Intercompany Interests in the 
Debtors. 
(b) 
Allowance:  As of the Effective Date, the Intercompany Interests 
shall be Allowed solely for the purpose of maintaining the Debtors’ 
corporate structure. 
(c) 
Treatment:  The Intercompany Interests shall be Reinstated solely 
for the purpose of maintaining the Debtors’ corporate structure, and 
the legal, equitable, and contractual rights of the holders of the 
Intercompany Interests shall be unaltered by the Plan. 
(d) 
Impairment and Voting: Allowed Intercompany Interests are 
either Unimpaired, in which case the holders of such Intercompany 
Interests conclusively are presumed to have accepted the Plan 
pursuant to section 1126(f) of the Bankruptcy Code, or Impaired, in 
which case the holders of such Intercompany Interests conclusively 
are deemed to have rejected the Plan pursuant to section 1126(g) of 
the Bankruptcy Code.  Therefore, holders of Allowed Intercompany 
Interests are not entitled to vote to accept or reject this Plan, and the 
votes of such holders will not be solicited with respect to such 
Allowed Intercompany Interests. 
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ARTICLE V 
MEANS FOR IMPLEMENTATION. 
5.1 
Separate Plans. 
Notwithstanding the combination of separate plans of reorganization for the 
Debtors set forth in the Plan for purposes of economy and efficiency, the Plan constitutes a separate 
chapter 11 plan for each Debtor. 
5.2 
No Substantive Consolidation.  
The Plan is being proposed as a joint plan of reorganization of the Debtors for 
administrative purposes only and constitutes a separate chapter 11 plan of reorganization for each 
Debtor.  The Plan is not premised upon the substantive consolidation of the Debtors with respect 
to the Classes of Claims or Interests set forth in the Plan. 
5.3 
Compromise and Settlement of Claims, Interests, and Controversies.  
Pursuant to sections 363 and 1123(b)(2) of the Bankruptcy Code and Bankruptcy 
Rule 9019 and in consideration for the distributions and other benefits provided pursuant to the 
Plan, the Restructuring Support Agreement and the TRA Amendment, the provisions of the Plan 
shall constitute a good faith compromise of Claims, Interests, and controversies relating to the 
contractual, legal, equitable, and subordination rights that a holder of a Claim or Interest may have 
with respect to such Claim or Interest or any distribution to be made on account of an Allowed 
Claim or Allowed Interest.  The entry of the Confirmation Order shall constitute the Bankruptcy 
Court’s approval of the compromise or settlement of all such Claims, Interests, and controversies, 
as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best 
interests of the Debtors, their Estates, and holders of such Claims and Interests, and is fair, 
equitable, and reasonable. 
Notwithstanding any other provision in the Plan, the settlements are approved 
among the parties that have agreed to them or are deemed to have agreed to them (including 
pursuant to Section 5.17 of this Plan), and the treatment of Claims and Interests is being afforded 
pursuant to confirmation of the Plan by satisfying the requirements of section 1129 of the 
Bankruptcy Code. 
5.4 
[Reserved.]  
5.5 
Continued Corporate Existence; Effectuating Documents; Further 
Transactions. 
(a) 
The Debtor corporate Entities shall continue to exist after the Effective Date 
as Reorganized Debtors as private companies in accordance with the applicable laws of the 
respective jurisdictions in which they are incorporated or organized and pursuant to the New 
Corporate Governance Documents.  The charter, bylaws, limited liability company agreements 
and other organizational documents of New Sunlight and each of its subsidiaries will be amended 
or amended and restated consistent with section 1123(a)(6) of the Bankruptcy Code, if applicable, 
and otherwise in accordance with the Plan and the Restructuring Support Agreement.  Such 
organizational documents (including, without limitation, those of New Sunlight) shall have 
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customary protections for minority shareholders, including the following: (i) drag-along rights, 
(ii) pro rata tag-along rights, (iii) preemptive rights, (iv) registration rights for additional equity 
issued after the Effective Date (including, as applicable, the Plan Sponsor New Equity, the 
Consenting Creditor New Equity, and other New Equity issued in connection with any 
Management Incentive Plan), and (v) customary information rights, in each case, as set forth in 
the Plan Supplement. 
(b) 
On or after the Effective Date, the Reorganized Debtors may, in their sole 
discretion, take such action as permitted by applicable law and the New Corporate Governance 
Documents, including those the Reorganized Debtors determine are reasonable and appropriate to 
effect any transaction described in, approved by, or necessary or appropriate to effectuate the Plan, 
including, without limitation, causing (i) a Reorganized Debtor to be merged into another 
Reorganized Debtor or an Affiliate of a Reorganized Debtor, (ii) a Reorganized Debtor to be 
dissolved, (iii) the legal name of a Reorganized Debtor to be changed, or (iv) the closure of a 
Reorganized Debtor’s Chapter 11 Case on the Effective Date or any time thereafter, and such 
action and documents are deemed to require no further action or approval (other than any requisite 
filings required under the applicable state, provincial and federal or foreign law). 
(c) 
On the Effective Date or as soon thereafter as is reasonably practicable, the 
Reorganized Debtors may take all actions as may be necessary or appropriate to effect any 
applicable transaction described in, approved by, or necessary or appropriate to effectuate the Plan, 
including (i) the execution and delivery of appropriate agreements or other documents of merger, 
consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation 
containing terms that are consistent with the terms of the Plan and the Plan Documents and that 
satisfy the requirements of applicable law and any other terms to which the applicable Entities may 
agree, (ii) the execution and delivery of appropriate instruments of transfer, assignment, 
assumption, or delegation of any Asset, property, right, liability, debt, or obligation on terms 
consistent with the terms of the Plan and having other terms to which the applicable Entities agree, 
(iii) the filing of appropriate certificates or articles of incorporation or formation and amendments 
thereto, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable 
law, (iv) the Restructuring Transactions, and (v) all other actions (or inaction) that the applicable 
Entities determine to be necessary or appropriate, including, without limitation, making filings or 
recordings that may be required by applicable law.  Any action described in this Section 5.5 may 
be effective as of the Effective Date without any further action by any shareholder, director, 
manager, board, or member of the Debtors or the Reorganized Debtors. 
5.6 
Plan Funding and Investment Transactions. 
Subject to the terms and conditions of the Plan and the Investment Agreement, 
including any consents or approvals required under each of the foregoing, and regardless of which 
transaction, the EDUH Transaction or the CRB Transaction, is consummated, (i) upon the 
Effective Date, the Plan Sponsor New Equity shall be issued to the Plan Sponsor in the percentage 
set forth in the Capital Schedule, (ii) upon the Effective Date, the Consenting Creditor New Equity 
shall be issued to the Consenting Creditor in the percentage set forth in the Capital Schedule, and 
(iii) upon the date that is the earlier of January 31, 2024, and the date on which the transactions 
contemplated by the Note Purchase Agreement are consumated, the Convertible Notes will be 
issued pursuant to the Note Purchase Agreement.  The proceeds of the Direct Investment may be 
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used for general corporate purposes.  Plan Distributions shall be funded from the Debtors’ Cash 
on hand, including (i) the proceeds of the Direct Investment, (ii) the proceeds, if any, provided in 
exchange for the Convertible Notes pursuant to the Note Purchase Agreement, and (iii) the 
Escrowed Funds, if applicable.  For the avoidance of doubt, the CRB Transaction shall only be 
consummated if (w) EDUH terminates the Investment Agreement in accordance with its terms, (x) 
the Debtors (with the consent of CRB, not to be unreasonably withheld) terminate the Investment 
Agreement in accordance with its terms because of EDUH’s breach, (y) the Debtors (with the 
consent of CRB) terminate the Investment Agreement for failure to meet a Milestone (as defined 
in the Restructuring Support Agreement), or (z) the Debtors and CRB jointly send EDUH a Breach 
Notice because of a breach of the Restructuring Support Agreement by EDUH, and such breach is 
not remedied or the Breach Notice is not withdrawn within the time stipulated in the Breach Notice, 
in which case, the Debtors will file a notice with the Bankruptcy Court designating CRB as the 
new Plan Sponsor.  Upon the consummation of a CRB Transaction in accordance with the 
Investment Agreement, CRB shall own one hundred percent (100%) of the New Equity as a result 
of CRB’s consummation of the Investment Agreement and CRB’s consent to the treatment of the 
CRB Claims provided under the Plan. 
5.7 
Cancellation of Existing Securities and Agreements. 
Except for the purpose of evidencing a right to a distribution or other treatment 
under the Plan and except as otherwise set forth in the Plan, or in any Plan Document, on the 
Effective Date, all agreements, instruments, notes, certificates, indentures, mortgages, security 
documents, and other documents evidencing any Claims or Interests in Classes 3, 6, or 7 (except 
such agreements, instruments, notes, certificates, indentures, mortgages, security documents, and 
or documents evidencing any such Claims or Interests that are Reinstated pursuant to the Plan) and 
any rights of any holder in respect thereof shall be deemed cancelled and of no force or effect and 
the obligations of the Debtors (and, therefore, the Reorganized Debtors) thereunder shall be 
deemed fully satisfied, released, and discharged.  Except as set forth herein, the holders of or 
parties to such cancelled instruments, Securities, and other documentation shall have no rights 
arising from or related to such instruments, Securities, or other documentation or the cancellation 
thereof, except the rights provided for pursuant to the Plan. 
5.8 
Cancellation of Certain Existing Security Interests. 
Unless such Claims are satisfied by return of Collateral to the creditor, upon the 
Effective Date or promptly thereafter, the holder of any Other Secured Claim shall deliver to the 
Debtors or Reorganized Debtors, as applicable, any Collateral or other property of a Debtor held 
by such holder, together with any termination statements, instruments of satisfaction, releases, 
and/or other documents concerning all security interests with respect to its Other Secured Claim 
that may be reasonably required to terminate any related financing statements, mortgages, 
mechanics’ or other statutory Liens, lis pendens, or similar interests. 
5.9 
Officers and Boards of Directors. 
(a) 
On the Effective Date, the New Board shall consist of the number of 
directors prescribed in the Plan Supplement.  The composition of the board of directors of New 
Sunlight, as applicable, shall be disclosed prior to the Confirmation Hearing in accordance with 
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section 1129(a)(5) of the Bankruptcy Code and otherwise as required by applicable law, rule, or 
regulation.  The New Board shall be selected as follows: 
(i) If the Debtors consummate the EDUH Transaction: As more fully 
set forth in the Shareholder Agreement, the New Board shall consist of 
at least six (6), but up to seven (7), directors and two (2) observers who 
shall be chosen as follows: (A) The Plan Sponsor shall have the right to 
appoint (x) two (2) board members if the Plan Sponsor owns at least 
fifty percent (50%) of the then outstanding New Common Stock 
(including shares of New Common Stock issued or issuable upon 
conversion of the New Preferred Stock), and (y) one (1) board member 
if the Plan Sponsor owns less than fifty percent (50%) of the then 
outstanding New Common Stock (including shares of New Common 
Stock issued or issuable upon conversion of the New Preferred Stock); 
(B) CRB shall have the right to appoint (x) one (1) board member if 
CRB owns twenty percent (20%) to fifty percent (50%) of the then 
outstanding New Common Stock (based upon the CRB As-Converted 
Determination), and (y) two (2) board members if CRB owns more than 
fifty percent (50%) of the then outstanding New Common Stock (based 
upon the CRB As-Converted Determination); and (C) the Plan Sponsor 
and CRB shall mutually agree upon the appointment of (x) two (2) 
independent board members and (y) the chief executive officer of the 
Reorganized Debtors.  Additionally, (1) the Plan Sponsor have the right 
to appoint one (1) non-voting observer to the New Board and (2) for so 
long as CRB owns less than twenty percent (20%) of the then 
outstanding New Common Stock (based upon the CRB As-Converted 
Determination) CRB shall each have the right to appoint one (1) non-
voting observer to the New Board.  For purposes of calculating the total 
ownership of then outstanding New Equity, such calculation shall (A) 
exclude any future dilution on account of the Management Incentive 
Plan and (B) treat any then outstanding Convertible Notes on a fully-
converted basis. 
(ii) If the Debtors consummate the CRB Transaction: The New Board 
shall consist of seven (7) board members and shall be selected by CRB; 
provided that, (A) the chief executive officer of the Reorganized 
Debtors shall be a member of the New Board, and (B) at least two (2) 
such members shall be independent board members.  
(b) 
Except as otherwise provided in the Plan Supplement, the officers of the 
Debtors immediately before the Effective Date, as applicable, shall serve as the initial officers of 
the Reorganized Debtors on and after the Effective Date.  After the Effective Date, the selection 
of officers of the Reorganized Debtors shall be determined by the New Board in accordance with 
the New Corporate Governance Documents. 
(c) 
Except to the extent that a member of the board of directors of the Debtors 
continues to serve as a director of the Reorganized Debtors on and after the Effective Date, the 
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members of the board of directors of the Debtors prior to the Effective Date, in their capacities as 
such, shall have no continuing obligations or duties to the Reorganized Debtors, and shall be 
entitled to no compensation or benefits, on or after the Effective Date and each such director shall 
be deemed to have resigned or shall otherwise cease to be a director of the Debtors on the Effective 
Date.  Commencing on the Effective Date, each of the directors of the Reorganized Debtors shall 
be elected and serve pursuant to the terms of the applicable organizational documents of the 
Reorganized Debtors and may be replaced or removed in accordance with such organizational 
documents. 
5.10 
Management Incentive Plan. 
Within ninety (90) calendar days following the Effective Date, the Reorganized 
Debtors will enter into the Management Incentive Plan.  The participants and the amounts allocated 
under the Management Incentive Plan and other terms and conditions thereof shall be determined 
in the sole discretion of the New Board and in accordance with the Investment Agreement; 
provided, however, that the Management Incentive Plan shall consist only of common stock, 
warrants, options, restricted stock units, or other instruments or securities exercisable or 
convertible into New Common Stock, the amount of which shall not exceed the amounts set forth 
in the Capital Schedule. 
5.11 
Authorization and Issuance of New Equity. 
In the event the EDUH Transaction or the CRB Transaction occurs, on the Effective 
Date, New Sunlight is authorized to issue or distribute the New Equity and shall issue or distribute 
the New Equity in accordance with the Plan and the Capital Schedule (and in accordance with, 
where applicable, the Investment Agreement, the Convertible Notes, and/or the Management 
Incentive Plan), without the need for any further board, member, equity holder, or other corporate 
action.  All of the New Equity issuable or distributable under the Plan, when so issued or 
distributed, shall be duly authorized, validly issued, fully paid and non-assessable (including, upon 
payment of the conversion price in accordance with the terms of the Convertible Notes, shares of 
New Preferred Stock issued upon the exercise thereof, if any). The organizational documents of 
New Sunlight shall authorize a sufficient amount of New Equity to effectuate the issuance or 
distribution of New Equity contemplated by and in connection with the Plan, including, if 
applicable, the Investment Agreement, the Convertible Notes, and the Management Incentive Plan, 
and New Sunlight shall issue or reserve for issuance a sufficient amount of New Equity to 
effectuate all such issuances.  The organizational documents of New Sunlight, as applicable, shall 
be binding, unless otherwise specifically set forth therein, on all Entities receiving New Equity 
(and their respective successors and assigns) whether received pursuant to the Plan or otherwise 
and regardless of whether such Entity executes or delivers a signature page to any organizational 
documents of New Sunlight. 
5.12 
Amended CRB Agreements. 
(a) 
On the Effective Date, the Amended CRB Agreements shall be executed 
and delivered by the Reorganized Debtors substantially in the form contained in the Plan 
Supplement, and the Reorganized Debtors shall be authorized and directed to execute, deliver, and 
enter into such documents without further (i) notice to or order or other approval of the Bankruptcy 
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Court, (ii) act or action under applicable law, regulation, order, or rule, (iii) vote, consent, 
authorization, or approval of any Person, or (iv) action by the holders of Claims or Interests.  The 
Amended CRB Agreements shall constitute legal, valid, binding, and authorized joint and several 
obligations of the applicable Reorganized Debtors, enforceable in accordance with their terms, and 
such obligations shall not be enjoined or subject to discharge, impairment, release, avoidance, 
recharacterization, or subordination (including equitable subordination) under applicable law, the 
Plan, or the Confirmation Order and shall not constitute preferential transfers, fraudulent 
conveyances, or other voidable transfers under the Bankruptcy Code or any applicable non-
bankruptcy law, the Plan, or the Confirmation Order.  The financial accommodations to be 
extended pursuant to the Amended CRB Agreements are reasonable and are being extended, and 
shall be deemed to have been extended, in good faith and for legitimate business purposes. 
(b) 
Confirmation of the Plan shall constitute (i) approval of the Amended CRB 
Agreements, and all transactions contemplated thereby, and all actions to be taken, undertakings 
to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, 
including the payment of all fees, indemnities, and expenses as and when due provided for by the 
Amended CRB Agreements and (ii) authorization to enter into and perform under the Amended 
CRB Agreements.  
(c) 
On the Effective Date, all Liens and security interests granted pursuant to, 
or in connection with the Amended CRB Agreements, (i) shall be approved hereby and shall, 
without the necessity of the execution, recordation, or filing of mortgages, security agreements, 
control agreements, pledge agreements, financing statements, or other similar documents, be valid, 
binding, fully perfected, fully enforceable first priority Liens (with first priority obligation of 
payment) on, and security interests in, the Collateral described in the Amended CRB Agreements, 
and (ii) shall not be subject to discharge, impairment, release, avoidance, recharacterization, or 
subordination (including equitable subordination) for any purposes whatsoever and shall not 
constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the 
Bankruptcy Code or any applicable non-bankruptcy law, the Plan, or the Confirmation Order.   
(d) 
The Reorganized Debtors and CRB are authorized to make all filings and 
recordings and to obtain all governmental approvals and consents necessary to establish and 
perfect such Liens and security interests under the provisions of the applicable state, provincial, 
territorial, federal, or other law (whether domestic or foreign) that would be applicable in the 
absence of the Plan and the Confirmation Order (it being understood that perfection shall occur 
automatically by virtue of the entry of the Confirmation Order without the need for any filings or 
recordings) and will thereafter cooperate to make all other filings and recordings that otherwise 
would be necessary under applicable law to give notice of such Liens and security interests to third 
parties.   
(e) 
Notwithstanding anything to the contrary in the Plan, the Bankruptcy Court 
shall have no jurisdiction over any matters first arising and accruing under or with respect to the 
Amended CRB Agreements after the Effective Date. 
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5.13 
Restructuring Transactions. 
(a) 
On or as soon as reasonably practicable after the Effective Date, the Debtors 
or the Reorganized Debtors, as applicable, shall take all actions as may be necessary or appropriate 
to effectuate the applicable Restructuring Transactions and Plan Documents, including (i) the 
execution and delivery of appropriate agreements or other documents of merger, amalgamation, 
consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, 
dissolution, cancellation, sale, purchase, or liquidation containing terms that are consistent with 
the terms of the Plan, (ii) the execution and delivery of appropriate instruments of transfer, 
assignment, assumption, or delegation of any Asset, property, right, liability, debt, or obligation 
on terms consistent with the terms of the Plan, (iii) the filing of appropriate certificates or articles 
of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, 
continuance, cancellation, or dissolution pursuant to applicable foreign, state, territorial, 
provincial, or federal law, (iv) the execution and delivery of any applicable Definitive Documents 
not already executed and delivered, (v) the issuance of Securities in accordance with the Plan, all 
of which shall be authorized and approved in all respects in each case without further action being 
required under applicable law, regulation, order, or rule, and (vi) all other actions necessary or 
appropriate to fully effectuate the Plan and the applicable Plan Documents, including making 
filings or recordings that may be required by the Amended CRB Agreements or applicable law. 
(b) 
To the extent practicable, the Restructuring and the Restructuring 
Transactions contemplated by the Plan and Restructuring Support Agreement shall be structured, 
with the reasonable consent of the Debtors, CRB, and the Plan Sponsor, (i) to preserve favorable 
tax attributes of the Debtors, such as existing net operating loss carryforwards and/or tax credits 
and (ii) in a tax-efficient manner for the Debtors (including New Sunlight) and all equity holders. 
(c) 
Each officer, manager, or board member of the Debtors or the Reorganized 
Debtors is authorized to issue, execute, deliver, file, or record such contracts, Securities, 
instruments, releases, indentures, and other agreements or documents and take such actions as may 
be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions 
of the Plan, the applicable Plan Documents and the Securities issued pursuant to the Plan in the 
name of and on behalf of the Reorganized Debtors, all of which shall be authorized and approved 
in all respects, in each case, without the need for any approvals, authorization, consents, or any 
further action required under applicable law, regulation, order, or rule except for those expressly 
required by the Plan.   
(d) 
Unless otherwise agreed, all matters provided for herein involving the 
corporate structure of the Debtors or Reorganized Debtors, or any corporate, limited liability 
company, or related action required by the Debtors or Reorganized Debtors in connection herewith 
shall be deemed to have occurred and shall be in effect as of the Effective Date, without any 
requirement of further action by the stockholders, members, board, managers, or directors of the 
Debtors or Reorganized Debtors, and with like effect as though such action had been taken 
unanimously by the stockholders, members, managers, directors, or officers, as applicable, of the 
Debtors or Reorganized Debtors. 
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5.14 
Nonconsensual Confirmation.  
The Debtors intend to undertake to have the Bankruptcy Court confirm the Plan 
under section 1129(b) of the Bankruptcy Code as to any Classes that are deemed to reject the Plan. 
5.15 
Notice of Effective Date.  
As soon as practicable, but not later than three (3) Business Days following the 
Effective Date, the Debtors shall file a notice of the occurrence of the Effective Date with the 
Bankruptcy Court. 
5.16 
Convertible Notes  
(a) 
On the Effective Date, the Note Purchase Agreement shall be executed by 
the Reorganized Debtors and CRB, and the Convertible Notes shall be issued in connection 
therewith by no later than January 31, 2024, substantially in the form contained in the Plan 
Supplement, and the Reorganized Debtors shall be authorized and directed to execute, deliver, and 
enter into such documents without further (i) notice to or order or other approval of the Bankruptcy 
Court, (ii) act or action under applicable law, regulation, order, or rule, (iii) vote, consent, 
authorization, or approval of any Person, or (iv) action by the holders of Claims or Interests.  The 
Note Purchase Agreement, and any Convertible Notes issued thereunder, shall constitute legal, 
valid, binding, and authorized joint and several obligations of the applicable Reorganized Debtors, 
enforceable in accordance with their terms, and such obligations shall not be enjoined or subject 
to discharge, impairment, release, avoidance, recharacterization, or subordination (including 
equitable subordination) under applicable law, the Plan, or the Confirmation Order and shall not 
constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the 
Bankruptcy Code or any applicable non-bankruptcy law, the Plan, or the Confirmation Order.  The 
financial accommodations to be extended pursuant to the Note Purchase Agreement and 
Convertible Notes are reasonable and are being extended, and shall be deemed to have been 
extended, in good faith and for legitimate business purposes. 
(b) 
Subject to the terms of the Note Purchase Agreement and the Convertible 
Notes, CRB shall have the right to convert the Convertible Notes (including any principal, interest, 
payment-in-kind interest, fees, or other amounts owing under the Note Purchase Agreement) to 
New Preferred Stock at the conversion rates set forth in the Note Purchase Agreement, thereby 
diluting then-outstanding New Preferred Stock; provided however, that CRB may not convert the 
Convertible Notes into New Preferred Stock until the day that is one (1) year after the Effective 
Date.   
(c) 
Confirmation of the Plan shall constitute (i) approval of the Note Purchase 
Agreement and the Convertible Notes, and all transactions contemplated thereby, and all actions 
to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors 
in connection therewith, including the payment of all fees, indemnities, and expenses as and when 
due provided for by the Note Purchase Agreement and Convertible Notes and (ii) authorization to 
enter into and perform under the Note Purchase Agreement and the Convertible Notes.  
(d) 
Upon consummation of the transactions contemplated by the Note Purchase 
Agreement, all Liens and security interests granted pursuant to, or in connection with the Note 
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Purchase Agreement and the Convertible Notes, (i) shall be approved hereby and shall, without 
the necessity of the execution, recordation, or filing of mortgages, security agreements, control 
agreements, pledge agreements, financing statements, or other similar documents, be valid, 
binding, fully perfected, fully enforceable first priority Liens (with first priority obligation of 
payment) on, and security interests in, the Collateral described in the Note Purchase Agreement 
and the Convertible Notes, and (ii) shall not be subject to discharge, impairment, release, 
avoidance, recharacterization, or subordination (including equitable subordination) for any 
purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or 
other voidable transfers under the Bankruptcy Code or any applicable non-bankruptcy law, the 
Plan, or the Confirmation Order.   
(e) 
The Reorganized Debtors and CRB are authorized to make all filings and 
recordings and to obtain all governmental approvals and consents necessary to establish and 
perfect such Liens and security interests under the provisions of the applicable state, provincial, 
territorial, federal, or other law (whether domestic or foreign) that would be applicable in the 
absence of the Plan and the Confirmation Order (it being understood that perfection shall occur 
automatically by virtue of the entry of the Confirmation Order without the need for any filings or 
recordings) and will thereafter cooperate to make all other filings and recordings that otherwise 
would be necessary under applicable law to give notice of such Liens and security interests to third 
parties.   
Notwithstanding anything to the contrary in the Plan, the Bankruptcy Court shall 
have no jurisdiction over any matters first arising and accruing under or with respect to the Note 
Purchase Agreement or the Convertible Notes after the Effective Date. 
5.17 
Effectiveness of the TRA Amendment  
Prior to the Effective Date, Holdings and the Supermajority TRA Holders shall 
execute and deliver, or shall have already executed and delivered, the TRA Amendment, which 
shall provide, among other things and without limitation, that no TRA Early Termination Payment 
shall be payable by the Debtors or the Reorganized Debtors on account of the Tax Receivable 
Agreement before, on, or after the Effective Date.  The Debtors shall be authorized and directed 
to execute, deliver, and enter into the TRA Amendment without further (i) notice to or order or 
other approval of the Bankruptcy Court, (ii) act or action under applicable law, regulation, order, 
or rule, (iii) vote, consent, authorization, or approval of any Person, or (iv) action by the holders 
of Claims or Interests.  The TRA Amendment and the settlements and compromises contemplated 
thereunder and under the Restructuring Support Agreement, shall constitute a legal, valid, binding, 
and authorized joint and several obligation of the applicable Debtors or applicable Reorganized 
Debtors, enforceable in accordance with its terms, and such obligation shall not be enjoined or 
subject to discharge, impairment, release, avoidance, recharacterization, or subordination 
(including equitable subordination) under applicable law, the Plan, or the Confirmation Order.  
Confirmation of the Plan shall constitute approval of the TRA Amendment and all settlements and 
compromises contemplated thereunder and under the Restructuring Support Agreement, and all 
transactions contemplated thereby, and all actions to be taken, undertakings to be made, and 
obligations to be incurred by the Debtors or Reorganized Debtors in connection therewith. 
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The Debtors agree to indemnify, hold harmless, and defend the Supermajority TRA 
Holders and the TRA Agent, their Affiliates and each of their respective officers, directors, 
partners, shareholders, trustees, controlling persons, employees, agents, advisors, attorneys, and 
representatives (each, a “TRA Indemnitee”), from and against any and all liabilities incurred or 
suffered by or asserted against any TRA Indemnitee as a result of a third party claim arising from 
such TRA Indemnitee’s entry into the TRA Amendment.  The foregoing indemnification 
obligation shall apply regardless of whether the third-party claim alleges a breach of contract, 
violation of statute, rule, regulation, or tort (including without limitation negligence) by a TRA 
Indemnitee. 
ARTICLE VI 
DISTRIBUTIONS. 
6.1 
Distributions Generally. 
The Disbursing Agent shall make all distributions to the appropriate holders of 
Allowed Claims in accordance with the terms of the Plan.   
6.2 
Postpetition Interest on Claims. 
Unless otherwise specifically provided for in the Plan or the Confirmation Order, 
or required by applicable bankruptcy and non-bankruptcy law, no postpetition interest shall accrue 
or be paid on any Claim.  
6.3 
Date of Distributions. 
Unless otherwise provided in the Plan, any distributions and deliveries due and 
payable under the Plan shall be made on the Effective Date or as soon as practicable thereafter; 
provided, however, that the Reorganized Debtors may implement periodic distribution dates to the 
extent they determine them to be appropriate. 
6.4 
Distribution Record Date. 
As of the close of business on the Distribution Record Date, the various lists of 
holders of Claims or Interests in each Class, as maintained by the Debtors or their agents, shall be 
deemed closed, and there shall be no further changes in the record holders of any Claims or 
Interests after the Distribution Record Date.  Neither the Debtors nor the Disbursing Agent shall 
have any obligation to recognize any transfer of a Claim or Interest occurring after the close of 
business on the Distribution Record Date.  In addition, with respect to payment of any Cure 
Amounts or disputes over any Cure Amounts, neither the Debtors nor the Disbursing Agent shall 
have any obligation to recognize or deal with any party other than the non-Debtor party to the 
applicable executory contract or unexpired lease, even if such non-Debtor party has sold, assigned, 
or otherwise transferred its Claim for a Cure Amount. 
6.5 
Distributions After Effective Date. 
Distributions made after the Effective Date to holders of Claims that become 
Allowed Claims after the Effective Date shall be deemed to have been made on the Effective Date. 
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6.6 
Disbursing Agent. 
The Disbursing Agent shall make all distributions under the Plan on and after the 
Effective Date as provided herein.  The Disbursing Agent shall have no liability for any Claims or 
Interests, its sole role being to process the Plan Distributions.  The Disbursing Agent shall not be 
required to give any bond or surety or other security for the performance of its duties.  The 
Reorganized Debtors shall use commercially reasonable efforts to provide the Disbursing Agent 
with the amounts of Claims and Interests and the identities and addresses of holders of Claims or 
Interests, in each case, as set forth in the Debtors or Reorganized Debtors’ books and records.  The 
Debtors shall cooperate in good faith with the Disbursing Agent to comply with the reporting and 
withholding requirements outlined in Section 6.16 of the Plan. 
6.7 
Delivery of Distributions. 
Subject to Bankruptcy Rule 9010, the Disbursing Agent shall make all distributions 
to any holder of an Allowed Claim as and when required by the Plan at (i) the address of such 
holder on the books and records of the Debtors or their agents or (ii) at the address in any written 
notice of address change delivered to the Debtors or the Disbursing Agent, including any addresses 
included on any transfers of Claim filed pursuant to Bankruptcy Rule 3001.  In the event that any 
distribution to any holder is returned as undeliverable, no distribution or payment to such holder 
shall be made unless and until the Disbursing Agent has been notified of the then-current address 
of such holder, at which time or as soon thereafter as reasonably practicable such distribution shall 
be made to such holder without interest.   
6.8 
Unclaimed Property. 
(a) 
On the earlier of (a) sixty (60) calendar days after the filing of a notice of 
unclaimed distributions, or (b) one (1) year after the date that any distribution to a holder is returned 
as undeliverable, all distributions payable on account of an Allowed Claim shall be deemed 
unclaimed property under section 347(b) of the Bankruptcy Code and shall revert to the 
Reorganized Debtors or their successors or assigns, and all Claims of any other Person (including 
the holder of a Claim in the same Class) to such distribution shall be discharged and forever barred.  
The Reorganized Debtors and the Disbursing Agent shall have no obligation to attempt to locate 
any holder of an Allowed Claim other than by reviewing the Debtors’ books and records and the 
Bankruptcy Court’s filings. 
(b) 
A distribution shall be deemed unclaimed if a distribution was returned or 
a holder has not (i) accepted a particular distribution or, in the case of distributions made by check, 
negotiated such check; (ii) given notice to the Disbursing Agent of an intent to accept a particular 
distribution; (iii) responded to the Disbursing Agent’s requests for information necessary to 
facilitate a particular distribution; or (iv) taken any other action necessary to facilitate such 
distribution. 
6.9 
Satisfaction of Claims. 
Unless otherwise provided in the Plan, any distributions and deliveries to be made 
under the Plan on account of Allowed Claims or Allowed Interests shall be in complete and final 
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satisfaction, settlement, and discharge of and exchange for such Allowed Claims or Allowed 
Interests. 
6.10 
Manner of Payment under Plan. 
Except as specifically provided herein, at the option of the Debtors or the 
Reorganized Debtors, as applicable, any Cash payment to be made under the Plan may be made 
by a check or wire transfer or as otherwise required or provided in applicable agreements or 
customary practices of the Debtors. 
6.11 
Fractional Shares. 
Except as otherwise set forth in the Investment Agreement or the Capital Schedule, 
no fractional shares of New Equity shall be distributed.  When any distribution would otherwise 
result in the issuance of a number of shares of New Equity that are not a whole number, the New 
Equity subject to such distribution shall be rounded to the next higher or lower whole number as 
follows: (i) fractions equal to or greater than 1/2 shall be rounded to the next higher whole number, 
and (ii) fractions less than 1/2 shall be rounded to the next lower whole number.  No consideration 
will be provided in lieu of fractional shares that are rounded down.  Neither the Reorganized 
Debtors nor the Disbursing Agent shall have any obligation to make a distribution that is less than 
one (1) share of New Equity.  Fractional shares of New Equity that are not distributed in 
accordance with this Section shall be returned to, and ownership thereof shall vest in, the 
Reorganized Debtors. 
6.12 
No Distribution in Excess of Amount of Allowed Claim. 
Notwithstanding anything to the contrary in the Plan, no holder of an Allowed 
Claim shall receive, on account of such Allowed Claim, Plan Distributions in excess of the 
Allowed amount of such Allowed Claim. 
6.13 
Exemptions from Applicable Securities Laws. 
(a) 
The offer, issuance, and distribution under the Plan of the Consenting 
Creditor New Equity to CRB on account of the Allowed CRB Claims will be exempt from 
registration under the Securities Act and any other applicable securities laws pursuant to 
section 1145 of the Bankruptcy Code.  The offer, sale, issuance, and distribution under the Plan of 
the Plan Sponsor New Equity to the Plan Sponsor, if any, and the offer, issuance, and distribution 
under the Plan of the Convertible Notes to the Holders of such Convertible Notes (including 
guarantees of the Convertible Notes and the New Preferred Stock issuable upon the conversion of 
the Convertible Notes, if any) will, in each case, be exempt from registration under the Securities 
Act and any other applicable securities laws pursuant to section 4(a)(2) of the Securities Act or 
Regulation D thereunder. 
(b) 
The Consenting Creditor New Equity issued under the Plan may be sold 
without registration under the Securities Act by the recipients thereof, subject to the provisions of 
section 1145(b)(1) of the Bankruptcy Code relating to the definition of an “underwriter” in 
section 2(a)(11) of the Securities Act and compliance with any applicable state securities laws, if 
any, and the rules and regulations of the U.S. Securities and Exchange Commission, if any, 
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applicable at the time of any future transfer of such securities or instruments.  The Plan Sponsor 
New Equity and the Convertible Notes (including guarantees of the Convertible Notes and the 
New Preferred Stock issuable upon the conversion of the Convertible Notes, if any) issued under 
the Plan will constitute “restricted securities” within the meaning of Rule 144 under the Securities 
Act and accordingly may not be sold, exchange, assigned or otherwise transferred except in 
transactions that are exempt from, or in transactions not subject to, the registration requirements 
of the Securities Act and in compliance with any applicable state securities laws. 
(c) 
The availability of the exemption under section 1145 of the Bankruptcy 
Code or any other applicable securities laws shall not be a condition to the occurrence of the 
Effective Date. 
(d) 
The Reorganized Debtors need not provide any further evidence other than 
the Plan or the Confirmation Order to any Person (including The Depository Trust Company and 
any transfer agent for the New Equity) with respect to the treatment of the New Equity or the 
Convertible Notes to be issued under the Plan and the Note Purchase Agreement under applicable 
securities laws.  The Depository Trust Company and any transfer agent for the New Equity shall 
be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal 
opinion regarding whether the New Equity or the Convertible Notes (including guarantees of the 
Convertible Notes and the New Preferred Stock issuable upon the conversion of the Convertible 
Notes, if any) are exempt from registration and/or eligible for The Depository Trust Company 
book-entry delivery, settlement, and depository services.  For the avoidance of doubt, nothing 
herein requires the Reorganized Debtors to utilize the services of The Depository Trust Company 
or a transfer agent.  
(e) 
Notwithstanding anything to the contrary in the Plan, no Person (including, 
for the avoidance of doubt, (i) the Plan Sponsor, (ii) the Consenting Creditor, (iii) The Depository 
Trust Company, and (iv) any transfer agent for the New Equity) may require a legal opinion 
regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of 
doubt, whether the issuance of the New Equity or the Convertible Notes (including guarantees of 
the Convertible Notes and the New Preferred Stock issuable upon the conversion of the 
Convertible Notes, if any) is exempt from registration and/or eligible for book-entry, delivery, 
settlement, and depository services or validly issued, fully paid, and nonassessable. 
6.14 
Setoffs and Recoupments. 
Except as expressly provided in the DIP Orders, the Reorganized Debtors, or their 
designee, may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, 
setoff or recoup against any Claim or Interest and any consideration to be provided pursuant to the 
Plan on account of such Claim or Interest, any and all Claims, rights, defenses, and Causes of 
Action of any nature whatsoever that a Reorganized Debtor or its successors may hold against the 
holder of such Claim or Interest; provided, however, that neither the failure to effect a setoff or 
recoupment nor the allowance of any Claim or Interest hereunder shall constitute a waiver or 
release by a Reorganized Debtor or its successor of any Claims, rights, defenses, or Causes of 
Action that a Reorganized Debtor or its successor or assign may possess against the holder of such 
Claim or Interest. 
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6.15 
Rights and Powers of Disbursing Agent. 
The Disbursing Agent shall be empowered to (i) effect all actions and execute all 
agreements, instruments, and other documents necessary to perform its duties hereunder, 
(ii) process and send all applicable distributions or payments provided for under the Plan, (iii) 
employ professionals to represent it with respect to its responsibilities, and (iv) exercise such other 
powers as may be vested in the Disbursing Agent by order of the Bankruptcy Court (including any 
Final Order issued after the Effective Date) or pursuant to the Plan, or as deemed by the Disbursing 
Agent to be necessary and proper to implement the provisions hereof. 
6.16 
Withholding and Reporting Requirements. 
(a) 
In connection with the Plan and all instruments issued in connection 
therewith and distributed thereon, the Debtors and the Disbursing Agent shall comply with all 
applicable withholding and reporting requirements imposed by any federal, state, or local taxing 
authority, and all distributions made under the Plan shall be subject to any such withholding or 
reporting requirements. In the case of a non-Cash distribution that is subject to withholding, the 
Disbursing Agent may require a holder of an Allowed Claim or Allowed Interest to complete and 
return a Form W-8 or W-9, as applicable to each such holder, and any other applicable forms.  If 
such form is requested and not submitted to the Disbursing Agent within ten (10) Business Days 
of the request, the Disbursing Agent may, in its discretion, either (i) withhold an appropriate 
portion of such distributed property and sell such withheld property to generate Cash necessary to 
pay over the withholding tax or (ii) require the intended recipient of such distribution to provide 
the withholding agent with an amount of Cash sufficient to satisfy such withholding tax as a 
condition to receiving such distribution.  If such form is requested and submitted to the Disbursing 
Agent within ten (10) Business Days of the request, the Disbursing Agent may withhold an 
appropriate portion of such distributed property and sell such withheld property to generate Cash 
necessary to pay over the withholding tax; provided, however, that the Disbursing Agent shall first 
notify the intended recipient of such contemplated sale and offer the intended recipient a 
reasonable opportunity to provide sufficient Cash to satisfy such withholding tax in lieu of such 
sale. The Disbursing Agent shall have the right not to make a distribution until its withholding 
obligation is satisfied pursuant to the preceding sentences. If an intended recipient of a non-Cash 
distribution is required to provide or has agreed to provide the withholding agent with the Cash 
necessary to satisfy the withholding tax pursuant to this Section and such Person fails to comply 
before the date that is 120 calendar days after the request is made, the amount of such distribution 
shall irrevocably revert to the Reorganized Debtors and any Claim in respect of such distribution 
shall be discharged and forever barred from assertion against the Reorganized Debtors or their 
respective property. Any amounts withheld pursuant to this Section 6.16 shall be deemed to have 
been distributed to and received by the applicable recipient for all purposes of the Plan.  The 
Disbursing Agent may require a holder of an Allowed Claim or Allowed Interest to complete and 
return a Form W-8 or W-9, as applicable to each such holder, and any other applicable forms, prior 
to making any distribution.   
(b) 
Notwithstanding the above, each holder of an Allowed Claim that is to 
receive a distribution under the Plan shall have the sole and exclusive responsibility for the 
satisfaction and payment of any tax obligations imposed on such holder by any Governmental 
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Unit, including income, withholding, and other tax obligations, on account of such Plan 
Distribution. 
ARTICLE VII 
PROCEDURES FOR RESOLVING CLAIMS. 
7.1 
Disputed Claims Process.   
Consistent with section 3.4 of the Plan, the holders of Claims, other than the holders 
of Rejection Damages Claims, Disputed Cure Amount Claims and Subordinated Interests, shall 
not be subject to any Claims resolution process in the Bankruptcy Court.  Except for proofs of 
Claim in respect of Rejection Damages Claims, any filed Claim, regardless of the time of filing, 
and including Claims filed after the Effective Date, shall be deemed withdrawn.  The Debtors and 
the Reorganized Debtors, as applicable, shall be permitted to seek the classification of any Claim 
as a Subordinated Interest by filing an objection to or other pleading with respect to such Claim 
with the Bankruptcy Court and shall not be required to commence an adversary proceeding to 
effect such classification.  From and after the Effective Date, the Reorganized Debtors may satisfy, 
dispute, settle, or otherwise compromise any Claim without approval of the Bankruptcy Court. 
7.2 
Objections to Claims. 
Except insofar as a Claim is expressly Allowed in the Plan, the Debtors or the 
Reorganized Debtors, as applicable, shall exclusively be entitled to object to Claims.  After the 
Effective Date, the Reorganized Debtors shall have and retain any and all rights and defenses that 
the Debtors had with regard to any Claim or Interest.  Any objections to Claims shall be served 
and filed on or before the later of (i) two (2) years after the Effective Date and (ii) such later date 
as may be fixed by the Bankruptcy Court.  The expiration of such period shall not limit or affect 
the Debtors’ or the Reorganized Debtors’ rights to dispute Claims other than through an objection 
to a Claim and/or to proof of such Claim. 
7.3 
Resolution of Disputed Claims. 
If any portion of a Claim is Disputed, such Claim shall not be an Allowed Claim.  
On and after the Effective Date, the Reorganized Debtors, as applicable, shall have the authority 
to compromise, settle, otherwise resolve, or withdraw any objections to Claims on behalf of the 
Debtors without approval of the Bankruptcy Court, other than with respect to Fee Claims.  The 
Reorganized Debtors shall succeed to the rights and defenses of the Debtors to any such objections, 
which rights and defenses are fully preserved.   
7.4 
Payment and Distributions with Respect to Disputed Claims. 
Notwithstanding anything herein to the contrary, if any portion of a Claim is 
Disputed, no payment or distribution provided hereunder shall be made on account of such Claim 
unless and until such Disputed Claim becomes an Allowed Claim. 
7.5 
Amendments to Claims  
On or after thirty (30) days after the Effective Date, except as expressly provided 
in the Plan or the Confirmation Order, a Claim may not be filed or amended without the prior 
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authorization of the Bankruptcy Court or the Reorganized Debtors.  Absent such authorization, 
any new or amended Claim filed more than thirty (30) days after the Effective Date shall be 
deemed disallowed in full and expunged without any further notice to or action, order, or approval 
of the Bankruptcy Court. 
7.6 
Distributions after Allowance. 
After such time as a Disputed Claim becomes an Allowed Claim, the holder thereof 
shall be entitled to distributions, if any, to which such holder is then entitled as provided in the 
Plan, without interest.  Such distributions shall be made as soon as practicable after the date that 
such Disputed Claim becomes an Allowed Claim. 
7.7 
Disallowance of Claims. 
Except as to Claims in Class 3 or to the extent otherwise agreed to by the Debtors 
(and the Consenting Creditor) or the Reorganized Debtors, as applicable, any Claims held by 
Entities from which property is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy 
Code or that is a transferee of a transfer avoidable under section 522(f), 522(h), 544, 545, 547, 
548, 549, or 724(a) of the Bankruptcy Code, as determined by a Final Order, shall be deemed 
disallowed pursuant to section 502(d) of the Bankruptcy Code.  Holders of such Claims may not 
receive any distributions on account of such Claims until such time as all Causes of Action against 
that Person have been settled or a Final Order with respect thereto has been entered and all sums 
due, if any, to the Debtors by that Person have been turned over or paid to the Debtors or the 
Reorganized Debtors, as applicable. 
7.8 
Estimation of Claims. 
The Debtors or the Reorganized Debtors, as applicable, may (i) determine, resolve, 
and otherwise adjudicate all contingent, unliquidated, and Disputed Claims in the Bankruptcy 
Court and (ii) at any time request that the Bankruptcy Court estimate any contingent, unliquidated, 
or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code regardless of whether the 
Debtors previously objected to such Claim or whether the Bankruptcy Court has ruled on any such 
objection.  The Bankruptcy Court will retain jurisdiction to estimate any Claim, including, without 
limitation, at any time during litigation concerning any objection to any Claim or during the 
pendency of any appeal relating to any such objection.  In the event that the Bankruptcy Court 
estimates any contingent, unliquidated, or Disputed Claim, the amount so estimated shall constitute 
either the Allowed amount of such Claim or a maximum limitation on the amount of such Claim, 
as determined by the Bankruptcy Court.  If the estimated amount constitutes a maximum limitation 
on the amount of such Claim, the Debtors or the Reorganized Debtors, as applicable, may pursue 
supplementary proceedings to object to the allowance of such Claim. 
7.9 
No Distributions Pending Allowance.  
If an objection, motion to estimate, or other challenge to a Claim is filed, no 
payment or distribution provided under the Plan shall be made on account of such Claim unless 
and until (and only to the extent that) such Claim becomes an Allowed Claim. 
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7.10 
Claim Resolution Procedures Cumulative.  
All of the objection, estimation, and resolution procedures in the Plan are intended 
to be cumulative and not exclusive of one another.  Claims may be estimated and subsequently 
settled, compromised, withdrawn, or resolved in accordance with the Plan without further notice 
or Bankruptcy Court approval. 
7.11 
Interest.  
To the extent that a Disputed Claim becomes an Allowed Claim after the Effective 
Date, the holder of such Claim shall not be entitled to any interest that accrued thereon from and 
after the Effective Date. 
7.12 
Insured or Otherwise Satisfied Claims.  
If any portion of a Claim is an Insured Claim, no distributions under the Plan shall 
be made on account of such Claim until the holder of such Claim has exhausted all remedies with 
respect to any applicable insurance policies.  To the extent that an insurer or any non-Debtor agrees 
to satisfy a Claim in whole or in part, then immediately upon such agreement, the holder of the 
Claim shall notify the Debtors or the Reorganized Debtors, as applicable, and the portion of such 
Claim so satisfied shall be expunged without an objection to such Claim having to be filed and 
without any further notice to or action, order or approval of the Bankruptcy Court. 
ARTICLE VIII 
EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 
8.1 
General Treatment. 
(a) 
As of and subject to the occurrence of the Effective Date, all executory 
contracts and unexpired leases shall be deemed assumed, unless such contract or lease (i) was 
previously assumed or rejected by the Debtors, pursuant to Final Order of the Bankruptcy Court, 
(ii) previously expired or terminated pursuant to its own terms or by agreement of the parties 
thereto, (iii) is the subject of a motion to reject filed by the Debtors on or before the Effective Date, 
or (iv) is specifically designated as a contract or lease to be rejected on the Schedule of Rejected 
Contracts.   
(b) 
Subject to the occurrence of the Effective Date, entry of the Confirmation 
Order by the Bankruptcy Court shall constitute approval of the assumptions or rejections 
(including those listed on the Schedule of Rejected Contracts) provided for in the Plan pursuant to 
sections 365(a) and 1123 of the Bankruptcy Code.  Each executory contract and unexpired lease 
assumed pursuant to the Plan shall vest in and be fully enforceable by the applicable Reorganized 
Debtor in accordance with its terms, except as modified by the provisions of the Plan, any Final 
Order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law.  
For the avoidance of doubt, the Debtors are authorized to perform, or continue to perform, under 
any executory contract or unexpired lease assumed pursuant to the Plan prior to the Effective Date.  
Notwithstanding anything to the contrary herein, all Employment Agreements, as may be amended 
or modified, shall be deemed assumed by the applicable Reorganized Debtor on the Effective Date. 
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(c) 
With respect to all executory contracts and unexpired leases that are 
assumed, any provision in any such executory contract or unexpired lease that: 
(i) 
prohibits, restricts, or conditions the assumption and/or assignment, 
or purports to prohibit, restrict, or condition the assumption and/or assignment 
(including any “change of control” provision) of such agreement or allows any 
party to such agreement to terminate, recapture, impose any penalty, condition 
renewal or extension, or modify any term or condition upon the assumption 
and/or assignment of such agreement constitutes an unenforceable anti-
assignment and/or discrimination provision and is void and of no force and 
effect. 
(ii) 
provides for modification, breach, or termination, or deemed 
modification, breach, or termination, on account of or related to: (A) the 
commencement or continuation of the Chapter 11 Cases, (B) the insolvency or 
financial condition of any of the Debtors at any time, (C) the Debtors’ 
assumption and/or assignment of such agreement, (D) a change of control or 
similar occurrence, or (E) the consummation of the Plan, the Plan Documents, 
or the Restructuring Transactions, is modified so as not to entitle the non-Debtor 
party thereto to prohibit, restrict, or condition assumption and/or assignment, to 
modify, terminate, or declare a breach or default under such agreement, or to 
exercise any other breach- or default-related rights or remedies with respect 
thereto, including any provision that purports to allow the non-Debtor party 
thereto to terminate or recapture such agreement, impose any penalty 
thereunder, condition any renewal or extension thereof, impose any rent 
acceleration or assignment fee, or increase or otherwise impose any other fees 
or other charges in connection therewith.  
(d) 
All provisions referenced in Section 8.1(c) above constitute unenforceable 
anti-assignment provisions that are void and of no force and effect pursuant to sections 365(b), 
365(e), 365(f), and 525 of the Bankruptcy Code.  The consummation of the Plan and the 
implementation of the Restructuring Transactions is not intended to, and shall not, constitute a 
“change of control” or “change in control” under any lease, contract, or agreement to which a 
Debtor is a party, except as expressly set forth herein.   
(e) 
Upon the Debtors’ assumption of an executory contract or unexpired lease 
as of the Effective Date (whether pursuant to the Plan or any other motion or order), subject to the 
resolution of any dispute regarding the Cure Amount in accordance with Section 8.3 of the Plan, 
no default or other unperformed obligations of a Debtor arising on or prior to the Effective Date 
shall exist, and each non-Debtor party is forever barred, estopped, and permanently enjoined from 
(i) declaring a breach or default under such agreement for any act or omission occurring on or prior 
to the Effective Date, (ii) raising or asserting against the Debtors, the Estates, or the Reorganized 
Debtors, or the Assets or property of any of them, any fee, default, termination, breach, Claim, 
Cause of Action, or condition arising under or related to the agreement based upon a fact or 
circumstance that occurred on or prior to the Effective Date, or (iii) taking any other action as a 
result of any Debtor’s financial condition, bankruptcy, or failure to perform any of its obligations 
under the agreement.  Each non-Debtor party to such an agreement is also forever barred, estopped, 
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and permanently enjoined from (y) asserting against the Debtors, the Estates, or the Reorganized 
Debtors, or the Assets or property of any of them, any breach, default, Claim, or Cause of Action 
arising out of any indemnity or other obligation or warranties for acts, omissions, or occurrences 
arising or existing on or prior to the Effective Date, or, against the Reorganized Debtors, any 
counterclaim, setoff, or any other Claim or Cause of Action that was or could have been asserted 
or assertable against the Debtors or the Estates and (z) imposing or charging against the 
Reorganized Debtors or their Affiliates any rent accelerations, assignment fees, increases, or any 
other fees or charges as a result of assumption of the agreement.   
(f) 
Any Person that may have had the right to consent to the assumption and/or 
assignment of an executory contract or unexpired lease has consented to such assumption and/or 
assignment for purposes of section 365 of the Bankruptcy Code if such Person failed to object 
timely to the assumption of such agreement, and the Reorganized Debtors have demonstrated 
adequate assurance of future performance with respect to such agreement pursuant to section 365 
of the Bankruptcy Code. 
8.2 
Rejection Damages Claims. 
Any counterparty to a contract or lease that is identified on the Schedule of Rejected 
Contracts or is otherwise rejected by the Debtors must file and serve a proof of Claim on the 
applicable Debtor that is party to the contract or lease to be rejected no later than thirty (30) 
calendar days after the later of (i) the Effective Date or (ii) the effective date of rejection of such 
executory contract or unexpired lease.   
8.3 
Determination of Assumption and Cure Disputes; Deemed Consent. 
(a) 
Any monetary amounts by which any executory contract or unexpired lease 
to be assumed hereunder is in default shall be satisfied, under section 365(b)(1) of the Bankruptcy 
Code, by the Debtors or Reorganized Debtors, as applicable, upon assumption thereof or as soon 
as reasonably practicable thereafter.  Following the Petition Date, the Debtors shall have served a 
notice on parties to executory contracts and unexpired leases to be assumed reflecting the Debtors’ 
intention to assume such contracts or leases in connection with the Plan. 
(b) 
Cure Amount disputes may be resolved by the Debtors or Reorganized 
Debtors and the applicable counterparty in the ordinary course, and the agreed-upon amounts shall 
be paid by the Debtors or Reorganized Debtors in the ordinary course. If there is a dispute 
regarding (a) any Cure Amount, (b) the ability of the Debtors to provide adequate assurance of 
future performance (within the meaning of section 365 of the Bankruptcy Code) under the contract 
or lease to be assumed, or (c) any other matter pertaining to assumption, such dispute shall, at the 
Debtors’ or the Reorganized Debtors’ discretion, be heard by the Bankruptcy Court prior to such 
assumption being effective; provided, however, that, the Debtors or the Reorganized Debtors, as 
applicable, may settle any dispute regarding assumption without any further notice to any party or 
any action, order, or approval of the Bankruptcy Court.  The Debtors reserve the right to reject any 
executory contract or unexpired lease not later than thirty (30) calendar days after the entry of a 
Final Order resolving any dispute regarding assumption.   
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(c) 
Any counterparty to an executory contract or unexpired lease that fails to 
object within ten (10) calendar days to any initial notice of the proposed assumption and 
assignment of such executory contract or unexpired lease shall be deemed to have assented to such 
assumption and shall be forever barred, estopped, and enjoined from challenging the validity of 
such assumption thereafter. 
(d) 
Assumption of any executory contract or unexpired lease pursuant to the 
Plan, or otherwise, shall result in the full release and satisfaction of any Claims, breaches or 
defaults, subject to satisfaction of the Cure Amount, whether monetary or nonmonetary, including 
in respect of provisions restricting the change in control or ownership interest composition, 
concerning the filing or impact of a bankruptcy, concerning lack of consent, or otherwise arising 
under any assumed executory contract or unexpired lease at any time before or upon the 
effectiveness of the assumption. Any proofs of Claim filed with respect to an executory contract 
or unexpired lease that has been assumed or assigned shall be disallowed and expunged, without 
further notice to or action, order or approval of the Bankruptcy Court or any other Person, upon 
the assumption of such contract or unexpired lease. 
8.4 
Compensation and Benefit Plans. 
Except as otherwise provided under Section 5.10 of the Plan, all Employment 
Agreements, employment policies, and compensation and benefits plans, policies, and programs 
of the Debtors as of the Petition Date applicable to their respective employees or retirees (for the 
avoidance of doubt, not including directors), including all savings plans, retirement plans, 
healthcare plans, disability plans, incentive plans, and life and accidental death and 
dismemberment insurance plans are deemed to be, and shall be treated as, executory contracts 
under the Plan and, on the Effective Date, will be assumed pursuant to sections 365 and 1123 of 
the Bankruptcy Code unless otherwise modified prior to the Effective Date; provided that no right 
to receive any Existing Interests shall be assumed or enforceable. 
8.5 
Indemnification Obligations. 
Notwithstanding any other provision in the Plan, each Indemnification Obligation 
shall be assumed by the applicable Debtor effective as of the Effective Date, pursuant to sections 
365 and 1123 of the Bankruptcy Code or otherwise.  Each Indemnification Obligation shall remain 
in full force and effect, shall not be modified, reduced, discharged, Impaired, or otherwise affected 
in any way, and shall survive Unimpaired and unaffected, irrespective of when such 
Indemnification Obligation arose. 
8.6 
Insurance Policies. 
Notwithstanding any other provision in the Plan, all insurance policies to which any 
Debtor is a party as of the Effective Date (including any “tail policy”) shall be deemed to be and 
treated as executory contracts and shall be assumed by the applicable Reorganized Debtors and 
shall continue as obligations of the Debtors or Reorganized Debtors in accordance with their 
respective terms.  All other insurance policies shall vest in the Reorganized Debtors, as applicable. 
8.7 
Intellectual Property Licenses and Agreements. 
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Notwithstanding any other provision in the Plan, all intellectual property contracts, 
licenses, royalties, or other similar agreements to which the Debtors have any rights or obligations 
in effect as of the date of the Confirmation Order shall be deemed and treated as executory 
contracts pursuant to the Plan and shall be assumed by the respective Debtors and shall continue 
in full force and effect unless any such intellectual property contract, license, royalty, or other 
similar agreement otherwise is specifically rejected pursuant to a separate order of the Bankruptcy 
Court or is the subject of a separate rejection motion filed by the Debtors.  Unless otherwise noted 
hereunder, as applicable, all other intellectual property contracts, licenses, royalties, or other 
similar agreements shall vest in the Reorganized Debtors and the Reorganized Debtors may take 
all actions as may be necessary or appropriate to ensure such vesting as contemplated herein. 
8.8 
Modifications, Amendments, Supplements, Restatements, or Other 
Agreements. 
Unless otherwise provided herein or by separate order of the Bankruptcy Court, 
each executory contract and unexpired lease that is assumed shall include any and all written and 
binding modifications, amendments, supplements, restatements, or other agreements with respect 
to such executory contract or unexpired lease, without regard to whether such agreement, 
instruments, or other document is listed in any notices of assumed contracts.  
8.9 
Reservation of Rights. 
(a) 
Neither the exclusion nor the inclusion by the Debtors of any contract or 
lease on any exhibit, schedule, or other annex to the Plan or in the Plan Supplement, nor anything 
contained in the Plan, shall constitute an admission by the Debtors that any such contract or lease 
is or is not an executory contract or unexpired lease or that the Debtors or the Reorganized Debtors 
or their respective Affiliates has any liability thereunder. 
(b) 
Except as explicitly provided in the Plan, nothing in the Plan shall waive, 
excuse, limit, diminish, or otherwise alter any of the defenses, Claims, Causes of Action, or other 
rights of the Debtors or the Reorganized Debtors under any executory or non-executory contract 
or unexpired or expired lease, each of which is expressly reserved and preserved. 
(c) 
Nothing in the Plan shall increase, augment, or add to any of the duties, 
obligations, responsibilities, or liabilities (if any) of the Debtors or the Reorganized Debtors, as 
applicable, under any executory or non-executory contract or unexpired or expired lease. 
(d) 
If there is a dispute regarding whether a contract or lease is or was executory 
or unexpired at the time of its assumption under the Plan, the Debtors or Reorganized Debtors, as 
applicable, shall have thirty (30) calendar days following entry of a Final Order resolving such 
dispute to alter their treatment of such contract or lease without liability (for Cure Amounts or 
otherwise). 
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ARTICLE IX 
CONDITIONS PRECEDENT TO OCCURRENCE OF EFFECTIVE 
DATE. 
9.1 
Conditions Precedent to Effective Date. 
The Effective Date shall not occur unless all of the following conditions precedent 
have been satisfied: 
(a) 
The Definitive Documents shall contain terms and conditions consistent 
with the Restructuring Support Agreement and the Plan; 
(b) 
The Debtors and the Plan Sponsor shall have approved the Definitive 
Documents in accordance with their own organizational documents and applicable non-bankruptcy 
law; 
(c) 
The Restructuring Support Agreement, the Investment Agreement, and the 
TRA Amendment shall not have been terminated and shall be in full force and effect; 
(d) 
The Note Purchase Agreement shall have been executed and delivered by 
the Reorganized Debtors in a form acceptable to the Consenting Creditor; 
(e) 
All governmental and third party approvals and consents, including 
Bankruptcy Court approval, necessary in connection with the Restructuring Transactions shall 
have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all 
applicable waiting periods shall have expired without any action being taken or threatened by any 
competent authority that would restrain, prevent or otherwise impose materially adverse conditions 
on such transactions;  
(f) 
The Escrowed Funds, as applicable, shall have been released to the Debtors 
by the Escrow Agent in accordance with the Escrow Agreement; 
(g) 
The Amended CRB Agreements and the Exclusivity Agreement shall have 
been executed and delivered by the Reorganized Debtors substantially in the form contained in the 
Plan Supplement, which shall be acceptable to the Consenting Creditor; 
(h) 
In the event of an EDUH Transaction, the portion of the Direct Investment 
not constituting Escrowed Funds shall have been paid in full; 
(i) 
In the event of a CRB Transaction, the Direct Investment shall be in full 
force and effect and delivered; 
(j) 
The New Equity shall have been issued and allocated; 
(k) 
The amounts payable for Restructuring Expenses pursuant to Section 2.4 
shall have been paid in full;  
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(l) 
The Debtors shall have taken all other actions necessary to consummate the 
Restructuring Transactions hereunder as required under the Plan and the Investment Agreement, 
as applicable;  
(m) 
The Plan and Confirmation Order shall (1) with respect to the Confirmation 
Order, have been entered and constitute a Final Order, (2) not be stayed and no material adverse 
conditions shall have been imposed on the transactions contemplated by the Definitive Documents, 
and (3) not have been amended or modified in a manner not permitted by the Restructuring Support 
Agreement absent the prior written consent of the Consenting Creditor or, in the case of an EDUH 
Transaction, EDUH;  
(n) 
The Debtors shall have assumed the Recharacterization Notice and all 
obligations thereunder; 
(o) 
All Recharacterized Solar Loan Holdback Amounts (as defined in the 
Recharacterization Notice) shall have been funded and/or returned to the Non-PTO Escrow 
Account (as defined in the Recharacterization Notice) on the Effective Date;  
(p) 
The Debtors shall have deposited into the Reserve Account an amount equal 
to (i) all funds withdrawn from such account pursuant to the DIP Orders (other than any amounts 
advanced pursuant to the Additional Advances Agreement for which treatment is otherwise 
provided for under Section 4.3 of this Plan) plus (ii) all funding obligations accrued but not funded 
by the Debtors with respect to such account in connection with Non-Portfolio Loans (as defined 
in the Amended CRB Agreements) originated by CRB post-petition; and 
(q) 
All Allowed Fee Claims shall have been paid in full or amounts sufficient 
to pay such Fee Claims after the Effective Date shall have been placed in the Fee Escrow Account. 
9.2 
Waiver of Conditions Precedent. 
(a) 
Each of the conditions precedent to the occurrence of the entry of the 
Effective Date may not be waived, in whole or in part, without the express, prior, written consent 
of the Debtors, the Plan Sponsor, and the Consenting Creditor, each in its sole discretion; provided, 
however, that waiver of the conditions precedent in Section 9.1(k) and/or Section 9.1(q) shall 
require the consent of the affected Professional Person(s); and provided further, that in the case of 
a CRB Transaction, no consent shall be required from EDUH.  If any such condition precedent is 
waived pursuant to this Section and the Effective Date occurs, each party agreeing to waive such 
condition precedent shall be estopped from withdrawing such waiver after the Effective Date or 
otherwise challenging the occurrence of the Effective Date on the basis that such condition was 
not satisfied.  The waiver of such condition precedent shall benefit from the “equitable mootness” 
doctrine, and the occurrence of the Effective Date shall foreclose any ability to challenge the Plan 
in any court.  If the Plan is confirmed for fewer than all of the Debtors, the Debtors for whom the 
Plan was confirmed may seek the written consent of the Consenting Creditor and the Plan Sponsor 
to only satisfy the conditions applicable to the Debtors for which the Plan was confirmed and, if 
granted, consummate the Plan only as to those Debtors on the Effective Date. 
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(b) 
Except as otherwise provided herein, all actions required to be taken on the 
Effective Date shall take place and shall be deemed to have occurred simultaneously and no such 
action shall be deemed to have occurred prior to the taking of any other such action.   
(c) 
The stay of the Confirmation Order pursuant to Bankruptcy Rule 3020(e) 
shall be deemed waived by and upon the entry of the Confirmation Order, and the Confirmation 
Order shall take effect immediately upon its entry. 
(d) 
Notwithstanding when a condition precedent to the Effective Date occurs, 
for purposes of the Plan, such condition precedent shall be deemed to have occurred 
simultaneously upon the completion of the applicable conditions precedent to the Effective Date; 
provided, that to the extent a condition precedent (a “Prerequisite Condition”) may be required 
to occur prior to another condition precedent (a “Subsequent Condition”) then, for purposes of 
the Plan, the Prerequisite Condition shall be deemed to have occurred immediately prior to a 
Subsequent Condition regardless of when such Prerequisite Condition or Subsequent Condition 
shall have occurred. 
9.3 
Effect of Failure of a Condition to the Effective Date. 
If the Effective Date does not occur, the Plan shall be null and void in all respects 
and nothing contained in the Plan or the Disclosure Statement shall (i) constitute a waiver or 
release of any Claims by or against or any Interests in the Debtors, (ii) prejudice in any manner 
the rights of any Person, or (iii) constitute an admission, acknowledgement, offer, or undertaking 
by the Debtors, the Consenting Creditor, the Plan Sponsor or any other Person. 
9.4 
Effect of Effective Date. 
The occurrence of the Effective Date shall constitute substantial consummation of 
the Plan in accordance with section 1101(2) of the Bankruptcy Code. 
ARTICLE X 
EFFECT OF CONFIRMATION. 
10.1 
Binding Effect. 
Subject to the occurrence of the Effective Date, on and after the entry of the 
Confirmation Order, the provisions of the Plan shall bind every holder of a Claim against or 
Interest in the Debtors and inure to the benefit of and be binding on such holder’s respective 
successors and assigns, regardless of whether any such holders (i) were Impaired or Unimpaired 
under the Plan, (ii) were presumed to accept or deemed to reject the Plan, (iii) failed to vote to 
accept or reject the Plan, (iv) voted to reject the Plan, or (v) received any distribution under the 
Plan.  
10.2 
Vesting of Assets. 
Except as otherwise provided in the Plan or any Plan Document, including the 
Convertible Notes, on and after the Effective Date, pursuant to sections 1141(b) and (c) of the 
Bankruptcy Code, all Assets of the Debtors or their Estates, including all Claims, rights, defenses, 
and Causes of Action and any property or Assets acquired by the Debtors under or in connection 
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with the Plan, shall vest in each respective Reorganized Debtor free and clear of all Claims, Causes 
of Action against the Debtors or their Estates, Liens, encumbrances, charges, and other interests 
(including Interests) of any and every type, kind, or nature whatsoever.  Subject to the terms of the 
Plan, on and after the Effective Date, the Reorganized Debtors may take any action, including the 
operation of their business, and may use, acquire, and dispose of property and prosecute, 
compromise, or settle any Claims (including any Administrative Expense Claims) and Causes of 
Action without supervision of or approval by the Bankruptcy Court and free and clear of any 
restrictions of the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly 
imposed by the Plan or the Confirmation Order.  Without limiting the foregoing, the Reorganized 
Debtors may pay the charges that they incur on or after the Effective Date for the Debtors’ 
Professional Persons’ fees, disbursements, expenses, or related support services without 
application to the Bankruptcy Court. 
10.3 
Discharge of Claims Against and Interests in Debtors. 
Upon the Effective Date and in consideration of the distributions to be made under 
the Plan, except as otherwise expressly provided in the Plan, the Plan Documents or in the 
Confirmation Order, each holder (as well as any trustee or agents on behalf of each holder) of a 
Claim or Interest and any Affiliate of such holder shall be deemed to have forever waived, released, 
and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, 
of and from any and all Claims, Liens, interests (including Interests), rights, and liabilities that 
arose prior to or on the Effective Date.  Except as otherwise expressly provided in the Plan, the 
Plan Documents or in the Confirmation Order, upon the Effective Date, all such holders of Claims, 
Liens, interests (including Interests), rights, and liabilities and their Affiliates shall be forever 
precluded and enjoined, pursuant to sections 105, 524, and 1141 of the Bankruptcy Code, from 
prosecuting or asserting any such Claim, Lien, interest (including Interests), right, or liability in or 
against the Estates, Debtors or Reorganized Debtors or any of their Assets or property, whether or 
not such holder has filed a proof of Claim and whether or not the facts or legal bases thereof were 
known or existed prior to or on the Effective Date. 
10.4 
Pre-Confirmation Injunctions and Stays. 
Unless otherwise provided in the Plan or a Final Order of the Bankruptcy Court, all 
injunctions and stays arising under or entered during the Chapter 11 Cases, whether under 
sections 105 or 362 of the Bankruptcy Code or otherwise, and in existence on the date of entry of 
the Confirmation Order, shall remain in full force and effect until the later of the Effective Date 
and the date indicated in the order providing for such injunction or stay. 
10.5 
Injunction against Interference with Plan. 
Upon the entry of the Confirmation Order, all holders of Claims or Interests and all 
other parties in interest, along with their respective present and former Affiliates, employees, 
agents, officers, directors, and principals, shall be enjoined from taking any action to interfere with 
the implementation or the occurrence of the Effective Date; provided, however, that the 
Consenting Creditor and the Plan Sponsor’s rights and defenses in respect or arising out of the 
Restructuring Support Agreement, DIP Orders, Plan, Plan Documents and the conditions 
precedent to the Effective Date shall be unaffected hereby. 
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10.6 
Plan Injunction. 
(a) 
Except as otherwise provided in the Plan, the Plan Documents, or the 
Confirmation Order, upon the entry of the Confirmation Order, but subject to the occurrence of 
the Effective Date, all Persons who have held, hold, or may hold Claims against or Interests in any 
of the Debtors and all other parties in interest, along with their respective present or former 
employees, agents, officers, directors, principals, and Affiliates, are thereafter permanently 
enjoined from: (i) commencing, conducting, or continuing in any manner, directly or indirectly, 
any suit, action, Cause of Action, or other proceeding of any kind (including any proceeding in a 
judicial, arbitral, administrative, or other forum) against or affecting, directly or indirectly, a 
Debtor, a Reorganized Debtor, or an Estate or the property or Assets of any of the foregoing, or 
any direct or indirect transferee of any property or Assets of, or direct or indirect successor in 
interest to, any of the foregoing Persons mentioned in this subsection (a)(i) or any property or 
Assets of any such transferee or successor, (ii) enforcing, levying, attaching (including any 
prejudgment attachment), collecting, or otherwise recovering in any manner or by any means, 
whether directly or indirectly, any judgment, award, decree, or order against a Debtor, a 
Reorganized Debtor, or an Estate or its property or Assets, or any direct or indirect transferee of 
any property or Assets of, or direct or indirect successor in interest to, any of the foregoing Persons 
mentioned in this subsection (a)(ii) or any property or Assets of any such transferee or successor, 
(iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any 
encumbrance of any kind against a Debtor, a Reorganized Debtor, or an Estate or any of its 
property or Assets, or any direct or indirect transferee of any property or Assets of, or successor in 
interest to, any of the foregoing Persons mentioned in this subsection (a)(iii) or any property or 
Assets of any such transferee or successor, (iv) acting or proceeding in any manner, in any place 
whatsoever, that does not conform to or comply with the provisions of the Plan, and the Plan 
Documents, to the full extent permitted by applicable law, and (v) commencing or continuing, in 
any manner or in any place, any action that does not comply with or is inconsistent with the 
provisions of the Plan and the Plan Documents. 
(b) 
By accepting consideration or distributions pursuant to the Plan, each holder 
of a Claim or the holder of an Interest shall be deemed to have affirmatively and specifically 
consented to be bound by the Plan, including the injunctions set forth in this Section 10.6 of the 
Plan. 
10.7 
Releases. 
(a) 
Releases by Debtors.   
As of the Effective Date and to the maximum extent permitted by law, for good 
and valuable consideration, the adequacy of which is hereby confirmed, including the service 
of the Released Parties to facilitate the reorganization of the Debtors and the implementation 
of the Restructuring Transactions, on and after the Effective Date, the Released Parties shall 
be conclusively, absolutely, unconditionally, irrevocably, and forever released and 
discharged by the Debtors, the Reorganized Debtors, and the Debtors’ Estates, in each case 
on behalf of themselves and their respective successors, permitted assigns, and 
representatives and any and all other Persons or Entities that may purport to assert any 
Causes of Action derivatively, by or through the foregoing Persons or Entities, from any and 
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all Claims, interests (including Interests), obligations, suits, judgments, damages, demands, 
debts, rights, Causes of Action, Liens, losses, remedies, contributions, indemnities, costs, or 
liabilities whatsoever, including any derivative Claims or Causes of Action, asserted or 
assertable on behalf of the Debtors, the Reorganized Debtors, or the Debtors’ Estates, 
whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or 
unknown, foreseen or unforeseen, existing or arising, in law, equity, contract, tort, or 
otherwise, by statute, violations of federal, state, provincial, foreign, or territorial securities 
laws, or otherwise that the Debtors, the Reorganized Debtors, or the Debtors’ Estates would 
have been legally entitled to assert in their own right (whether individually or collectively) 
or on behalf of the holder of a Claim or Interest or other Person or Entity, based on or 
relating to, or in any manner arising from, in whole or in part, the Debtors, their Chapter 11 
Cases, the purchase, sale, issuance, cancellation or rescission of the purchase or sale of any 
Security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions 
or events giving rise to, any Claim or Interest that is treated in the Plan, the business or 
contractual arrangements between the Debtors and any Released Party, the restructuring of 
Claims and Interests before or during the Debtors’ Chapter 11 Cases, the Restructuring 
Transactions, the DIP Orders, the Funding Commitment Backstop Agreement, the 
Convertible Notes, the TRA Amendment, the negotiation, formulation, preparation or 
consummation of the Plan (including the Plan Supplement), the Plan Documents, the 
Restructuring Support Agreement, the TRA Amendment, and any exhibits or documents 
relating thereto, or the Solicitation of votes with respect to the Plan, in all cases based upon 
any act or omission, transaction, agreement, event, or other occurrence taking place on or 
before the Effective Date; provided that Claims or Causes of Action arising out of or related 
to any act or omission of a Released Party that constitutes actual fraud, gross negligence, or 
willful misconduct as determined by a Final Order shall not be released; provided, further, 
that the Consenting Creditor and the Plan Sponsor’s rights and defenses in respect or arising 
out of the Restructuring Support Agreement, the DIP Orders, the Plan, the Plan Documents, 
and the conditions precedent to the Effective Date shall be unaffected hereby.  For the 
avoidance of doubt, nothing in this Section 10.7(a) shall be interpreted as a release of direct 
claims a non-Debtor party may have against a Released Party. 
(b) 
Releases by Releasing Parties.   
As of the Effective Date and to the maximum extent permitted by law, for good 
and valuable consideration, the adequacy of which is hereby confirmed, including the service 
and contribution of the Released Parties to facilitate the reorganization of the Debtors and 
the implementation of the Restructuring Transactions, on and after the Effective Date, the 
Released Parties shall be conclusively, absolutely, unconditionally, irrevocably and forever 
released and discharged by the Releasing Parties from any and all Claims, interests 
(including Interests), obligations, suits, judgments, damages, demands, debts, rights, Causes 
of Action, Liens, remedies, losses, contributions, indemnities, costs, and liabilities 
whatsoever, including any derivative Claims, such as those asserted or assertable on behalf 
of the Debtors, the Reorganized Debtors, or the Debtors’ Estates, whether known or 
unknown, foreseen or unforeseen, liquidated or unliquidated, fixed or contingent, matured 
or unmatured, asserted or unasserted, accrued or unaccrued, existing or hereinafter arising, 
whether in law, equity, contract, tort, or otherwise, by statute, violations of federal, state, 
provincial, foreign, or territorial securities law, or otherwise that such Releasing Parties 
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would have been legally entitled to assert in their own right (whether individually or 
collectively) or on behalf of the holder of any Claim or Interest or other Person or Entity, 
based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the 
Reorganized Debtors, or the Debtors’ Estates, their Chapter 11 Cases, the purchase, sale, 
issuance, cancellation or rescission of the purchase or sale of any Security of the Debtors or 
the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, 
any Claim or Interest that is treated in the Plan, the business or contractual arrangements 
or interactions between the Debtors and any Released Party, the Restructuring 
Transactions, the restructuring of any Claim or Interest before or during the Debtors’ 
Chapter 11 Cases, the DIP Orders, the Funding Commitment Backstop Agreement, the 
Convertible Notes, the TRA Amendment, the Restructuring Support Agreement, the Plan 
Documents and related agreements, instruments, and other documents, and the negotiation, 
formulation, preparation, or implementation thereof, the Solicitation of votes with respect to 
the Plan, or any other act or omission, or any other relief obtained by the Debtors in their 
Chapter 11 Cases, in all cases based upon any act or omission, transaction, agreement, event, 
or other occurrence taking place on or before the Effective Date; provided that Claims or 
Causes of Action arising out of or related to any act or omission of a Released Party that 
constitutes actual fraud, gross negligence, or willful misconduct as determined by a Final 
Order shall not be released; provided, further, that the Consenting Creditor and the Plan 
Sponsor’s rights and defenses in respect or arising out of the Restructuring Support 
Agreement, the DIP Orders, the Plan, the Plan Documents, and the conditions precedent to 
the Effective Date shall be unaffected hereby. 
10.8 
Exculpation. 
No Exculpated Party shall have or incur liability for, and each Exculpated 
Party is hereby exculpated from, any and all Claims, Interests, obligations, rights, suits, 
damages, Causes of Action, remedies, and liabilities whatsoever, arising between the Petition 
Date and the Effective Date, whether known or unknown, foreseen or unforeseen, existing 
or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any manner 
arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Plan (including the 
Plan Supplement), the Disclosure Statement, the restructuring of Claims or Interests in the 
Chapter 11 Cases, the formulation, preparation, dissemination, negotiation of any of the 
foregoing or any contract, instrument, release, or other agreement or document created or 
entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan, 
the Solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the 
administration and implementation of the Plan, including the issuance or distribution of 
Securities pursuant to the Plan, the subject matter of, or the transactions or events giving 
rise to, any Claim or Interest that is treated in the Plan, or the distribution of property under 
the Plan or any other related agreement, except for Claims or Causes of Action arising from 
an act or omission that is judicially determined in a Final Order to have constituted actual 
fraud, gross negligence, or willful misconduct, but in all respects, such Exculpated Parties 
shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and 
responsibilities. 
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10.9 
Injunction Related to Releases and Exculpation. 
The Confirmation Order shall permanently enjoin the commencement or 
prosecution by any Person or Entity, whether directly, derivatively, or otherwise, of any Claims, 
obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses, or 
liabilities released, discharged, or exculpated pursuant to the Plan on and after the Effective Date, 
including, without limitation, the Claims, obligations, suits, judgments, damages, demands, debts, 
rights, Causes of Action, and liabilities discharged, released or exculpated in the Plan on the 
Effective Date. 
10.10 Subordinated Claims and Interests.  
The allowance, classification, and treatment of all Allowed Claims and Allowed 
Interests and the respective distributions and treatments thereof under the Plan take into account 
and conform to the relative priority and rights of the Claims and Interests in each Class in 
connection with any contractual, legal, and equitable subordination rights relating thereto, 
including rights of payment under the absolute priority rule, whether arising under general 
principles of equitable subordination, sections 510(a), 510(b), or 510(c) of the Bankruptcy Code, 
or otherwise.  Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to 
subordinate and reclassify any Allowed Claim or Allowed Interest in accordance with any 
contractual, legal, or equitable subordination relating thereto. 
10.11 Retention of Causes of Action and Reservation of Rights. 
Except as otherwise expressly provided in the Plan, including Sections 10.7(a) and 
10.9, the Restructuring Support Agreement, and the TRA Amendment, including the releases and 
settlements set forth therein, each of which are incorporated herein by reference, nothing contained 
in the Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any 
rights, Claims, Causes of Action, rights of setoff or recoupment, or other legal or equitable 
defenses that the Debtors or the Estates had immediately prior to the Effective Date in accordance 
with any provision of the Bankruptcy Code or any applicable nonbankruptcy law, including 
without limitation any affirmative Claims or Causes of Action specifically enumerated in the 
Schedule of Retained Causes of Action against any Person with a relationship with the Debtors, 
each of which is expressly reserved and preserved.  Other than the Causes of Action released or 
exculpated herein (including, without limitation, by the Debtors), or pursuant to the Restructuring 
Support Agreement or the TRA Amendment, the Reorganized Debtors shall succeed to and have, 
retain, reserve, and be entitled to assert all such Claims, Causes of Action, rights of setoff or 
recoupment, and other legal or equitable defenses as fully as if the Chapter 11 Cases had not been 
commenced, and all of the Debtors’ and the Estates’ legal and equitable rights in respect of any 
Claim or Interest may be asserted after the Confirmation Date and Effective Date to the same 
extent as if the Chapter 11 Cases had not been commenced. 
10.12 Ipso Facto and Similar Provisions Ineffective. 
Any term of any prepetition policy, contract, or other obligation applicable to a 
Debtors shall be void and of no further force or effect to the extent that such policy, contract, or 
other obligation is conditioned on, creates an obligation as a result of, or gives rise to a right of 
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any Person based on (i) the insolvency or financial condition of a Debtor, (ii) the commencement 
of the Chapter 11 Cases, (iii) the confirmation or consummation of the Plan, or (iv) the 
Restructuring Transactions. 
10.13 Dissolution of Creditors' Committee. 
If an official committee of unsecured creditors (a “Creditors’ Committee”) has 
been appointed, it shall continue in existence until the Effective Date to exercise those powers and 
perform those duties specified in section 1103 of the Bankruptcy Code.  On the Effective Date, the 
Creditors’ Committee shall be dissolved and its members shall be released of all their duties, 
responsibilities and obligations in connection with the Chapter 11 Cases or the Plan and its 
implementation, and the retention or employment of the Creditors’ Committee’s attorneys, 
financial advisors, and other agents shall terminate as of the Effective Date.  The Debtors and the 
Reorganized Debtors shall not be responsible for paying any fees or expenses incurred by the 
members of or advisors to the Creditors’ Committee after the Effective Date. 
10.14 Votes Solicited in Good Faith. 
As of and subject to the occurrence of the Confirmation Date: (a) the Released 
Parties shall be deemed to have solicited acceptances of the Plan in good faith and in compliance 
with the applicable provisions of the Bankruptcy Code, including sections 1125(a) and (e) of the 
Bankruptcy Code, and any applicable non-bankruptcy law, rule, or regulation governing the 
adequacy of disclosure in connection with such solicitation and (b) the Released Parties shall be 
deemed to have participated in good faith and in compliance with the applicable provisions of the 
Bankruptcy Code in the offer and issuance of any Securities under the Plan, and therefore are not, 
and on account of such offer, issuance, and solicitation shall not be, liable at any time for any 
violation of any applicable law, rule, or regulation governing the solicitation of acceptances or 
rejections of the Plan or the offer and issuance of any Securities under the Plan. 
10.15 Closing of Chapter 11 Cases. 
After the Estates have been fully administered, the Reorganized Debtors shall seek 
authority from the Bankruptcy Court to close the applicable Chapter 11 Cases in accordance with 
the Bankruptcy Code and Bankruptcy Rules. 
ARTICLE XI 
RETENTION OF JURISDICTION. 
11.1 
Retention of Jurisdiction. 
On and after the Effective Date, the Bankruptcy Court shall retain exclusive 
jurisdiction, pursuant to 28 U.S.C. §§ 1334 and 157, over all matters arising in or related to the 
Chapter 11 Cases for, among other things, the following purposes: 
(a) 
to hear and determine motions and/or applications for the assumption or 
rejection of executory contracts or unexpired leases and any disputes over Cure Amounts resulting 
therefrom; 
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(b) 
to determine any motion, adversary proceeding, application, contested 
matter, and other litigated matter commenced before or after the entry of the Confirmation Order; 
(c) 
to hear and resolve any disputes arising from or related to (i) any orders of 
the Bankruptcy Court granting relief under Bankruptcy Rule 2004 or (ii) any protective orders 
entered by the Bankruptcy Court in connection with the foregoing; 
(d) 
to ensure that distributions to holders of Allowed Claims are accomplished 
as provided in the Plan and the Confirmation Order and to adjudicate any and all disputes arising 
from or relating to distributions under the Plan; 
(e) 
to consider Claims or the allowance, classification, priority, settlement, 
compromise, estimation, or payment of any Claim; 
(f) 
to enter, implement, or enforce such orders as may be appropriate in the 
event that the Confirmation Order is for any reason stayed, reversed, revoked, modified, or 
vacated; 
(g) 
to issue and enforce injunctions, enter and implement other orders, and take 
such other actions as may be necessary or appropriate to restrain interference by any Person with 
the consummation, implementation, or enforcement of the Plan, the Confirmation Order, or any 
other order of the Bankruptcy Court; 
(h) 
to hear and determine any application to modify the Plan in accordance with 
section 1127 of the Bankruptcy Code to remedy any defect or omission or reconcile any 
inconsistency in the Plan, the Disclosure Statement, or any order of the Bankruptcy Court, 
including the Confirmation Order, in such a manner as may be necessary to carry out the purposes 
and effects thereof;  
(i) 
to hear and determine all Fee Claims; 
(j) 
to resolve disputes concerning any Disputed Claims or the administration 
thereof; 
(k) 
to hear and determine disputes arising in connection with the interpretation, 
implementation, or enforcement of the Plan, the Confirmation Order, any transactions or payments 
in furtherance of either, or any agreement, instrument, or other document governing or related to 
any of the foregoing; 
(l) 
to determine disputes arising in connection with the interpretation, 
implementation, or enforcement of the TRA Amendment; 
(m) 
to take any action and issue such orders, including any such action or orders 
as may be necessary after entry of the Confirmation Order or the occurrence of the Effective Date, 
as may be necessary to enforce, implement, execute, and consummate the Plan; 
(n) 
to determine such other matters and for such other purposes as may be 
provided in the Confirmation Order; 
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(o) 
to hear and determine matters concerning state, local, and federal taxes in 
accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including any requests for 
expedited determinations under section 505(b) of the Bankruptcy Code); 
(p) 
to hear and determine any other matters related to the Chapter 11 Cases and 
not inconsistent with the Bankruptcy Code or title 28 of the United States Code; 
(q) 
to resolve any disputes concerning whether a Person had sufficient notice 
of the Chapter 11 Cases, the Disclosure Statement, any Solicitation conducted in connection with 
the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for 
responding or objecting to a Cure Amount, in each case, for the purpose for determining whether 
a Claim or Interest is discharged hereunder or for any other purposes; 
(r) 
to hear, adjudicate, decide, or resolve any and all matters related to 
ARTICLE X of the Plan, including, without limitation, the releases, discharge, exculpations, and 
injunctions issued thereunder; 
(s) 
to hear and determine any rights, Claims, or Causes of Action held by or 
accruing to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or pursuant 
to any federal statute or legal theory; 
(t) 
to recover all Assets of the Debtors and property of the Estates, wherever 
located, for the benefit of the Reorganized Debtors; and 
(u) 
to enter a final decree closing each of the Chapter 11 Cases. 
ARTICLE XII 
MISCELLANEOUS PROVISIONS. 
12.1 
Exemption from Certain Transfer Taxes. 
Pursuant to and to the fullest extent permitted by section 1146 of the Bankruptcy 
Code, any issuance, transfer, or exchange of a Security, or the making or delivery of an instrument 
of transfer of property or any Asset, pursuant to or in connection with the Plan, including the 
Confirmation Order, shall not be subject to any Stamp or Similar Tax or governmental assessment 
in the United States or by any other Governmental Unit, and the Confirmation Order shall direct 
the appropriate federal, state or local (domestic or foreign) governmental officials or agents to 
forgo the collection of any such Stamp or Similar Tax or governmental assessment and to accept 
for filing and recordation instruments or other documents evidencing such action or event without 
the payment of any such Stamp or Similar Tax or governmental assessment.  Such exemption 
specifically applies, without limitation, to (i) all actions, agreements, and documents necessary to 
evidence and implement the provisions of, transactions contemplated by, and the distributions to 
be made under the Plan, (ii) the issuance and distribution of New Equity under the Plan, the Plan 
Documents, and/or the Definitive Documents, and (iii) the maintenance or creation of security 
interests or any Lien as contemplated by the Plan. 
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12.2 
Request for Expedited Determination of Taxes. 
The Debtors have the right to request an expedited determination under 
section 505(b) of the Bankruptcy Code with respect to tax returns filed, or to be filed, for any and 
all taxable periods ending after the Petition Date through the Effective Date. 
12.3 
Dates of Actions to Implement Plan. 
In the event that any payment or act under the Plan is required to be made or 
performed on a date that is not a Business Day, then the making of such payment or the 
performance of such act may be completed on the next succeeding Business Day but shall be 
deemed to have been completed as of the required date. 
12.4 
Principal Purpose of the Plan. 
The principal purpose of the Plan is not the avoidance of taxes or the avoidance of 
the application of section 5 of the Securities Act of 1933. 
12.5 
Amendments. 
(a) 
Plan Modifications.  The Plan may be amended, modified, or 
supplemented by the Debtors (with the consent of the Consenting Creditor and Plan Sponsor) in 
accordance with the Definitive Documents in the manner provided for by section 1127 of the 
Bankruptcy Code or as otherwise permitted by law, without additional disclosure pursuant to 
section 1125 of the Bankruptcy Code, except as otherwise ordered by the Bankruptcy Court.  In 
addition, after the Confirmation Date, so long as such action does not materially and adversely 
affect the treatment of holders of Allowed Claims pursuant to the Plan, and with the consent of the 
Consenting Creditor and Plan Sponsor, the Debtors may remedy any defect or omission or 
reconcile any inconsistencies in the Plan or the Confirmation Order with respect to such matters 
as may be necessary to carry out the purposes of effects of the Plan and the Definitive Documents, 
and any holder of a Claim or Interest that has accepted the Plan shall be deemed to have accepted 
the Plan as amended, modified, or supplemented. 
(b) 
Certain Technical Amendments.  Prior to the Effective Date, the Debtors 
may make appropriate immaterial and technical adjustments and modifications to the Plan without 
further order or approval of the Bankruptcy Court; provided, however, that such immaterial 
technical adjustments and modifications are in accordance with the Definitive Documents and do 
not affect the treatment of holders of Claims or Interests under the Plan. 
12.6 
Revocation or Withdrawal of Plan. 
Subject to the terms and conditions of the Restructuring Support Agreement, the 
Debtors reserve the right to revoke or withdraw the Plan prior to the Effective Date as to any or all 
of the Debtors.  If, with respect to a Debtor, the Plan has been revoked or withdrawn prior to the 
Effective Date, then, with respect to such Debtors (i) the Plan shall be null and void in all respects, 
(ii) any settlement or compromise embodied in the Plan (including the fixing or limiting to an 
amount any Claim or Interest or Class of Claims or Interests), assumption or rejection of executory 
contracts or unexpired leases affected by the Plan, and any document or agreement executed 
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pursuant to the Plan shall be deemed null and void, and (iii) nothing contained in the Plan shall 
(a) constitute a waiver or release of any Claim by or against, or any Interest in, such Debtors or 
any other Person, (b) prejudice in any manner the rights of such Debtors or any other Person, or 
(c) constitute an admission of any sort by the Debtors or any other Person. 
12.7 
Severability. 
If, prior to the entry of the Confirmation Order, any term or provision of the Plan 
or the Plan Documents is held by the Bankruptcy Court or appellate court of competent jurisdiction 
to be invalid, void, or unenforceable, the Debtors, the Plan Sponsor and the Consenting Creditor 
shall alter such term or provision to make it valid or enforceable and consistent with the original 
purpose of the term or provision held to be invalid, void, or unenforceable, and such term or 
provision shall then be applicable as altered or interpreted.  Notwithstanding any such holding, 
alteration, or interpretation by the Bankruptcy Court or appellate court of competent jurisdiction, 
the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall 
in no way be affected, Impaired, or invalidated by such holding, alteration, or interpretation.  The 
Confirmation Order shall constitute a judicial determination and shall provide that each term and 
provision of the Plan and the Plan Documents, as it may have been altered or interpreted in 
accordance with this Section, is (i) valid and enforceable pursuant to its terms, (ii) integral to the 
Plan and may not be deleted or modified without the consent of the Debtors (and the Consenting 
Creditor and Plan Sponsor) or the Reorganized Debtors, as the case may be, and (iii) nonseverable 
and mutually dependent.  
12.8 
Governing Law. 
Except to the extent that the Bankruptcy Code or other federal law is applicable or 
to the extent that a Plan Document provides otherwise, the rights, duties, and obligations arising 
under the Plan and the Plan Documents shall be governed by, and construed and enforced in 
accordance with, the internal laws of the State of Delaware, without giving effect to the principles 
of conflicts of laws thereof. 
12.9 
Immediate Binding Effect. 
Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 7062, or otherwise, upon the 
occurrence of the Effective Date, the terms of the Plan and the Plan Documents shall be 
immediately effective and enforceable and deemed binding upon and inure to the benefit of the 
Debtors, the Reorganized Debtors, the holders of Claims and Interests, the Released Parties, the 
Consenting Creditor, and each of their respective successors and assigns.  This Plan shall be 
deemed a motion seeking a waiver of all such stays to the extent they apply. 
12.10 Payment of Statutory Fees 
All Statutory Fees due and payable prior to the Effective Date shall be paid by the 
Debtors on the Effective Date.  After the Effective Date, the Debtors and the Reorganized Debtors 
shall be jointly and severally liable to pay any and all Statutory Fees when due and payable.  The 
Debtors shall file all monthly operating reports due prior to the Effective Date when they become 
due, using UST Form 11-MOR.  After the Effective Date, each of the Reorganized Debtors shall 
file with the Bankruptcy Court separate UST Form 11-PCR reports when they become due. Each 
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and every one of the Debtors and the Reorganized Debtors shall remain obligated to pay Statutory 
Fees to the Office of the U.S. Trustee until the earliest of that particular Debtor’s case being closed, 
dismissed or converted to a case under Chapter 7 of the Bankruptcy Code.  The U.S. Trustee shall 
not be required to file any Administrative Expense Claim in the Chapter 11 Cases and shall not be 
treated as providing any release under the Plan. 
12.11 Successors and Assigns. 
The rights, benefits, and obligations of any Person named or referred to in the Plan 
shall be binding on and shall inure to the benefit of any heir, executor, administrator, successor, or 
permitted assign, if any, of each such Person. 
12.12 Entire Agreement. 
On the Effective Date, the Plan, the Plan Supplement, and the Confirmation Order 
shall supersede all previous and contemporaneous negotiations, promises, covenants, agreements, 
understandings, and representations on the subject matter thereof, all of which have become 
merged and integrated into the Plan. 
12.13 Computing Time. 
In computing any period of time prescribed or allowed by the Plan, unless otherwise 
set forth in the Plan or determined by the Bankruptcy Court, the provisions of Bankruptcy 
Rule 9006 shall apply. 
12.14 Notices. 
All notices, requests, and demands hereunder shall be in writing (including by e-
mail) and, unless otherwise provided herein, shall be deemed to have been duly given or made 
only when actually delivered or, in the case of notice by e-mail, when receipt has been confirmed, 
addressed as follows: 
If to a Debtor:  
Sunlight Financial Holdings Inc. 
101 North Tryon Street, Suite 900 
Charlotte, NC 28246 
Attn: Matthew Potere, Chief Executive Officer 
 Justin Carpenter, Esq., Associate General Counsel 
Email:  matt.potere@sunlightfinancial.com 
justin.carpenter@sunlightfinancial.com 
– and – 
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RICHARDS, LAYTON & FINGER, P.A. 
One Rodney Square 
920 North King Street 
Wilmington, Delaware 19801 
Attn: Daniel J. DeFrancheschi, Esq. 
Zachary I. Shapiro, Esq. 
 
James F. McCauley, Esq. 
Telephone:  (302) 651-7700 
E-mail: defrancheschi@rlf.com 
shapiro@rlf.com 
mccauley@rlf.com 
– and – 
WEIL, GOTSHAL & MANGES LLP 
767 Fifth Avenue 
New York, New York 10153 
Attn: Ray C. Shrock, Esq. 
Alexander W. Welch, Esq. 
Alejandro Bascoy, Esq. 
Telephone:  (212) 310-8000 
E-mail: ray.schrock@weil.com 
 
alexander.welch@weil.com 
 
alejandro.bascoy@weil.com 
If to the Consenting Creditor:  
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 
1285 Avenue of the Americas 
New York, NY 10019-6064 
Attn: Alice Belisle Eaton 
Kyle J. Kimpler 
Telephone:  (212) 373 3000 
E-mail: aeaton@paulweiss.com 
 
kkimpler@paulweiss.com 
– and – 
YOUNG CONAWAY STARGATT & TAYLOR, LLP 
Rodney Square, 1000 North King Street 
Wilmington, Delaware 19801 
Attn: Pauline K. Morgan 
Andrew Magaziner 
Telephone:  (212) 332-8840 
E-mail: pmorgan@ycst.com 
amagaziner@ycst.com 
 
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After the occurrence of the Effective Date, the Reorganized Debtors have authority 
to send a notice to Entities that, to continue to receive documents pursuant to Bankruptcy 
Rule 2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy 
Rule 2002; provided, however, that the U.S. Trustee need not file such a renewed request and shall 
continue to receive documents without any further action being necessary.  After the occurrence 
of the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving 
documents pursuant to Bankruptcy Rule 2002 to those Entities that have filed such renewed 
requests. 
12.15 Reservation of Rights. 
Except as otherwise provided herein, the Plan shall be of no force or effect unless 
the Bankruptcy Court enters the Confirmation Order.  None of the filing of the Plan, any statement 
or provision of the Plan, or the taking of any action by the Debtors with respect to the Plan shall 
be or shall be deemed to be an admission or waiver of any rights of the Debtors with respect to 
any Claims or Interests prior to the Effective Date. 
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Respectfully submitted, as of December 1, 2023  
 
 
 
By: 
/s/ Matthew Potere 
Name: 
Title: 
Matthew Potere 
Chief Executive Officer 
 
on behalf of 
 
 
SUNLIGHT FINANCIAL HOLDINGS 
INC. 
 
SL FINANCIAL HOLDINGS INC. 
 
SL FINANCIAL INVESTOR I LLC 
 
SL FINANCIAL INVESTOR II LLC 
 
SUNLIGHT FINANCIAL LLC  
 
 
 
 
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SHA-256

9bfc56334e0de9c59b5aa90691a37b179c2c332e7b43683573501e2d3bd945c8

Our copy

gov.uscourts.njd.555169.39.6.pdf

Original

No public link identified.