GreenSky, Inc. Class A Common Stock Underwriting AgreementUnderwriting Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • New York
GreenSky, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 38,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 5,700,000 additional shares (the “Optional Shares”) of Class A common stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF GREENSKY HOLDINGS, LLC Dated as of May 23, 2018Operating Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of May 23, 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.
EXCHANGE AGREEMENTExchange Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
EXCHANGE AGREEMENT (this “Agreement”), dated as of May 23, 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.
FOURTH AMENDMENT TO SERVICING AGREEMENTServicing Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec
THIS FOURTH AMENDMENT TO SERVICING AGREEMENT (this “Amendment”) is made as of May 21, 2018 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Servicing Agreement (as defined herein).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (as it may be amended, restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of May 23, 2018, is hereby entered into by and among GreenSky, Inc. a Delaware corporation (“Parent”), GreenSky Holdings, LLC, a Georgia limited liability company (the “Company”), GreenSky, LLC, a Georgia limited liability company (“GSLLC”), the Blocker Corporation Owners (as hereinafter defined), and each Person that is listed on Exhibit A hereto as one of the Sellers (other than the Blocker Corporations), (each such Person listed on Exhibit A hereto, a “Beneficiary”, collectively, the “Beneficiaries”). Each of Parent, the Company, GSLLC, the Blocker Corporation Owners, and each Beneficiary is referred to as a “TRA Party” and, collectively, as the “TRA Parties”. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Statement or the Form S-1, which includes a Prospectus, filed by Par
FIFTH AMENDMENT TO LOAN ORIGINATION AGREEMENTLoan Origination Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec
THIS FIFTH AMENDMENT TO LOAN ORIGINATION AGREEMENT (this “Amendment”) is made as of May 21, 2018 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”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Origination Agreement (as defined herein).
GREENSKY, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 29th, 2018 • GreenSky, Inc. • Services-business services, nec • Georgia
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is dated as of May 23, 2018 (the “Effective Date”), by and among GreenSky, Inc., a Delaware corporation (the “Company”), and each Person identified on Schedule A hereto as of the Effective Date.
