450,000,000 CREDIT AGREEMENT dated as of August 25, 2017 among GreenSky Holdings, LLC, as the Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank and THE OTHER LENDERS PARTY HERETO JPMorgan Chase Bank, N.A....Credit Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 25, 2017 by and among GreenSky Holdings, LLC, a Georgia limited liability company (the “Borrower”), JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and as an Issuing Bank, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF GREENSKY HOLDINGS, LLC Dated as of ●, 2018Operating Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of ●, 2018, by and among all of the Members of GreenSky Holdings, LLC, a Georgia limited liability company (the “Company”). This Agreement supersedes any and all previous operating agreements of the Company.
WARRANT to Purchase Class A Units of GreenSky Trade Credit, LLC Expiring December 31, 2023Warrant Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
This Warrant certifies that QED Investors, LLC, a Delaware limited liability company, or registered assigns (the “Holder”), is entitled to subscribe for and purchase from GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), up to 130,464.02 duly authorized Class A Units of the Company, subject to the vesting schedule in Section 7 hereof, at a purchase price equal to the per Class A Unit (the “Exercise Price”) as will be set based on the 409A valuation as of December 31, 2013, which is to be completed in January 2014 (final copy of valuation will be attached to this agreement). The Exercise Price may be adjusted as provided in Section 7.
EXCHANGE AGREEMENTExchange Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
EXCHANGE AGREEMENT (this “Agreement”), dated as of ·, 2018, among GreenSky Holdings, LLC, a Georgia limited liability company (the “Company”), GreenSky, Inc., a Delaware corporation (“GreenSky”), and the Members (as defined herein) from time to time party hereto.
GREENSKY HOLDINGS, LLC EQUITY INCENTIVE PLAN INCENTIVE UNITS GRANT AGREEMENTIncentive Units Grant Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS INCENTIVE UNITS GRANT AGREEMENT (this “Agreement”) is made as of December 20, 2017 (the “Grant Date”), by and among GREENSKY HOLDINGS, LLC, a Georgia limited liability company (the “Company”), and QED Fund II, LP (the “Participant”).
LOAN ORIGINATION AGREEMENTLoan Origination Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS LOAN ORIGINATION AGREEMENT dated as of November 25, 2014 (the “Effective Date”), by and between GREENSKY, LLC (f/k/a) GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Servicer”), and REGIONS BANK, an Alabama chartered commercial bank (“Lender”), as amended December 21, 2015; July 15, 2016; and June 29, 2017. As used herein, “Party” shall mean Servicer or Lender, as applicable, and “Parties” shall mean both Servicer and Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 20[ ] between GreenSky, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
This Employment Agreement (“Agreement”) is entered into as of September 25, 2014 (“Effective Date”) between GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), and David Zalik, a resident of the State of Georgia (“Employee”).
GREENSKY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is dated as of ________________, 2018 (the “Effective Date”), by and among GreenSky, Inc., a Delaware corporation (the “Company”), GreenSky Holdings, LLC, a Georgia limited liability company (“GS Holdings”), and each Person identified on Schedule A hereto as of the Effective Date.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of this 30th day of November, 2016, by and between Robert Sheft (“Sheft”), Robert Sheft 2012 Trust (“Sheft Trust”), Zalik Family Dynasty Trust I, LLC (“Zalik” and, together with Sheft and Sheft Trust, the “Buyers”), and GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC), a Georgia limited liability company, with its principal place of business at 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342 (the “Seller”).
LOAN ORIGINATION AGREEMENTLoan Origination Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS LOAN ORIGINATION AGREEMENT dated as of August 4, 2015 (the “Effective Date”), by and between GREENSKY, LLC, f/k/a GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Servicer”), and SYNOVUS BANK, a Georgia state-chartered bank (“Lender”), as amended March 31, 2017; July 18, 2017; October 27, 2017 and February 28, 2018. As used herein, “Party” shall mean Servicer or Lender, as applicable, and “Parties” shall mean both Servicer and Lender.
SERVICING AGREEMENTServicing Agreement • April 27th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS SERVICING AGREEMENT (the “Servicing Agreement”) dated as of August 25, 2016 (the “Effective Date”), by and between GREENSKY, LLC, a Georgia limited liability company (including its direct and indirect subsidiaries, “Servicer”), and FIFTH THIRD BANK, an Ohio-chartered, FDIC-insured bank (“Lender”), as amended August 25, 2016; July 1, 2017; December 19, 2017; and February 15, 2018. As used herein, “Party” shall mean Servicer or Lender, as applicable, and “Parties” shall mean both Servicer and Lender.
