GreenSky, Inc. (Form: S-1/A, Received: 05/07/2018 06:03:21)

As filed with the Securities and Exchange Commission on May 4, 2018.

Registration No. 333-224505

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GreenSky, Inc.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		7389 (Primary Standard Industrial Classification Code Number)		82-2135346 (I.R.S. Employer Identification No.)

5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30342
(678) 264-6105
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Steven E. Fox
Executive Vice President and Chief Legal Officer
GreenSky, Inc.
5565 Glenridge Connector, Suite 700
Atlanta, Georgia 30342
(678) 264-6105
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Brinkley Dickerson Troutman Sanders LLP 600 Peachtree Street NE, Suite 5200 Atlanta, Georgia 30308 Tel: (404) 885-3822 Fax: (404) 962-6743		Gregory A. Fernicola Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Tel: (212) 735-2918 Fax: (917) 777-2918

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	þ (Do not check if a smaller reporting company)	Smaller reporting company	o
		Emerging growth company	þ

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. þ

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, nor does it seek an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 4, 2018

PRELIMINARY PROSPECTUS

Shares

GreenSky, Inc.
Class A Common Stock

This is an initial public offering of shares of Class A common stock of GreenSky, Inc.

We will use a portion of the net proceeds from this offering to purchase newly-issued common membership interests from GreenSky Holdings, LLC (“GS Holdings”), which we refer to as “Holdco Units.” We also will use a portion of the net proceeds from this offering to purchase Holdco Units from certain holders (which we refer to as the “Exchanging Members”), including our Chief Executive Officer and certain of our other officers and directors, and to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors (as defined herein).

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price per share is expected to be between $ and $ . We intend to apply to list our Class A common stock on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “GSKY.”

We will have two authorized classes of common stock: Class A and Class B. Holders of our Class A common stock are entitled to one vote per share, holders of our Class B common stock are entitled to ten votes per share, and all holders generally will vote together as a single class. Holders of our Class B common stock will not have any of the economic rights provided to holders of Class A common stock. Our Class B common stock will be held by the Continuing LLC Members (as defined herein) on a one-share-per-one-Holdco Unit basis. Each Holdco Unit is exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for one share of Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors).

We will be a holding company, and our sole material asset will be an equity interest in GS Holdings. Immediately following this offering, the holders of our Class A common stock collectively will own 100% of the economic interests (as defined herein) in GreenSky, Inc. (which will own % of the economic interests in GS Holdings) and will hold % of the voting power of the outstanding capital stock of GreenSky, Inc. The holders of our Class B common stock collectively will own % of the economic interests in GS Holdings and will hold the remaining % of the voting power of the outstanding capital stock of GreenSky, Inc. Although we will have a minority economic interest in GS Holdings, because we will be its managing member, we will control all of its business and affairs.

We are an “emerging growth company,” as that term is defined under the federal securities laws, and will be subject to reduced public company reporting requirements.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 25.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

Initial public offering price

Underwriting discounts and commissions ⁽¹⁾

Proceeds, before expenses, to us ⁽²⁾

	⁽¹⁾		See “Underwriting” for a full description of compensation payable to the underwriters in connection with this offering.
	⁽²⁾		We will use a portion of the net proceeds from the sale of our Class A common stock to purchase Holdco Units from the Exchanging Members and to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors. The purchase price for each Holdco Unit will equal the price per share of our Class A common stock in this offering, less underwriting discounts and commissions.

The underwriters have an option to purchase up to additional shares of Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions. The underwriters can exercise this option at any time and from time to time within 30 days from the date of this prospectus.

If the underwriters exercise in full their option to purchase additional shares, we intend to use the net proceeds to purchase an additional newly-issued Holdco Units from GS Holdings and Holdco Units, together with an equal number of shares of our Class B common stock, from the Exchanging Members at the same price per Holdco Unit as set forth in note 2 above. See “Use of Proceeds.”

The underwriters expect to deliver securities entitlements with respect to the shares of Class A common stock against payment therefor in New York, New York on or about , 2018.


Goldman Sachs & Co. LLC		J.P. Morgan		Morgan Stanley


BofA Merrill Lynch		Citigroup		Credit Suisse		SunTrust Robinson Humphrey


Raymond James		Sandler O’Neill + Partners, L.P.		Fifth Third Securities		Guggenheim Securities

The date of this prospectus is , 2018

TABLE OF CONTENTS


	Page
BASIS OF PRESENTATION		ii
MARKET, INDUSTRY AND OTHER DATA		iv
TRADEMARKS, SERVICE MARKS AND TRADE NAMES		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		25
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		61
ORGANIZATIONAL STRUCTURE		62
USE OF PROCEEDS		68
DIVIDEND POLICY		69
CAPITALIZATION		70
DILUTION		71
SELECTED CONSOLIDATED FINANCIAL DATA		73
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		75
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		82
BUSINESS		112
MANAGEMENT		125
EXECUTIVE COMPENSATION		131
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		144
PRINCIPAL STOCKHOLDERS		151
DESCRIPTION OF CAPITAL STOCK		154
SHARES ELIGIBLE FOR FUTURE SALE		160
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS		162
UNDERWRITING		166
LEGAL MATTERS		175
EXPERTS		175
WHERE YOU CAN FIND MORE INFORMATION		175

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take any responsibility for, nor do we or they provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, prospects, financial condition and results of operations may have changed since that date.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting.”

BASIS OF PRESENTATION

In connection with the consummation of this offering, we will effect certain reorganizational transactions. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the reorganizational transactions, which we refer to collectively as the “Reorganization Transactions,” and the consummation of this offering. See “Organizational Structure” for a description of the Reorganization Transactions and a diagram depicting our organizational structure after giving effect to the Reorganization Transactions and the consummation of this offering.

As used in this prospectus, unless the context otherwise requires, references to:

	•		“we,” “us,” “our,” the “Company,” “GreenSky” and similar references refer, unless otherwise indicated or the context otherwise requires: (i) prior to the consummation of the Reorganization Transactions and the consummation of this offering, to GS Holdings and GSLLC, as applicable, and their consolidated subsidiaries; and (ii) following the consummation of the Reorganization Transactions and the consummation of this offering, to GreenSky, Inc., the issuer of the Class A common stock offered hereby, and its consolidated subsidiaries, including GS Holdings and GSLLC.
	•		“Bank Partners” refers to federally insured banks that originate loans under the GreenSky program and any other lenders with respect to those loans.
	•		“Continuing LLC Members” refers to those Original GS Equity Owners and Original Profits Interests Holders who will continue to own Holdco Units after the Reorganization Transactions and who may, following the consummation of this offering, exchange their Holdco Units, together with an equal number of shares of our Class B common stock, for shares of our Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors), as described in “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.”
	•		“Economic interest” means the right to receive any distributions or dividends, whether cash or stock, in connection with common stock.
	•		“Exchange Agreement” refers to the agreement pursuant to which the Exchange Agreement parties will have the right to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). In the event that there are multiple Exchange Agreements, “Exchange Agreement” refers to all of the Exchange Agreements collectively.

	•		“Exchange Agreement parties” refers to the Continuing LLC Members and any other holders of Holdco Units (including Holdco Units issued upon exercise of options or warrants) that may become parties to the Exchange Agreement from time to time.
	•		“Exchanging Members” refers to those Original GS Equity Owners, Original Profits Interests Holders, and option holders who will receive from us a portion of the net proceeds from this offering in exchange for Holdco Units in connection with the consummation of this offering.
	•		“ Former Corporate Investors” refers to certain Original GS Equity Owners that will merge with and into one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions.
	•		“GreenSky program” or “program” refers to a consumer financing and payments program that we administer for merchants and on behalf of, and at the direction and under the control of, our Bank Partners in connection with which we provide point-of-sale financing and payments technology and related marketing, servicing, collection and other services.
	•		“GSLLC” refers to GreenSky, LLC, the original operator of our Company’s business and a wholly-owned subsidiary of GS Holdings.
	•		“GS Holdings” refers to GreenSky Holdings, LLC, which was formed as the holding company of GSLLC.
	•		“Holdco Units” refers to the single class of common membership interests of GS Holdings initially issued in connection with the Reorganization Transactions.
	•		“Original GS Equity Owners” refers to the owners of units of GS Holdings prior to the Reorganization Transactions.
	•		“Original Profits Interests Holders” refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions.
	•		“Platform” refers to our technology platform through which we administer the GreenSky program.
	•		“Sponsors” refers to manufacturers, their captive and franchised showroom operations, and trade associations with which we partner to onboard merchants.
	•		“Tax Receivable Agreement” refers to the agreement between GreenSky, Inc., GS Holdings and the TRA Parties, pursuant to which GreenSky, Inc. will agree to pay those parties 85% of certain cash tax savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize in connection with the Reorganization Transactions, the offering-related transactions and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement.
	•		“ TRA Parties” refers to the equity holders of the Former Corporate Investors, the Exchanging Members, the Continuing LLC Members and any other parties receiving benefits under the Tax Receivable Agreement.

We will be a holding company and will be the managing member of GS Holdings. Upon the consummation of this offering and the application of proceeds therefrom, our sole material asset will be an equity interest in GS Holdings. Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , the exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented. As such, GS Holdings is the predecessor of the issuer, GreenSky, Inc., for financial reporting purposes, and GreenSky, Inc. will be the audited financial reporting entity following this offering. This prospectus contains the following historical financial statements:

•

GreenSky, Inc. Balance sheets as of December 31, 2017 and March 31, 2018, which reflect the initial capitalization of the entity by GSLLC. Separate statements of operations, changes

iii

			in stockholders’ equity and cash flows have not been presented because GreenSky, Inc. has not engaged in any business or other activities except in connection with its formation and initial capitalization.
	•		GS Holdings. Because we will have no interest in any operations other than the operations of GS Holdings and its subsidiaries, including GSLLC, the historical consolidated financial information included in this prospectus is that of GS Holdings and its consolidated subsidiaries as if the common control transaction had occurred at the earliest date presented.

The unaudited pro forma financial information of GreenSky, Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of GS Holdings and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Reorganization Transactions and the consummation of this offering as if they had occurred on January 1, 2017, in the case of the unaudited pro forma consolidated statement of operations data, and as of March 31, 2018, in the case of the unaudited pro forma consolidated balance sheet. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Except as otherwise indicated, units and per unit data in this prospectus are presented after adjustment for the Forward Split (as defined under “Organizational Structure”).

Numerical figures included in this prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

All references to years in this prospectus, unless otherwise noted or indicated by the context, refer to our fiscal years, which end on December 31.

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains statistical data and estimates, including those relating to market size, competitive position and growth rates of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to any of this data or to these estimates. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market or industry data from third-party sources. We also believe our internal company research is reliable and the definitions of our market and industry are appropriate, though neither this research nor these definitions have been verified by any independent source.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or license the trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. This prospectus also may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the TM, SM, Ó and ® symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.

PROSPECTUS SUMMARY

This summary highlights material information about our business and the offering of our Class A common stock. This is a summary of material information contained elsewhere in this prospectus and is not complete and does not contain all of the information that you should consider before deciding to invest in our Class A common stock. For a more complete understanding of our business and this offering, you should read this entire prospectus, including the section entitled “Risk Factors,” as well as the consolidated financial statements and the related notes thereto, before making an investment decision.

GreenSky, Inc.

Company Overview

We are a leading technology company that powers commerce at the point of sale. Our platform facilitates merchant sales, while reducing the friction, and improving the economics, associated with a consumer making a purchase and a bank extending financing for that purchase. We had approximately 12,000 active merchants on our platform as of March 31, 2018 and, from our inception through March 31, 2018, merchants used our platform to enable approximately 1.7 million consumers to finance over $12 billion of transactions with our Bank Partners.

Our market opportunity is significant. In 2017, there was approximately $315 billion of spending volume in the home improvement market, which historically has represented substantially all of our transaction volume, and substantial opportunities in the elective healthcare market, which we entered in 2016. In addition, at year end 2017, according to the Federal Reserve System, there was approximately $3.8 trillion of U.S. consumer credit outstanding across a fragmented landscape of lenders, providing a significant opportunity for us to extend our platform to other markets where transactions are financed at the point of sale.

Over the past decade, we have developed and have been advancing and refining our proprietary, purpose-built platform to provide significant benefits to our growing ecosystem of merchants, consumers and banks:

	•		Merchants. Merchants using our platform, which presently range from small, owner-operated home improvement contractors and healthcare providers to large national home improvement brands and retailers, rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions that enable higher sales volume. Our platform is designed to provide a seamless experience for our merchants with a mobile-native design that is intuitive and easy to use. Our technology integrates effortlessly with merchants’ existing payments systems, while also allowing merchants to access funds faster.
	•		Consumers. Consumers on our platform, who to date primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive alternative to paying with cash, check, credit card, or general purpose revolving credit, particularly in the case of larger purchases. We provide a completely paperless, mobile-enabled experience that typically permits a consumer to apply and be approved for financing in less than 60 seconds at the point of sale.
	•		Banks . We provide our Bank Partners with access to our proprietary technology solution and merchant network, enabling them to build a diversified portfolio of high quality consumer loans with attractive risk-adjusted yields. Our platform delivers significant loan volume, while requiring minimal upfront investment by our Bank Partners. Furthermore, our program is designed to adhere to the regulatory and compliance standards of our Bank Partners, which has helped us to gain their confidence, allowing them to outsource both loan facilitation and servicing functions to us.

and servicing, and it can be easily expanded to additional industry verticals as we scale our business. We have cultivated strong relationships with manufacturers and trade associations (which we refer to as Sponsors) to amplify the reach of our technology, enabling us to efficiently and cost-effectively onboard large numbers of potential merchants underlying each Sponsor. We offer potential merchants a platform that they can adopt without friction—including no upfront fees, capital expenditure, or onerous systems integration. When our merchants offer our solution at the point of sale, they provide our Bank Partners with cost-effective access to a vast number of consumers. This ecosystem of merchants, consumers and Bank Partners allows us to generate recurring revenues with minimal customer acquisition and marketing costs, resulting in attractive unit economics and strong margins.

As we scale, network effects reinforce and support the growth of our ecosystem. As our solution becomes integral to the manner by which our merchants regularly drive sales, these merchants and their sales associates become more deeply engaged and frequent users. As more sales associates, merchants and consumers benefit from our solution and develop affinity for our brand, we believe they promote GreenSky to other merchants and generate further organic interest. As more merchants and consumers become satisfied users of the GreenSky program, we are able to grow volume to support relationships with new Bank Partners and negotiate larger commitments from our existing Bank Partners. We believe these network effects reinforce an attractive virtuous cycle, whereby larger bank commitments allow us to facilitate more financing, which in turn enables us to serve more merchants and consumers.

We have a strong recurring revenue model built upon repeat and growing usage by merchants. We derive most of our revenue and profitability from upfront transaction fees that merchants pay us every time they facilitate a transaction using our platform. Thus, our profitability is strongly correlated with merchant transaction volume. The transaction fee rate depends on the terms of financing selected by a consumer. In addition, we collect servicing fees on the loan portfolios we service for our Bank Partners.

We have achieved significant growth in active merchants, transaction volume, total revenue, net income and Adjusted EBITDA. Our low-cost go-to-market strategy, coupled with our recurring revenue model, has helped us generate strong margins. Transaction volume (which we define as the dollar value of loans facilitated on our platform during a given period) was $3.8 billion in 2017, representing an increase of 31% from $2.9 billion in 2016. Further, transaction volume was $1.0 billion in the three months ended March 31, 2018, representing an increase of 47% from $0.7 billion in the three months ended March 31, 2017. Active merchants (which we define as home improvement merchants and healthcare providers that have submitted at least one consumer application during the 12 months ended at the date of measurement) totaled 12,231 as of March 31, 2018, representing an increase of 52% from 8,048 as of March 31, 2017. Our total revenue grew 23% from $264 million in 2016 to $326 million in 2017, net income grew 12% from $124 million in 2016 to $139 million in 2017, and Adjusted EBITDA grew 21% from $131 million in 2016 to $159 million in 2017. For the period ended March 31, 2018, total revenue was $85 million, net income was $19 million and Adjusted EBITDA was $27 million. For information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, see “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data.”

Our Market Opportunity

We believe technology is transforming and streamlining commerce, reducing the traditional transaction frictions that merchants and consumers face and opening new payments and financing channels for banks. Payments and consumer financing are vast markets in the United States with $13.4 trillion of personal consumption expenditure in 2017, according to the U.S. Bureau of Economic Analysis, and $3.8 trillion of consumer loans outstanding at the end of 2017, according to the Federal Reserve System. We believe the following trends define the U.S. consumer finance market, and other core markets, today.

Our Existing Markets—Home Improvement and Elective Healthcare—are Sizeable and Growing

The home improvement market is large, fragmented and growing, representing approximately $315 billion in spending volume in 2017, according to the Joint Center for Housing Studies of Harvard University, although not all home improvement projects are of a size suitable for financing. Merchants in this market range from small, owner-operated contractors to large national brands and retailers. From our inception through March 31, 2018, our Bank Partners have used our program to extend over $12 billion of financing, primarily including loans for home improvement sales and projects involving, among other things, windows, doors, roofing and siding; kitchen and bath remodeling; and heating, ventilation and air conditioning units. We believe that spending on home improvement goods and services will continue to increase as the national housing stock ages and existing home sales increase.

In 2016, we began expanding into elective healthcare, which, like the home improvement market, is a large, fragmented market featuring creditworthy consumers who make large-ticket purchases. We believe the elective healthcare market rivals in size the home improvement market in terms of annual spending volume, based on the number and cost of annual procedures performed. Elective healthcare providers include doctors, dentists, outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction, bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid devices. We believe that because of population aging, innovations in medical technology and ongoing healthcare cost inflation, we are well-positioned to increase volume in the growing elective healthcare industry vertical.

We continually evaluate opportunities for expansion into new industry verticals. For example, we have identified significant opportunities within verticals such as online retail, power sports, auto repair and jewelry. These markets are also large and fragmented, and they similarly feature attractive consumers who make large ticket purchases.

Banks Seek Consumer Credit Exposure but are Not Well-Positioned to Lend at the Point of Sale

Legacy Financing Solutions are Less Attractive to Consumers

Providers of installment loan financing to consumers traditionally have required paper-based applications for which consumers are required to gather burdensome amounts of information. Accordingly, there often has been a substantial time lag between a consumer deciding to apply for a loan and receiving approval, and then from approval to funding. Meanwhile, revolving credit alternatives such as credit cards are faster and more convenient but are characterized by high rates and restrictive credit limits for large-ticket purchases. Consequently, prime consumers tend to use credit cards as payment, rather than financing, solutions. Absent a simple, fast and cost-effective alternative to finance large-ticket purchases, many consumers resort to paying with cash, debit card or check, or avoiding purchases altogether.

Our Ecosystem

We have built an entrenched ecosystem of merchants, consumers and Bank Partners. Our platform enables each of these constituents to benefit from enhanced access to each other and to our technology, resulting in a virtuous cycle of increasing engagement and value creation. We believe our ecosystem grows stronger with scale.

Value Proposition to Merchants

	•		Increased sales volume. Promotional payment plans and financing solutions make it easier for merchants to sell more goods and services. We have observed that our customizable solution helps merchants increase ticket size and conversion of sales.
	•		Seamless integration. We design our solution to deliver instant value, enabling our merchants’ sales associates to use their existing mobile devices to facilitate loans through our platform. We settle payments through a national credit card payment network or through the Automated Clearing House (“ACH”) network, meaning merchants that already accept these types of payments require no systems integration to adopt our platform. This frictionless onboarding makes consumer point-of-sale financing available for merchants of all sizes.
	•		Accelerated funding. Our merchants typically receive a sizeable portion of their funding faster than they would if they were paid in installments in a more traditional 30-day billing cycle.
	•		Superior customer service. We work creatively and collaboratively to design promotional financing offers that fulfill the needs of our merchants while continuing to improve our solution to appeal to their customers.

Value Proposition to Consumers

	•		Superior experience. Because we are able to process an application and approve financing at the point of sale with limited burden on the consumer, our platform enables consumers to “apply and buy” in most cases in less than a minute, utilizing an intuitive mobile interface and paperless loan agreement.
	•		Promotional interest rates and terms. The majority of the loans facilitated by our platform carry promotional financing with deferred interest or low-rate terms, an attractive alternative relative to the rates on credit card balances.
	•		Enables larger purchases. By allowing merchants to market to their customers by focusing on the monthly cost of their purchases rather than the one-time upfront cash outlays, consumers are able to better budget for larger purchases.
	•		Preserves revolving credit availability. Rather than utilizing revolving credit for large purchases, which results in available credit lines being reduced, the loans we facilitate preserve credit card availability for everyday purchases.

Value Proposition to Banks

•

Consumer credit exposure at attractive risk-adjusted yields. We believe loans originated on our platform offer strong net interest margin, credit performance, and duration characteristics relative to banks’ other unsecured consumer lending opportunities.

•

Nationally-diversified, small-balance loans. While many of our Bank Partners may traditionally focus on lending opportunities within their geographic footprints, our platform enables them to originate loans in all 50 states and at an average loan size of less than $10,000, thus creating an efficient mechanism to aggregate a granular, diversified national portfolio.

•

Access to our proprietary technology and merchant network. Over the past decade, we have built and refined our technology platform to deliver significant value to merchants and consumers. We also have cultivated strong relationships with Sponsors and merchants, resulting in 12,231 active merchants as of March 31, 2018. We believe our Bank Partners would require significant time and investment to build such a technology solution and merchant network themselves.

•

No customer acquisition cost and limited operating expenses. Our platform alleviates the need for our Bank Partners to bear any marketing, software development or technology infrastructure costs to originate loans.

•

Robust compliance framework. We continually refine and upgrade our platform, risk management and servicing capabilities to meet the compliance, documentation and vendor management requirements of our Bank Partners and their regulators.

Our Platform

Our Business Model

Efficient Go to Market Strategy

•

Technology led, simple and affordable. Our digital offering enables an efficient, low-cost distribution model and offers frictionless setup at no upfront fee to merchants.

•

Sponsor driven. We leverage our Sponsor relationships to access a large network of home improvement merchants at a minimal cost. Our track record demonstrates that Sponsors are attracted to working with GreenSky because they believe our promotional financing and payments platform is a valuable tool for their affiliated merchants.

•

Organic and expansive. As merchants and their sales associates observe the competitive and other advantages that our program provides, we expect to experience greater demand. We have started to experience the impact of word-of-mouth marketing as sales associates who have used the program have begun working with new merchants and advocated joining the program. With over 43,000 sales associates having downloaded and used the GreenSky mobile application as of the date hereof, they are expected to serve as a strong organic customer acquisition channel.

Visible and Recurring Revenue Streams

Although we offer our technology at no upfront cost, we monetize through an upfront transaction fee every time a merchant receives a payment using our platform. This creates stable, recurring revenues, aligns our incentives with the interests of our merchants, and enables us to grow along with our ecosystem. In 2017, 93% of our transaction volume was generated from merchants that were enrolled on our technology platform as of December 31, 2016. In addition, our Bank Partners pay us a recurring servicing fee over the lives of their loans.

Attractive Unit Economics

Our low-cost go to market strategy, combined with our visible and recurring revenue model, provides for a fast payback period and strong dollar-based retention:

•

Fast payback period. “Payback period” refers to the number of months it takes for the cumulative transaction fees we earn from merchants acquired during a given month to exceed our total sales and marketing spend in that same month. For merchant groups acquired during 2017 for which payback was completed, the average payback period was approximately five months.

•

Strong dollar-based retention. We measure “dollar-based retention” on an annual cohort basis and define a cohort as the merchants that enroll for the first time on our platform within a given year. Our dollar-based retention calculation is adjusted to exclude Home Depot, which we count as a single merchant despite it having approximately 2,000 locations, and to exclude solar panel merchants, as we actively reduced our transaction volume with such merchants in 2017. “Dollar-based retention” refers to the transaction volume generated during a given year by each cohort of merchants relative to the transaction volume generated by that same merchant cohort in the prior year, and the calculation is adjusted for a two quarter seasoning period. Our dollar-based retention has exceeded 100% on our platform for each annual cohort in the past three years.

We believe our fast payback period, combined with our strong dollar-based retention, indicates that our merchants will generate significant lifetime value for us relative to our cost of acquiring them.

Business Metrics

We review a number of operating and financial metrics, including the following, to evaluate our business, measure our performance, identify trends, formulate plans and make strategic decisions.


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
Active Merchants
Number			10,891			7,361			5,076			12,231			8,048
Percentage Increase			48%			45%						52%
Transaction Volume
Dollars (millions)		$	3,767		$	2,882		$	2,076		$	1,033		$	705
Percentage Increase			31%			39%						47%
Loan Servicing Portfolio
Dollars (millions)		$	5,390		$	3,832		$	2,561		$	5,693		$	4,018
Percentage Increase			41%			50%						42%
Cumulative Consumer Accounts
Number			1,565,166			1,077,400			692,428			1,709,364			1,181,230

Active Merchants. Since our transaction volume is a function of the size, engagement and growth of our merchant network, active merchants (as defined above), in aggregate, are an indicator of future revenue and profitability, although they are not directly correlated. As of March 31, 2018, we had 12,231 active merchants on our platform, representing an increase of 52% over 8,048 as of March 31, the same period in 2017.

Transaction Volume. Transaction volume (as defined above) is an indicator of revenue and overall platform profitability and has grown substantially in the past several years. For the three months ended March 31, 2018, transaction volume was $1.0 billion, which represented an increase of 47% over $0.7 billion for 2017.

Loan Servicing Portfolio. We define our loan servicing portfolio as the aggregate outstanding consumer loan balance (principal plus accrued interest and fees) facilitated and serviced by our platform at the date of measurement. Our loan servicing portfolio is an indicator of our servicing activities. As of March 31, 2018, we had a loan servicing portfolio of $5.7 billion, representing an increase of 42% over $4.0 billion as of March 31, 2017. Our average loan servicing portfolio was $5.5 billion for the three months ended March 31, 2018 and $3.9 billion for the same period in 2017.

Cumulative Consumer Accounts. We define cumulative consumer accounts as the aggregate number of consumer accounts approved on our platform since our inception, including both existing and prior accounts. Although not directly correlated to revenue, cumulative consumer accounts is a measure of our brand awareness among consumers, as well as the value of the data we have been collecting from those consumers since our inception. We may use this data to support future growth by cross-marketing products and delivering potential additional customers to merchants who may not have been able to source those customers themselves. As of March 31, 2018, we had 1.7 million cumulative consumer accounts compared to 1.2 million as of March 31, 2017.

Our Strengths and Competitive Advantages

Differentiated Technology Platform and Customer Experience

We believe that our proprietary, patent-pending technology is unique because it can deliver:

	•		Frictionless setup and multiple promotional financing alternatives for our merchants
	•		An intuitive, mobile-native user interface, and real-time “apply and buy” capabilities, for consumers
	•		Instant digital loan underwriting and distribution mechanisms for our Bank Partners

We believe these capabilities will help us deepen our existing relationships and provide a competitive advantage in winning new business.

Large, Entrenched Ecosystem

As of March 31, 2018, we had 12,231 active merchants. From our inception through March 31, 2018, our Bank Partners have used our technology and network of merchants to provide over $12 billion of financing to approximately 1.7 million consumers. The powerful network effects of our platform strengthen this ecosystem, providing increasing value to GreenSky and each of our constituents as we scale.

Trusted Relationship with our Bank Partners

Asset-Light Model

Our Bank Partners originate and own the loans that they facilitate through our platform. We derive a substantial majority of our revenue and profitability from upfront transaction fees every time a merchant facilitates a transaction and receives a payment using our platform.

Attractive Consumer Profile

Consumers using our platform live in all 50 states and typically are or have been homeowners with super-prime or prime credit scores. For all loans originated on our platform during the three months ended March 31, 2018, the credit-line weighted average consumer credit score was 769.

Efficient Go To Market Strategy and Recurring Revenue Model Drive Strong Operating Leverage

We leverage our proprietary technology and strong Sponsor relationships to efficiently access and onboard a large network of merchants. Our merchants, once acquired, allow us to reach an even larger universe of consumers and facilitate repeat transactions at very low cost relative to the transaction fee we receive. Coupled with the highly scalable technology anchoring our platform, we deliver strong operating margins.

Our Growth Opportunities

We have significant opportunities to expand our business. Our growth strategy focuses on the following efforts to continue to deliver value for our constituents and expand our ecosystem.

Grow Our Merchant Community

We intend to continue building relationships with large Sponsors and independent, high-sales volume merchants in our existing core markets.

Expand into New Industry Verticals, Including Online Retail and Traditional Store-Based Merchants

We recently expanded into the elective healthcare industry vertical and intend to explore other large, fragmented markets with creditworthy consumers who tend to make large-ticket purchases online and in-store. For example, online retail represents an attractive and low cost acquisition channel ripe for penetration that fits synergistically with our existing point-of-sale mobile platform. In 2017, domestic retail sales through the e-commerce platform exceeded $453 billion, growing by almost 16% over the prior year, according to the U.S. Census Bureau. We expect to seek out additional attractive industry verticals (whether online or in-store) based on our ability to efficiently go to market, grow market share, generate attractive risk-adjusted yields for our Bank Partners and continue to maximize value for our constituents.

Widen Our Spectrum of Consumers and Funding Partners

We continue to evaluate opportunities to assist our merchants to drive more sales by extending financing to a wider range of consumer credit profiles. To facilitate this extension of our platform, we may work with our Bank Partners to offer near-prime and non-prime financing, leveraging our technology platform to offer merchants and consumers a “single application” user experience that is designed to be superior to the user experience offered by our competitors in traditional “second-look” programs. We may expand our universe of Bank Partners to undertake these opportunities.

Leverage Our Current Customer Base and Bank Partner Relationships to Deliver New Solutions

Risk Factors Summary

An investment in our Class A common stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy and could materially adversely affect our business. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under

“Risk Factors” in deciding whether to invest in our Class A common stock. Some of these risks include that:

	•		We operate in a highly regulated industry, and a failure to comply with applicable laws and regulations could subject us to lawsuits or governmental actions, which could adversely affect our business.
	•		Our agreements with our Bank Partners are non-exclusive, short-term and subject to termination; any termination would negatively affect our business.
	•		Our results of operations and growth depend on our ability to retain existing, and attract new, merchants and Bank Partners.
	•		We derive a large percentage of our revenue from our top ten merchants. The loss of a significant merchant or Sponsor could have a negative impact on our business.
	•		Our results depend, to a significant extent, on the active and effective promotion and support of the GreenSky program by our Sponsors and merchants.
	•		We rely heavily on credit decisioning and scoring models as well as information from third parties and customers, all of which could contain misrepresentations, errors or inaccuracies that could adversely affect our business.
	•		Security breaches, fraudulent activity and interruptions in our computer systems affecting our business could have an adverse effect on our business.
	•		Our relationships with third-party vendors subject us to a variety of regulatory, financial and reputational risks.
	•		Our revenues are highly dependent on macroeconomic and U.S. real estate market conditions as well as prevailing interest rates.
	•		As a holding company, we are entirely dependent upon the operations of GSLLC and its ability to make distributions to provide cash flow to us to pay taxes and other expenses.
	•		The Continuing LLC Members will control our Company, and their interests may conflict with yours in the future.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we remain an emerging growth company, we may take advantage of certain limited exemptions from various reporting requirements that are applicable to other public companies. These provisions include:

	•		a requirement to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;
	•		an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
	•		an exemption from new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) requiring mandatory audit firm rotation;
	•		reduced disclosure about executive compensation in our periodic reports and proxy statements; and
	•		no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We have chosen to present three years of audited financial statements and related selected financial data and management’s discussion and analysis of financial condition and results of operations. Further, the JOBS Act permits emerging growth companies to take advantage of an

extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and to comply with new or revised accounting standards as required of publicly-traded companies generally. This decision to opt out of the extended transition period is irrevocable.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of our elections, which may result in a less active trading market for our common stock and more volatility in our stock price.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of the consummation of this offering, (ii) the first fiscal year after our annual gross revenues exceed $1.07 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Organizational Structure

GS Holdings is a limited liability company that is taxed as a partnership. Because U.S. tax law generally makes it impractical for an entity taxed as a partnership to sell membership interests publicly, GSLLC has formed a holding company that will be taxed as a corporation, GreenSky, Inc., to sell Class A common stock publicly. However, for holders of Class A, B and C units of GS Holdings (which will be converted to Holdco Units in the Reorganization Transactions) that do not intend to sell their Holdco Units in connection with this offering, it is more tax efficient for them to retain their Holdco Units until they are ready to sell them and then, at that time, to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock (or cash, at our option, such determination to be made by the disinterested members of our board of directors) and then to sell those shares. This structure—the formation of a holding company taxed as a corporation above a limited liability company taxed as a partnership where some members of the limited liability company continue to own some or all of their membership interests—is often referred to as an “Up-C structure.”

Prior to the Reorganization Transactions (as defined below) and the closing of this offering, the capital structure of GS Holdings consisted of (i) three classes of membership interests (Class A, B and C units) held by the Original GS Equity Owners (including the Former Corporate Investors) and (ii) profits interests held by the Original Profits Interests Holders. Options and warrants to purchase Class A units of GS Holdings also were outstanding. As further discussed below, following the Reorganization Transactions, the Original GS Equity Owners (other than the Former Corporate Investors) and the Original Profits Interests Holders, which we collectively refer to as the Continuing LLC Members, will continue to own Holdco Units in GS Holdings (other than Holdco Units that they will be exchanging in connection with this offering).

The diagram below depicts our organizational structure immediately prior to the Reorganization Transactions.

⁽¹⁾

“Original GS Equity Owners” refers to the owners of units of GS Holdings prior to the Reorganization Transactions. Significant Original GS Equity Owners include: (i) certain affiliates of David Zalik (our Chief Executive Officer); (ii) certain affiliates of Robert Sheft (a director of our Company); and (iii) TPG Georgia Holdings, L.P.

“Former Corporate Investors” refers to certain of the Original GS Equity Owners that will merge with and into one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions. Significant Former Corporate Investors include an affiliate of TPG Georgia Holdings, L.P.

⁽²⁾

“Original Profits Interests Holders” refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions, which include 68 current and former employees, directors, and an affiliate of one of the directors, of GS Holdings and its subsidiaries.

Following the Reorganization Transactions and this offering, we will be a holding company. Our sole material asset will be an equity interest in GS Holdings, which also is a holding company and has the sole equity interest in GSLLC, the subsidiary that conducts all of our operations. Because GreenSky, Inc. will be the managing member of GS Holdings (with 100% of the management and voting power in GS Holdings), and GS Holdings will be the managing member of GSLLC, we will indirectly operate and control all of the business and affairs (and will consolidate the financial results) of GS Holdings and its subsidiaries, including GSLLC.

Prior to the closing of this offering, (i) the operating agreement of GS Holdings will be amended and restated (the “Holdings LLC Agreement”) to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with a single new class of membership interests of GS Holdings (referred to as Holdco Units); (ii) we will issue to each of the Continuing LLC Members a number of shares of GreenSky, Inc. Class B common stock equal to the number of Holdco Units held by it (other than the Holdco Units that it will be exchanging in connection with this offering), for consideration in the amount of $0.001 per share of Class B common stock; (iii) Holdco Units received by some of the smaller Original Profits Interests Holders will be contributed to GreenSky, Inc. in exchange for shares of our Class A common stock; (iv) equity holders of the Former Corporate Investors will contribute their equity in the Former Corporate Investors to GreenSky, Inc. in exchange for shares of our Class A common stock and

the right to certain payments under the Tax Receivable Agreement, and the merger of the Former Corporate Investors with and into subsidiaries of GreenSky, Inc.; (v) outstanding options to acquire Class A units of GS Holdings will be equitably adjusted so that they will be exercisable for Holdco Units (and an equal number of shares of Class B common stock); and (vi) outstanding warrants to acquire Class A units of GS Holdings will be equitably adjusted pursuant to their terms into warrants to acquire Holdco Units (and an equal number of shares of Class B common stock). We refer to these transactions collectively as the “Reorganization Transactions.” Following the Reorganization Transactions, Holdco Units (and shares of Class B common stock), options and warrants will be subject to the same vesting and/or forfeiture conditions as the previously held securities in GS Holdings, as applicable.

Under the Holdings LLC Agreement, the membership interests in GS Holdings will be adjusted (the “Forward Split”) so that each Holdco Unit (together with a share of Class B common stock) is economically equivalent to a share of Class A common stock on a one-for-one basis. Corresponding adjustments will be made to options and warrants.

Our Class B common stock initially will entitle holders thereof to ten votes per share. Our Class B common stock will vote as a single class with our Class A common stock, but will not have any economic rights.

In connection with the Reorganization Transactions, we will enter into exchange agreements with the Continuing LLC Members and GS Holdings (which we refer to collectively as the “Exchange Agreement”), pursuant to which the Continuing LLC Members, and any other Exchange Agreement parties, will have the right to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Any Holdco Units exchanged under those exchange provisions will thereafter be owned by GreenSky, Inc., and the corresponding shares of Class B common stock will be cancelled.

The Reorganization Transactions also include various other agreements and processes. For additional details, see “Organizational Structure” and “Certain Relationships and Related Party Transactions.”

The diagram below depicts our simplified organizational structure immediately following this offering after giving effect to the use of proceeds and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

	⁽¹⁾		“Continuing LLC Members” refers to those Original GS Equity Owners and Original Profits Interests Holders who will continue to own Holdco Units after the Reorganization Transactions and who may, following the consummation of this offering, exchange their Holdco Units (with automatic cancellation of an equal number of shares of our Class B common stock) for shares of our Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Significant Continuing LLC Members include: (i) certain affiliates of David Zalik (our Chief Executive Officer); (ii) certain affiliates of Robert Sheft (a director of our Company); and (iii) TPG Georgia Holdings, L.P.
	⁽²⁾		“Former Corporate Investors” refers to certain of the Original GS Equity Owners that will merge with and into or one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions. Significant Former Corporate Investors include an affiliate of TPG Georgia Holdings, L.P.
	⁽³⁾		The shares of Class B common stock have no economic rights, but each share of Class B common stock initially entitles its holder to ten votes on all matters to be voted on by stockholders generally. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

See “Principal Stockholders.”

Our Up-C structure will allow the Continuing LLC Members to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “pass-through” entity, for income tax purposes following the offering. One of these benefits is that future taxable income of the Company that is allocated to such owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the entity level. Additionally, because the Holdco Units that the Continuing LLC Members will hold are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock or cash, at our option (such determination to be made by the disinterested members of our board of directors), the Up-C structure also provides the Continuing LLC Members potential liquidity that holders of non-publicly traded limited liability companies typically are not afforded. See “Organizational Structure” and “Description of Capital Stock.”

GreenSky, Inc. will hold Holdco Units and therefore receive the same benefits as the Continuing LLC Members on account of its ownership in an entity treated as a partnership, or “pass-through” entity, for income tax purposes. Our use of the net proceeds from this offering to purchase Holdco Units from the Exchanging Members and equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement, are expected to result in increases in GreenSky, Inc.’s allocable tax basis in the assets of GS Holdings. This so-called “step-up” in tax basis will provide GreenSky, Inc. with certain tax benefits, such as future depreciation and amortization deductions that can reduce the taxable income allocable to GreenSky, Inc. GreenSky, Inc. and GS Holdings will enter into a Tax Receivable Agreement under which GreenSky, Inc. will agree to pay the TRA Parties 85% of the value of these and certain other tax benefits and will retain the remaining 15% of the value of such benefits. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Corporate Information

GreenSky, Inc. was incorporated on July 12, 2017, and had no business transactions or activities and no material assets or liabilities prior to the Reorganization Transactions and this offering. Our principal executive offices are located at 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342. Our telephone number is (678) 264-6105. The address of our main website is www.greenskycredit.com. The information contained on or accessible through our website does not constitute a part of this prospectus.

Recent Developments

In December 2017, we issued 1,010,199 Class C-1 preferred units for gross proceeds of $200 million in an offering pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”). We intend to use the net proceeds of $194.4 million from such offering for general operating purposes.

In 2017, we declared non-tax distributions of $346.5 million to our unit holders and holders of profits interests and a related party at the time we entered into the term loan described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term loan and revolving loan facility” and in Note 7 to the consolidated financial statements of GS Holdings included in this prospectus, of which $337.2 million was paid as of December 31, 2017 and $3.1 million has been paid to date in 2018. In December 2017, we declared a $160.0 million special cash distribution to our unit holders and holders of profits interests using the proceeds from a sale of loan receivables and cash from operations, of which $156.1 million was paid as of December 31, 2017 and $0.9 million has been paid to date in 2018. Tax-related distributions totaled $71.3 million in 2017 and have totaled $36.3 million to date in 2018. See “Dividend Policy.”

The Offering


Issuer		GreenSky, Inc.

Class A common stock offered by us		shares of Class A common stock (or shares if the underwriters’ option is exercised in full).

Underwriters’ option to purchase additional shares		We have granted the underwriters a 30-day option to purchase up to an additional shares of Class A common stock at the public offering price less underwriting discounts and commissions.

Common stock to be outstanding after giving effect to this offering and the use of proceeds to us therefrom		shares of Class A common stock (or shares if the underwriters’ option is exercised in full). If all outstanding Holdco Units held by the Continuing LLC Members were exchanged (with automatic cancellation of an equal number of shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis, shares of Class A common stock (or shares if the underwriters’ option is exercised in full) would be outstanding.

		shares of Class B common stock (or shares if the underwriters’ option is exercised in full), equal to one share per Holdco Unit (other than any Holdco Units owned by GreenSky, Inc.).

Voting		Each share of our Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally.

		After this offering, the Continuing LLC Members will hold an equal number of shares of Class B common stock and Holdco Units. The shares of Class B common stock have no economic rights, but each share of Class B common stock initially entitles its holder to ten votes on all matters to be voted on by stockholders generally. Once the collective holdings of the Continuing LLC Members in the aggregate are less than 15% of the combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share on all matters to be voted upon by stockholders generally. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

		Holders of our Class A and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

Voting power held by holders of Class A common stock after giving effect to this offering and the use of proceeds		% (or 100% if all outstanding Holdco Units held by the Continuing LLC Members were exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis).



Voting power held by holders of Class B common stock after giving effect to this offering and the use of proceeds		% (or 0% if all outstanding Holdco Units held by the Continuing LLC Members were exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for newly-issued shares of Class A common stock on a one-for-one basis).

Voting power		% (or % if the underwriters’ option is exercised in full) will be held by executive officers, directors and greater than 5% stockholders after giving effect to this offering and the use of proceeds.

		% (or % if the underwriters’ option is exercised in full) will be held by executive officers, directors and greater than 5% stockholders, together with other current members of GS Holdings, after giving effect to this offering and the use of proceeds.

Use of proceeds		We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million (or approximately $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

		We intend to use net proceeds of approximately $ million to purchase newly-issued Holdco Units from GS Holdings, as described under “Organizational Structure.” We intend to use net proceeds of approximately $ million to purchase an aggregate of Holdco Units from the Exchanging Members, including our Chief Executive Officer and certain of our other officers and directors, as described under “Organizational Structure.” We also intend to use net proceeds of approximately $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors. See “Certain Relationships and Related Party Transactions—Purchase of Holdco Units and Redemption of Class A Common Stock” for the number of Holdco Units to be purchased from the Exchanging Members. The per share purchase price for each Holdco Unit surrendered for purchase or Class A share redeemed will be equal to the price per share of our Class A common stock in this offering, less underwriting discounts and commissions.

		If the underwriters exercise in full their option to purchase additional shares of Class A common stock, in addition to the use of our net proceeds described above, we intend to use net proceeds of approximately $ million to purchase an additional newly-issued Holdco Units from GS Holdings, and net proceeds of approximately


		$ million to purchase an additional Holdco Units (together with an equal number of shares of Class B common stock) from the Exchanging Members, including our Chief Executive Officer and certain of our other officers and directors.

		The proceeds received by GS Holdings in connection with the sale of newly-issued Holdco Units will be used by GS Holdings and GSLLC to pay the expenses of this offering and for general corporate purposes. See “Use of Proceeds.”

Dividend policy		We have no current plans to pay dividends on our Class A common stock. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions (including those under our Credit Agreement, as defined below), general business conditions and other factors that our board of directors may deem relevant.

		Subject to having available cash and subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our Credit Agreement or other debt instruments), the Holdings LLC Agreement requires GS Holdings to make certain distributions to GreenSky, Inc. and the Continuing LLC Members, pro rata, in order to facilitate their payment of taxes with respect to GS Holdings’ income and to facilitate the payment by GreenSky, Inc. of amounts due under the Tax Receivable Agreement. Because GreenSky, Inc. will be the managing member of GS Holdings, which is the managing member of GSLLC, we will have the ability to determine the amount and timing of distributions by GSLLC to GS Holdings, subject to compliance with applicable law. Any such distributions will then be distributed to all holders of Holdco Units, including us, pro rata based on holdings of Holdco Units. In addition, in order to maintain to the greatest extent practicable the parity in value of Holdco Units and shares of Class A common stock, to the extent that GreenSky, Inc. accumulates substantial cash and cash equivalents, and receivables from GS Holdings, we will consider making distributions to Class A common stockholders. While the determination of what level of cash and cash equivalents, and receivables from GS Holdings (if any), warrant such distribution will depend upon the facts and circumstances at the time of determination, we generally would expect to make distributions where such amounts exceed $100 million. See “Dividend Policy.”

Listing		We intend to apply to list our Class A common stock on the NASDAQ under the symbol “GSKY.”

Exchange rights of the Continuing LLC Members		Prior to the closing of this offering, we will complete the reorganization described in “Organizational Structure.” Pursuant to the Exchange Agreement, each Continuing


		LLC Member, and any other Exchange Agreement parties, will have the right to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock of GreenSky, Inc. on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). We have reserved for issuance shares of Class A common stock in respect of the aggregate number of shares of Class A common stock that may be issued upon exchange of Holdco Units. See “Certain Relationships and Related Party Transactions—Exchange Agreement.”

Tax Receivable Agreement		Our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock pursuant to the exchange rights described above are expected to result in increases in GreenSky, Inc.’s allocable tax basis in the assets of GS Holdings. The merger of the Former Corporate Investors is expected to increase certain tax attributes of GreenSky, Inc. These increases in tax basis are expected to increase (for tax purposes) depreciation and amortization deductions allocable to GreenSky, Inc. and, with the additional tax attributes, reduce the amount of tax that GreenSky, Inc. otherwise would be required to pay in the future. These increases in tax basis also may decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. We and GS Holdings will enter into a tax receivable agreement with the TRA Parties (the “Tax Receivable Agreement”), whereby GreenSky, Inc. will agree to pay those parties 85% of the amount of cash tax savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize as a result of these increases in tax basis, increases in basis from such payments and deemed interest deductions arising from such payments.

		Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering and our acquisition of the equity of the Former Corporate Investors, together with future exchanges of Holdco Units and Class B common stock as described above, would aggregate to approximately $ million over 15 years from the date of this offering based on an initial public offering price of $ per share of our Class A


		common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming all future exchanges would occur one year after this offering. Under such scenario, we would be required to pay approximately 85% of such amount, or approximately $ million, over the 15-year period from the date of this offering. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering, based on an initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $ million in the aggregate under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Registration Rights Agreement		We intend to enter into a registration rights agreement whereby, following this offering and the expiration of the related 180-day lock-up period, we may be required to register under the Securities Act the sale of shares of our Class A common stock (i) that may be issued to certain of the Continuing LLC Members upon exchange of their Holdco Units (with automatic cancellation of Class B common stock) and (ii) issued to the equity holders of the Former Corporate Investors in connection with the Reorganization Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Risk factors		Please read the section entitled “Risk Factors” for a discussion of certain factors you should carefully consider before deciding to invest in our Class A common stock.

Unless otherwise indicated or the context otherwise requires, the number of shares of Class A common stock outstanding and other information in this prospectus:

	•		assumes the effectiveness of our amended and restated certificate of incorporation and bylaws, which we will adopt prior to completion of this offering;
	•		assumes an initial public offering price of $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus;
	•		assumes that the underwriters do not exercise their option to purchase additional shares of Class A common stock from us;
	•		excludes shares of Class A common stock issuable upon the exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) that will be held by the Continuing LLC Members immediately following this offering;
	•		excludes shares of Class A common stock reserved as of the date of this prospectus for future issuance under our 2018 Omnibus Incentive Compensation Plan;
	•		excludes shares of Class A common stock issuable upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock), which are issuable upon exercise of warrants with a weighted-average exercise price of $ ; and
	•		excludes shares of Class A common stock issuable upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock), which are issuable upon exercise of options with a weighted-average exercise price of $ .

Summary Historical and Pro Forma Consolidated Financial Data

The following tables set forth summary historical consolidated financial and other data of GS Holdings at the dates and for the periods indicated. Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. In accordance with ASC 805, Business Combinations , the exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented. GS Holdings is considered our predecessor for accounting purposes, and its historical consolidated financial statements, which include the consolidated financial statements of GSLLC for periods prior to August 2017, will be our historical consolidated financial statements following this offering. The statements of operating data for the years ended December 31, 2017, 2016 and 2015, and balance sheet data as of December 31, 2017 and 2016, are derived from the audited consolidated financial statements of GS Holdings and related notes included elsewhere in this prospectus. The statements of operating data for the three months ended March 31, 2018 and 2017, and the balance sheet data as of March 31, 2018, are derived from the unaudited consolidated financial statements of GS Holdings and related notes included elsewhere in this prospectus. The unaudited consolidated financial statements of GS Holdings have been prepared on the same basis as the audited consolidated financial statements of GS Holdings and include all adjustments that we consider necessary for a fair statement of GS Holdings’ consolidated financial position and results of operations for all periods presented. The summary historical financial data of GreenSky, Inc. have not been presented because GreenSky, Inc. is a newly incorporated entity and has not engaged in any business or other activities except in connection with its formation and initial capitalization.

The summary unaudited pro forma consolidated statement of operations data for the fiscal year ended December 31, 2017 and the three months ended March 31, 2018 present our consolidated results of operations after giving pro forma effect to (i) the Reorganization Transactions and this offering, as described under “Organizational Structure,” as if such transactions occurred on January 1, 2017, (ii) the use of the estimated net proceeds to us from this offering, as described under “Use of Proceeds,” (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement,” and (iv) a provision for corporate income taxes on the income attributable to GreenSky, Inc. at an effective rate of %, inclusive of all United States federal, state and local income taxes. The summary unaudited pro forma consolidated balance sheet data as of March 31, 2018 present our consolidated financial position giving pro forma effect to (i) the Reorganization Transactions and this offering, as if such transactions occurred on March 31, 2018, (ii) the use of the estimated net proceeds from this offering, as described under “Use of Proceeds,” and (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect their impact, on a pro forma basis, on the historical financial information of GS Holdings. The summary unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of GreenSky, Inc. that would have occurred had GreenSky, Inc. been in existence or operated as a public company or otherwise during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial position had the described transactions occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

The following summary historical consolidated financial and other data are qualified in their entirety by reference to, and should be read in conjunction with, our audited consolidated financial statements and related notes, our unaudited consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and

Results of Operations,” “Selected Consolidated Financial Data,” “Unaudited Pro Forma Consolidated Financial Information” and other financial information included in this prospectus. Historical results included below and elsewhere in this prospectus are not necessarily indicative of our future performance, and the results for any interim period are not necessarily indicative of the operating results to be expected for the full fiscal year.


	Historical GS Holdings																				Pro Forma GreenSky, Inc.
	Year ended December 31,												Three months ended March 31,								Year ended December 31,		Three months ended March 31, 2018
	2017				2016				2015				2018				2017				2017
	(dollars in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue:
Transaction fees		$	278,958			$	228,446			$	152,678			$	70,940			$	54,921			$		$
Servicing and other			46,929				35,419				20,779				14,386				10,416

Total revenue			325,887				263,865				173,457				85,326				65,337
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145				36,506				36,130				23,299
Compensation and benefits			54,650				39,836				27,738				16,343				12,430
Sales and marketing			2,198				1,085				861				828				233
Property, office and technology			10,062				8,000				4,283				2,722				2,526
Depreciation and amortization			3,983				3,708				2,356				970				966
General and administrative			14,876				10,602				7,071				4,173				3,780
Related party expenses			4,811				1,678				1,536				583				511

Total costs and expenses			180,288				144,054				80,351				61,749				43,745

Operating profit			145,599				119,811				93,106				23,577				21,592
Other income/(expense), net
Interest income			5,180				7,302				1,912				1,320				936
Interest expense			(7,536	)			—				—				(5,591	)			(64	)
Other gains/(losses)			(4,575	)			(2,649	)			(1,199	)			(702	)			(453	)

Total other income/(expense), net			(6,931	)			4,653				713				(4,973	)			419

Income before income tax expense
Income tax expense

Net income		$	138,668			$	124,464			$	93,819			$	18,604			$	22,011			$		$

Net income attributable to noncontrolling interests
Net income attributable to participating interests			35,449				25,233				17,594				5,571				4,979

Net income attributable to Class A unit holders		$	103,219			$	99,231			$	76,225			$	13,033			$	17,032

Net income attributable to GreenSky, Inc.																						$		$

Per Share Data:
Pro forma weighted average shares of Class A common stock outstanding:
Basic																						$		$
Diluted																						$		$
Pro forma net income available to Class A common stock per share:
Basic																						$		$
Diluted																						$		$


	As of December 31,								As of March 31,
	2017				2016				2018
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash		$	224,614			$	185,243			$	277,501
Restricted cash			129,224				42,871				141,677
Loan receivables held for sale, net			73,606				41,268				67,291
Property, equipment and software, net			7,848				7,018				7,670
Total assets			462,889				302,205				521,326
Finance charge reversal liability			94,148				68,064				100,913
Term loan			338,263				—				388,555
Total liabilities			488,928				89,995				545,850
Total temporary equity			430,348				335,720				430,348
Total permanent equity (deficit)			(456,387	)			(123,510	)			(454,872	)

Non-GAAP Financial Measures

In addition to financial measures presented in accordance with United States generally accepted accounting principles (“GAAP”), we monitor Adjusted EBITDA, a non-GAAP measure, to manage our business, make planning decisions, evaluate our performance and allocate resources. We define “Adjusted EBITDA” as net income before interest expense, taxes, depreciation and amortization, adjusted to eliminate equity-based compensation and payments and certain non-cash and nonrecurring expenses.

We believe that Adjusted EBITDA is one of the key financial indicators of our business performance over the long term and provides useful information regarding whether cash provided by operating activities is sufficient to maintain and grow our business. We believe that this methodology for determining Adjusted EBITDA can provide useful supplemental information to help investors better understand the economics of our platform.

Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the analysis of other GAAP financial measures, such as net income. Some of the limitations of Adjusted EBITDA include:

	•		it does not reflect our future contractual commitments;
	•		it does not reflect the impact of working capital requirements; and
	•		it is not a universally consistent calculation, limiting its usefulness as a comparative measure.

Management compensates for the inherent limitations associated with using the measure of Adjusted EBITDA through disclosure of such limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, as presented below.


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
	(In thousands)
Net income		$	138,668		$	124,464		$	93,819		$	18,604		$	22,011
Interest expense			7,536			—			—			5,591			64
Tax expense ⁽¹⁾			309			281			187			66			72
Depreciation and amortization			3,983			3,708			2,356			970			966
Equity-related expense ⁽²⁾			4,253			2,288			1,094			1,005			694
Fair value change in servicing liabilities ⁽³⁾			2,071			—			—			116			—
Nonrecurring transaction expenses ⁽⁴⁾			2,612			—			—			1,123			—

Adjusted EBITDA		$	159,432		$	130,741		$	97,456		$	27,475		$	23,807

⁽¹⁾

Includes taxes in certain states related to our operations, as we did not incur any federal or state income taxes during these periods given our flow-through status. Tax expense is included within general and administrative expenses in our Consolidated Statements of Operations.

⁽²⁾

Includes equity-based compensation to employees and directors, as well as equity-based payments to non-employees.

⁽³⁾

Includes the non-cash impact of the initial recognition of servicing liabilities and subsequent fair value changes in such servicing liabilities during the periods presented. See Notes 1, 2 and 3 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional discussion of our servicing liabilities.

⁽⁴⁾

For 2017, includes one-time fees paid to an affiliate of one of the members of the board of managers in conjunction with the August 2017 term loan transaction. For the first three months of 2018, includes third party costs, such as legal and debt arrangement costs, in conjunction with the March 2018 term loan transaction. See Note 7 to the consolidated financial statements of GS Holdings included in this prospectus for additional discussion of our term loan transaction.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this prospectus, including the financial statements and notes to the financial statements included herein, before investing in our Class A common stock. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of our Class A common stock could decline, and you could lose part or all of your investment. Unless otherwise indicated, reference in this section and elsewhere in this prospectus to our business being adversely affected, negatively impacted or harmed will include an adverse effect on, or a negative impact or harm to, our business, reputation, financial condition, results of operations, revenue and future prospects. You should carefully consider the following risk factors in addition to the other information included in this prospectus, including in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to Our Business and the Consumer Financial Services Industry

Our agreements with our Bank Partners are non-exclusive, short-term in duration and subject to termination by our Bank Partners upon the occurrence of certain events, including our failure to comply with applicable regulatory requirements. If such agreements are terminated, and we are unable to replace the commitments of the terminating Bank Partners, our business would be adversely affected.

We rely on our Bank Partners to originate all of the loans made through the GreenSky program. Our four largest Bank Partners—SunTrust Bank, Regions Bank, Fifth Third Bank and Synovus Bank—provided approximately 89% of the commitments to originate loans as of March 31, 2018. We have entered into separate loan origination agreements and servicing agreements with each of our Bank Partners. The loan origination agreements generally contain customary termination provisions that allow our Bank Partners to terminate the agreement upon certain events including, among other things, our breach of the loan origination agreement or servicing agreement, underperformance of loan portfolios or regulatory requirements, and certain loan origination agreements, including loan origination agreements with certain of our largest Bank Partners, entitle the Bank Partner to terminate the agreement for convenience. Our servicing agreements with our Bank Partners generally contain customary termination provisions that allow our Bank Partners to terminate our servicing of loans under the agreement upon certain events including, among other things, our breach of the loan origination agreement or servicing agreement. If any of our largest Bank Partners were to terminate their agreements with us, it would have a material adverse effect on our business.

Our agreements with our Bank Partners generally have automatically renewable one-year terms. These agreements are non-exclusive and do not prohibit our Bank Partners from working with our competitors or from offering competing products, except that certain Bank Partners have agreed not to provide customer financing outside of the GreenSky program to our merchants and Sponsors during the term of their agreements with us and generally for one year after termination or expiration. As a result, any of our Bank Partners could with minimal notice decide that working with us is not in its interest, could offer us less favorable or unfavorable economic or other terms or could decide to enter into exclusive or more favorable relationships with one of our competitors. We also could have future disagreements or disputes with our Bank Partners, which could negatively affect or threaten our relationships with them.

Our Bank Partners also may terminate their agreements with us if we fail to comply with regulatory requirements applicable to them. We are a service provider to our Bank Partners, and, as a result, we are subject to audit by our Bank Partners in accordance with customary practice and applicable regulatory guidance related to management by banks of third-party vendors. We also are subject to the examination and enforcement authority of the federal banking agencies, including the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the Comptroller of the Currency, as a bank service company, and are subject to the examination and enforcement

authority of the Consumer Financial Protection Bureau (“CFPB”) as a service provider to a covered person under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). It is imperative that our Bank Partners continue to have confidence in our compliance efforts. Any substantial failure, or alleged or perceived failure, by us to comply with applicable regulatory requirements could cause them to be unwilling to originate loans through our program or could cause them to terminate their agreements with us. See “—Risks Related to Our Regulatory Environment.” If we are unsuccessful in maintaining our relationships with our Bank Partners for any of the foregoing reasons, or if we are unable to develop relationships with new Bank Partners, it would have a material adverse effect on our business and our ability to grow.

Our results of operations and continued growth depend on our ability to retain existing, and attract new, merchants and Bank Partners.

A substantial majority of our total revenue is generated from the transaction fees that we receive from our merchants and, to a lesser extent, servicing and other fees that we receive from our Bank Partners in connection with loans made by our Bank Partners to the customers of our merchants. Approximately 86% of our revenue in 2017, and approximately 83% of our total revenue for the three months ended March 31, 2018, was generated from transaction fees paid to us by our merchants. To attract and retain merchants, we market our program to them on the basis of a number of factors, including financing terms, the flexibility of promotional offerings, approval rates, speed and simplicity of loan origination, service levels, products and services, technological capabilities and integration, customer service, brand and reputation.

There is significant competition for our existing merchants. If we fail to retain any of our larger merchants or a substantial number of our smaller merchants, and we do not acquire new merchants of similar size and profitability, it would have a material adverse effect on our business and future growth. We have experienced some turnover in our merchants, as well as varying activation rates and volatility in usage of the GreenSky program by our merchants, and this may continue or even increase in the future. Program agreements generally are terminable by merchants at any time. Also, we generally do not have exclusive arrangements with our merchants, and they are free to use our competitors’ programs at any time and without notice to us. If a significant number of our existing merchants were to use other competing programs, thereby reducing their use of our program, it would have a material adverse effect on our business and results of operations.

Competition for new merchants also is significant, especially in industry verticals in which we do not have an established reputation, such as elective healthcare. As a result, our continued success and growth depend on our ability to attract new merchants, including in new verticals, and our failure to do so would limit our growth and our ability to continue generating revenue at current levels.

Our failure to retain existing, and attract and retain new, Bank Partners also would materially adversely affect our business and our ability to grow. We market our program to banks on the basis of the risk-adjusted yields available to them and geographic diversity of the loans that they are able to originate through the GreenSky program, as well as the absence of significant upfront and ongoing costs and the general attractiveness of the consumers that use the GreenSky program. Bank Partners have alternative sources for attractive, if not similar, loans, including internal loan generation, and they could elect to originate loans through those alternatives rather than through the GreenSky program.

Based upon current commitment levels, our four largest Bank Partners are SunTrust Bank, Regions Bank, Fifth Third Bank and Synovus Bank. As of March 31, 2018, they provided approximately 89% of the overall commitments to originate loans through our program. If any of our larger Bank Partners, or a substantial number of our smaller Bank Partners, were to suspend, limit or otherwise terminate their relationships with us, it would have a material adverse effect on our business. If we need to enter into arrangements with a different bank to replace one of our Bank Partners, we may not be able to negotiate a comparable alternative arrangement.

A large percentage of our revenue is concentrated with our top ten merchants, and the loss of a significant merchant could have a negative impact on our operating results.

Our top ten merchants (including certain groups of affiliated merchants) accounted for an aggregate of 30% of our total revenue in 2017 as well as in the three months ended March 31, 2018. The Home Depot is our most significant single merchant and represented approximately 6% of total revenue in 2017 and in the three months ended March 31, 2018. In addition, affiliates of Renewal by Andersen, our largest Sponsor, represented together approximately 19% of total revenue both in 2017 and in the three months ended March 31, 2018. Our agreement with Renewal by Andersen provides that Renewal by Andersen will promote the GreenSky program through notifying its dealers of the availability of the GreenSky program and providing them ancillary materials. Our agreement also provides that we will provide Renewal by Andersen a rebate if certain financing goals are met. Both parties have the right to terminate the agreement generally upon 90-days notice. If Renewal by Andersen terminates the agreement, Renewal by Andersen dealers would not be obligated to terminate their participation in the GreenSky program, although they could choose to do so. We expect to have significant concentration in our largest merchant relationships for the foreseeable future. In the event that (i) The Home Depot or one or more of our other significant merchants, or groups of merchants, or (ii) Renewal by Andersen or one or more of our other significant Sponsors, and their dealers, terminate their relationships with us, or elect to utilize an alternative source for financing, the number of loans originated through the GreenSky program would decline, which would materially adversely affect our business and, in turn, our revenue.

Our results depend, to a significant extent, on the active and effective promotion and support of the GreenSky program by our Sponsors and merchants.

Our success depends on the active and effective promotion of the GreenSky program by our Sponsors to their network of merchants and by our merchants to their customers. We rely on our Sponsors, including large franchisors within different home improvement industry sub-verticals, to promote the GreenSky program within their networks of merchants. Approximately two-thirds of our active merchants are affiliated with Sponsors. Although our Sponsors generally are under no obligation to promote the GreenSky program, many do so through direct mail, email campaigns and trade shows. The failure by our Sponsors to effectively promote and support the GreenSky program would have a material adverse effect on the rate at which we acquire new merchants and the cost thereof.

We also depend on our merchants, which generally accept most major credit cards and other forms of payment, to promote the GreenSky program, to integrate our platform and the GreenSky program into their business, and to educate their sales associates about the benefits of the GreenSky program so that their sales associates encourage customers to apply for and use our services. Our relationship with our merchants, however, generally is non-exclusive, and we do not have, or utilize, any recourse against merchants when they do not promote the GreenSky program. The failure by our merchants to effectively promote and support the GreenSky program would have a material adverse effect on our business.

If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur remediation costs.

Although our merchants are obligated to fulfill their contractual commitments to consumers and to comply with applicable law, from time to time they might not, or a consumer might allege that they did not. This, in turn, can result in claims against our Bank Partners and us or in loans being uncollectible. In those cases, we may decide that it is beneficial to remediate the situation, either through assisting the consumers to get a refund, working with our Bank Partners to modify the terms of the loan or reducing the amount due, making a payment to the consumer or otherwise. Historically, the cost of remediation has not been material to our business, but we make no assurance that it will not be in the future.

We have experienced rapid growth, which may be difficult to sustain and which may place significant demands on our operational, administrative and financial resources.

The number of loans originated through the GreenSky program grew from approximately 289,000 in 2015 to approximately 488,000 in 2017, and our total revenue grew from $173 million in 2015 to $326 million in 2017. Our rapid growth has caused significant demands on our operational, marketing, compliance and accounting infrastructure, and has resulted in increased expenses, which we expect to continue as we grow. In addition, we are required to continuously develop and adapt our systems and infrastructure in response to the increasing sophistication of the consumer finance market and regulatory developments relating to our existing and projected business activities and those of our Bank Partners. Our future growth will depend, among other things, on our ability to maintain an operating platform and management system sufficient to address our growth and will require us to incur significant additional expenses and to commit additional senior management and operational resources.

As a result of our growth, we face significant challenges in:

	•		securing commitments from our existing and new Bank Partners to provide loans to customers of our merchants;
	•		maintaining existing and developing new relationships with merchants and Sponsors;
	•		maintaining adequate financial, business and risk controls;
	•		implementing new or updated information and financial and risk controls and procedures;
	•		training, managing and appropriately sizing our workforce and other components of our business on a timely and cost-effective basis;
	•		navigating complex and evolving regulatory and competitive environments;
	•		securing funding (including credit facilities and/or equity capital) to maintain our operations and future growth;
	•		increasing the number of borrowers in, and the volume of loans facilitated through, the GreenSky program;
	•		expanding within existing markets;
	•		entering into new markets and introducing new solutions;
	•		continuing to revise our proprietary credit decisioning and scoring models;
	•		continuing to develop, maintain and scale our platform;
	•		effectively using limited personnel and technology resources;
	•		maintaining the security of our platform and the confidentiality of the information (including personally identifiable information) provided and utilized across our platform; and
	•		attracting, integrating and retaining an appropriate number of qualified employees.

We may not be able to manage our expanding operations effectively, and any failure to do so could adversely affect our ability to generate revenue and control our expenses.

If we experience negative publicity, we may lose the confidence of our Bank Partners, merchants and consumers who use the GreenSky program and our business may suffer.

Reputational risk, or the risk to us from negative publicity or public opinion, is inherent to our business. Recently, consumer financial services companies have been experiencing increased reputational harm as consumers and regulators take issue with certain of their practices and judgments, including, for example, fair lending, credit reporting accuracy, lending to members of the military, state licensing (for lenders, servicers and money transmitters) and debt collection. Maintaining a positive reputation is critical to our ability to attract and retain Bank Partners, merchants, consumers, investors and employees. Negative public opinion can arise from many sources, including actual or alleged misconduct, errors or improper business practices by employees, Bank Partners, merchants, outsourced service providers or other counterparties;

litigation or regulatory actions; failure by us, our Bank Partners, or merchants to meet minimum standards of service and quality; inadequate protection of consumer information; failure of merchants to adhere to the terms of their GreenSky program agreements or other contractual arrangements or standards; compliance failures; and media coverage, whether accurate or not. Negative public opinion can diminish the value of our brand and adversely affect our ability to attract and retain Bank Partners, merchants and consumers, as a result of which our results of operations may be materially harmed and we could be exposed to litigation and regulatory action.

We may be unable to successfully develop and commercialize new or enhanced products and services.

The consumer financial services industry is subject to rapid and significant changes in technologies, products and services. Our business is dependent upon technological advancement, such as our ability to process applications instantly, accept electronic signatures and provide other conveniences expected by borrowers and counterparties. We must ensure that our technology facilitates a consumer experience that is quick and easy and equals or exceeds the consumer experience provided by our competitors. Therefore, a key part of our financial success depends on our ability to develop and commercialize new products and services and enhancements to existing products and services, including with respect to mobile and point-of-sale technologies.

Realizing the benefit of such products and services is uncertain, and we may not assign the appropriate level of resources, priority or expertise to the development and commercialization of these new products, services or enhancements. Our ability to develop, acquire and commercialize competitive technologies, products and services on acceptable terms, or at all, may be limited by intellectual property rights that third parties, including competitors and potential competitors, may assert. In addition, our success is dependent on factors such as merchant and customer acceptance, adoption and usage, competition, the effectiveness of marketing programs, the availability of appropriate technologies and business processes and regulatory approvals. Success of a new product, service or enhancement also may depend upon our ability to deliver it on a large scale, which may require a significant investment.

We also could utilize and invest in technologies, products and services that ultimately do not achieve widespread adoption and, therefore, are not as attractive or useful to our merchants and their customers as we anticipate. Our merchants also may not recognize the value of new products and services or believe they justify any potential costs or disruptions associated with implementing them. Because our solution is typically marketed through our merchants, if our merchants are unwilling or unable to effectively implement or market new technologies, products, services or enhancements, we may be unable to grow our business. Competitors also may develop or adopt technologies or introduce innovations that change the markets they operate in and make our solution less competitive and attractive to our merchants and their customers. Moreover, we may not realize the benefit of new technologies, products, services or enhancements for many years, and competitors may introduce more compelling products, services or enhancements in the meantime.

Changes in market interest rates could have an adverse effect on our business.

The fixed interest rates charged on the loans that our Bank Partners originate are calculated based upon a margin above a market benchmark at the time of origination. Increases in the market benchmark would result in increases in the interest rates on new loans. Increased interest rates may adversely impact the spending levels of consumers and their ability and willingness to borrow money. Higher interest rates often lead to higher payment obligations, which may reduce the ability of customers to remain current on their obligations to our Bank Partners and, therefore, lead to increased delinquencies, defaults, customer bankruptcies and charge-offs, and decreasing recoveries, all of which could have an adverse effect on our business. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk.”

Increases in loan delinquencies and default rates in the GreenSky program could cause us to lose amounts we place in escrow and may require us to deploy resources to enhance our collections and default servicing capabilities, which could adversely affect our ability to maintain loan volumes.

Loans funded by our Bank Partners generally are not secured by collateral, are not guaranteed or insured by any third party and are not backed by any governmental authority in any way, which limits the ability of our Bank Partners to collect on loans if a borrower is unwilling or unable to repay. A borrower’s ability to repay can be negatively impacted by increases in the borrower’s payment obligations to other lenders under home, credit card and other loans; loss of employment or other sources of income; adverse health conditions; or for other reasons. Changes in a borrower’s ability to repay loans made by our Bank Partners also could result from increases in base lending rates or structured increases in payment obligations. While consumers using our platform to date have had high average credit scores, we may enter into new industry verticals in which consumers have lower average credit scores, leading to potentially higher rates of defaults.

Should delinquencies and default rates increase, we will need to expand our collections and default servicing capabilities, which will require skills and resources that we currently may not have. This will result in higher costs due to the time and effort required to collect payments from delinquent borrowers.

While we are not generally responsible for defaults by customers, we have agreed with each of our Bank Partners to fund an escrow in order to provide the Bank Partners limited protection against credit losses. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Components of Results of Operations—Operating Expenses.” If credit losses increase, we could lose a portion, or all, of these escrowed funds, which would have an adverse effect on our business.

Because the agreements we have with our Bank Partners are of short duration and because our Bank Partners generally may terminate their agreements or reduce their commitments to provide loans if credit losses increase, the overall volume of GreenSky program loans may decrease in the event of higher default rates. In addition, in certain limited circumstances, our Bank Partners may terminate the agreements under which we service their loan portfolios, in which case we will suffer a decrease in our revenues from loan servicing.

We own receivables for certain loans, and the non-performance, or even significant underperformance, of those receivables would adversely affect our business.

We hold some of the receivables underlying the loans originated by our Bank Partners, which we refer to as “R&D Receivables” and which are designated as loan receivables held for sale on our Consolidated Balance Sheets. As of March 31, 2018, we had $67.3 million in loan receivables held for sale, net. Generally, we hold R&D Receivables that we purchase from an originating Bank Partner with the intent to hold the loan receivables only for a short period of time before we can transfer the loan receivables to a Bank Partner following its adoption of a new credit policy. Our objective is to hold these receivables only until we have enough experience with the particular products or industry verticals for our Bank Partners to purchase the receivables. However, there is no assurance that our Bank Partners will expand their underwriting criteria and purchase the receivables underlying these loans and, during the period that we own the receivables, we bear the entire credit risk in the event that the borrowers default. In addition, we are obligated to purchase from our Bank Partners the receivables underlying any loans that were approved in error or otherwise involved customer or merchant fraud. Our ownership of receivables also requires us to commit or obtain corresponding funding. In addition, non-performance, or even significant underperformance, of the loan receivables held for sale that we own could have a materially adverse effect on our business.

We are subject to certain additional risks in connection with promotional financing offered through the GreenSky program.

Many of the loans originated by our Bank Partners provide promotional financing in the form of low or deferred interest. When a deferred interest loan is paid in full prior to the end of the promotional period (typically six to 24 months), any interest that has been billed on the loan by our Bank Partner to the consumer is reversed, which triggers an obligation on our part to make a payment to the Bank Partner that made the loan in order to fully offset the reversal (each event, a “finance charge reversal” or “FCR”). We record a finance charge reversal liability on our balance sheet for interest billed during the promotional period that is expected to be reversed prior to the end of such period. As of March 31, 2018, this liability totaled $100.9 million, up from $94.1 million as of December 31, 2017. See Notes 1 and 3 to the Consolidated Financial Statements of GS Holdings included in this prospectus. If the rate at which deferred interest loans are paid in full prior to the end of the promotional period increases, resulting in increased payments by us to our Bank Partners, it would adversely affect our business.

Further, deferred interest loans are subject to enhanced regulatory scrutiny as a result of abusive marketing practices by some lenders, and the CFPB has initiated enforcement actions against both lenders and servicers alleging that they have engaged in unfair, deceptive or abusive acts or practices because of lack of clarity in disclosures with respect to such loans. Such scrutiny could reduce the attractiveness to consumers of deferred interest loans or result in a general unwillingness on the part of our Bank Partners to make deferred interest loans. A reduction of deferred interest loans would adversely affect our business.

The loss of the services of our senior management could adversely affect our business.

The experience of our senior management, including, in particular, David Zalik, our Chief Executive Officer, is a valuable asset to us. Our management team has significant experience in the consumer loan business and would be difficult to replace. Competition for senior executives in our industry is intense, and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management team or other key personnel. Failure to retain talented senior leadership could have a material adverse effect on our business. We do not maintain key life insurance policies relating to our senior management.

Our vendor relationships subject us to a variety of risks, and the failure of third parties to comply with legal or regulatory requirements or to provide various services that are important to our operations could have an adverse effect on our business.

We have significant vendors that, among other things, provide us with financial, technology and other services to support our loan servicing and other activities, including, for example, credit ratings and reporting, cloud-based data storage and other IT solutions, and payment processing. The CFPB has issued guidance stating that institutions under its supervision may be held responsible for the actions of the companies with which they contract. Accordingly, we could be adversely impacted to the extent our vendors fail to comply with the legal requirements applicable to the particular products or services being offered.

In some cases, third-party vendors are the sole source, or one of a limited number of sources, of the services they provide to us. Most of our vendor agreements are terminable on little or no notice, and if our current vendors were to stop providing services to us on acceptable terms, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms (or at all). For example, we currently utilize a single third-party transaction processor, Comdata Network, Inc. (“Comdata”). If Comdata were to stop providing transaction processing services to us on acceptable terms, we would need to procure alternative transaction processing services from another third-party transaction processor in a timely and efficient manner and on acceptable terms. If any third-party vendor fails to provide the services we require, fails to meet contractual requirements (including compliance with applicable laws and regulations), fails to maintain adequate data privacy and electronic security systems, or suffers a cyber-attack or other security breach, we could be subject to CFPB, FTC and other regulatory enforcement actions and

suffer economic and reputational harm that could have a material adverse effect on our business. Further, we may incur significant costs to resolve any such disruptions in service, which could adversely affect our business.

Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.

Our business is subject to increased risks of litigation and regulatory actions as a result of a number of factors and from various sources, including as a result of the highly regulated nature of the financial services industry and the focus of state and federal enforcement agencies on the financial services industry.

In the ordinary course of business, we have been named as a defendant in various legal actions, including arbitrations, class actions and other litigation. Generally, this litigation arises from the dissatisfaction of a consumer with the products or services of a merchant; some of this litigation, however, has arisen from other matters, including claims of discrimination, credit reporting and collection practices. Certain of those actions include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. From time to time, we also are involved in, or the subject of, reviews, requests for information, investigations and proceedings (both formal and informal) by state and federal governmental agencies, including banking regulators and the CFPB, regarding our business activities and our qualifications to conduct our business in certain jurisdictions, which could subject us to significant fines, penalties, obligations to change our business practices and other requirements resulting in increased expenses and diminished earnings. Our involvement in any such matter also could cause significant harm to our reputation and divert management attention from the operation of our business, even if the matters are ultimately determined in our favor. We have in the past chosen to settle (and may in the future choose to settle) certain matters in order to avoid the time and expense of contesting them. Although none of the settlements has been material to our business, there is no assurance that, in the future, such settlements will not have a material adverse effect on our business. Moreover, any settlement, or any consent order or adverse judgment in connection with any formal or informal proceeding or investigation by a government agency, may prompt litigation or additional investigations or proceedings as other litigants or other government agencies begin independent reviews of the same activities.

In addition, a number of participants in the consumer finance industry have been the subject of putative class action lawsuits; state attorney general actions and other state regulatory actions; federal regulatory enforcement actions, including actions relating to alleged unfair, deceptive or abusive acts or practices; violations of state licensing and lending laws, including state usury laws; actions alleging discrimination on the basis of race, ethnicity, gender or other prohibited bases; and allegations of noncompliance with various state and federal laws and regulations relating to originating and servicing consumer finance loans. The current regulatory environment, increased regulatory compliance efforts and enhanced regulatory enforcement have resulted in significant operational and compliance costs and may prevent us from providing certain products and services. There is no assurance that these regulatory matters or other factors will not, in the future, affect how we conduct our business and, in turn, have a material adverse effect on our business. In particular, legal proceedings brought under state consumer protection statutes or under several of the various federal consumer financial services statutes subject to the jurisdiction of the CFPB may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages substantially in excess of the amounts we earned from the underlying activities.

We contest our liability and the amount of damages, as appropriate, in each pending matter. The outcome of pending and future matters could be material to our results of operations, financial condition and cash flows, and could materially adversely affect our business.

In addition, from time to time, through our operational and compliance controls, we identify compliance issues that require us to make operational changes and, depending on the nature of the

issue, result in financial remediation to impacted customers. These self-identified issues and voluntary remediation payments could be significant, depending on the issue and the number of customers impacted, and also could generate litigation or regulatory investigations that subject us to additional risk.

See “—Risks Related to Our Regulatory Environment.”

Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting “disparate impact” claims.

Antidiscrimination statutes, such as the Equal Credit Opportunity Act (the “ECOA”), prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments, including the U.S. Department of Justice (“DOJ”) and CFPB, take the position that these laws prohibit not only intentional discrimination, but also neutral practices that have a “disparate impact” on a group and that are not justified by a business necessity.

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. To the extent that the “disparate impact” theory continues to apply, we may face significant administrative burdens in attempting to identify and eliminate neutral practices that do have “disparate impact.” The ability to identify and eliminate neutral practices that have “disparate impact” is complicated by the fact that often it is our merchants, over which we have limited control, that implement our practices. In addition, we face the risk that one or more of the variables included in the GreenSky program’s loan decisioning model may be invalidated under the disparate impact test, which would require us to revise the loan decisioning model in a manner that might generate lower approval rates or higher credit losses.

In addition to reputational harm, violations of the ECOA can result in actual damages, punitive damages, injunctive or equitable relief, attorneys’ fees and civil money penalties.

Fraudulent activity could negatively impact our business and could cause our Bank Partners to be less willing to originate loans as part of the GreenSky program.

Fraud is prevalent in the financial services industry and is likely to increase as perpetrators become more sophisticated. We are subject to the risk of fraudulent activity associated with our merchants, their customers and third parties handling customer information. Our resources, technologies and fraud prevention tools may be insufficient to accurately detect and prevent fraud. The level of our fraud charge-offs could increase and our results of operations could be materially adversely affected if fraudulent activity were to significantly increase. High profile fraudulent activity also could negatively impact our brand and reputation, which could negatively impact the use of our services and products. In addition, significant increases in fraudulent activity could lead to regulatory intervention, which could increase our costs and also negatively impact our business.

Cyber-attacks and other security breaches could have an adverse effect on our business.

In the normal course of our business, we collect, process and retain sensitive and confidential information regarding our Bank Partners, our merchants and consumers. We also have arrangements in place with certain of our third-party service providers that require us to share consumer information. Although we devote significant resources and management focus to ensuring the integrity of our systems through information security and business continuity programs, our facilities and systems, and those of our Bank Partners, merchants and third-party service providers, are vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, and other similar events. We, our Bank Partners, our merchants and our third-party service providers have experienced all of these events in the past and expect to continue to experience them in the future. We also face security threats from malicious third parties that could obtain unauthorized access to our systems and networks, which threats we anticipate will continue to grow in scope and complexity over time. These events could interrupt our business or operations, result in significant legal and financial exposure,

supervisory liability, damage to our reputation and a loss of confidence in the security of our systems, products and services. Although the impact to date from these events has not had a material adverse effect on us, no assurance is given that this will be the case in the future.

Information security risks in the financial services industry have increased recently, in part because of new technologies, the use of the internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized criminals, perpetrators of fraud, hackers, terrorists and others. In addition to cyber-attacks and other security breaches involving the theft of sensitive and confidential information, hackers recently have engaged in attacks that are designed to disrupt key business services, such as consumer-facing websites. We may not be able to anticipate or implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently and because attacks can originate from a wide variety of sources. We employ detection and response mechanisms designed to contain and mitigate security incidents. Nonetheless, early detection efforts may be thwarted by sophisticated attacks and malware designed to avoid detection. We also may fail to detect the existence of a security breach related to the information of our Bank Partners, merchants and consumers that we retain as part of our business and may be unable to prevent unauthorized access to that information.

We also face risks related to cyber-attacks and other security breaches that typically involve the transmission of sensitive information regarding borrowers through various third parties, including our Bank Partners, our merchants and data processors. Some of these parties have in the past been the target of security breaches and cyber-attacks. Because we do not control these third parties or oversee the security of their systems, future security breaches or cyber-attacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for breaches or attacks relating to them. While we regularly conduct security assessments of significant third-party service providers, no assurance is given that our third-party information security protocols are sufficient to withstand a cyber-attack or other security breach.

The access by unauthorized persons to, or the improper disclosure by us of, confidential information regarding GreenSky program customers or our own proprietary information, software, methodologies and business secrets could interrupt our business or operations, result in significant legal and financial exposure, supervisory liability, damage to our reputation or a loss of confidence in the security of our systems, products and services, all of which could have a material adverse impact on our business. In addition, there recently have been a number of well-publicized attacks or breaches affecting companies in the financial services industry that have heightened concern by consumers, which could also intensify regulatory focus, cause users to lose trust in the security of the industry in general and result in reduced use of our services and increased costs, all of which could also have a material adverse effect on our business.

Disruptions in the operation of our computer systems and third-party data centers could have an adverse effect on our business.

Our ability to deliver products and services to our Bank Partners and merchants, service loans made by our Bank Partners and otherwise operate our business and comply with applicable laws depends on the efficient and uninterrupted operation of our computer systems and third-party data centers, as well as those of our Bank Partners, merchants and third-party service providers.

These computer systems and third-party data centers may encounter service interruptions at any time due to system or software failure, natural disasters, severe weather conditions, health pandemics, terrorist attacks, cyber-attacks or other events. Any of such catastrophes could have a negative effect on our business and technology infrastructure (including our computer network systems), on our Bank Partners and merchants and on consumers. Catastrophic events also could prevent or make it more difficult for customers to travel to our merchants’ locations to shop, thereby negatively impacting consumer spending in the affected regions (or in severe cases, nationally), and could interrupt or disable local or national communications networks, including the payment systems

network, which could prevent customers from making purchases or payments (temporarily or over an extended period). These events also could impair the ability of third parties to provide critical services to us. All of these adverse effects of catastrophic events could result in a decrease in the use of our solution and payments to us, which could have a material adverse effect on our business.

In addition, the implementation of technology changes and upgrades to maintain current and integrate new systems may cause service interruptions, transaction processing errors or system conversion delays and may cause us to fail to comply with applicable laws, all of which could have a material adverse effect on our business. We expect that new technologies and business processes applicable to the consumer financial services industry will continue to emerge and that these new technologies and business processes may be better than those we currently use. There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. A failure to maintain and/or improve current technology and business processes could cause disruptions in our operations or cause our solution to be less competitive, all of which could have a material adverse effect on our business.

If the credit decisioning and scoring models we use contain errors or are otherwise ineffective, our reputation and relationships with our Bank Partners, our merchants and consumers could be harmed.

Our ability to attract consumers to the GreenSky program, and to build trust in the consumer loan products offered through the GreenSky program, is significantly dependent on our ability to effectively evaluate a consumer’s credit profile and likelihood of default in accordance with our Bank Partners’ underwriting policies. To conduct this evaluation, we use proprietary credit decisioning and scoring models. If any of the credit decisioning and scoring models we use contains programming or other errors, is ineffective or the data provided by consumers or third parties is incorrect or stale, or if we are unable to obtain accurate data from consumers or third parties (such as credit reporting agencies), our loan pricing and approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect approvals or denials of loans and possibly our having to repurchase the loan. This could damage our reputation and relationships with consumers, our Bank Partners and our merchants, which could have a material adverse effect on our business.

We depend on the accuracy and completeness of information about customers of our merchants, and any misrepresented information could adversely affect our business.

In evaluating loan applicants, we rely on information furnished to us by or on behalf of customers of our merchants, including credit, identification, employment and other relevant information. Some of the information regarding customers provided to us is used in our proprietary credit decisioning and scoring models, which we use to determine whether an application meets the applicable underwriting criteria. We rely on the accuracy and completeness of that information.

Not all customer information is independently verified. As a result, we rely on the accuracy and completeness of the information we are provided by consumers. If any of the information that is considered in the loan review process is inaccurate, whether intentional or not, and such inaccuracy is not detected prior to loan funding, the loan may have a greater risk of default than expected. Additionally, there is a risk that, following the date of the credit report that we obtain and review, a customer may have defaulted on, or become delinquent in the payment of, a pre-existing debt obligation, taken on additional debt, lost his or her job or other sources of income, or experienced other adverse financial events. Where an inaccuracy constitutes fraud or otherwise causes us to incorrectly conclude that a loan meets the applicable underwriting criteria, we generally bear the risk of loss associated with the inaccuracy. Any significant increase in inaccuracies or resulting increases in losses would adversely affect our business.

We rely extensively on models in managing many aspects of our business. Any inaccuracies or errors in our models could have an adverse effect on our business .

In assisting our Bank Partners and merchants with the design of the products that are offered on our platform, we make assumptions about various matters, including repayment timing and default rates, and then utilize our proprietary modeling to analyze and forecast the performance and profitability of the products. Our assumptions may be inaccurate and our models may not be as predictive as expected for many reasons, including that they often involve matters that are inherently difficult to predict and beyond our control (e.g., macroeconomic conditions) and that they often involve complex interactions between a number of dependent and independent variables and factors. Any significant inaccuracies or errors in our assumptions could impact the profitability of the products to our Bank Partners, as well as the profitability of our business, could result in our underestimating potential FCRs.

If assumptions or estimates we use in preparing our financial statements are incorrect or are required to change, our reported results of operations and financial condition may be adversely affected.

We are required to make various assumptions and estimates in preparing our financial statements under GAAP, including for purposes of determining finance charge reversals, share-based compensation, asset impairment, reserves related to litigation and other legal matters, and other regulatory exposures and the amounts recorded for certain contractual payments to be paid to, or received from, our merchants and others under contractual arrangements. In addition, significant assumptions and estimates are involved in determining certain disclosures required under GAAP, including those involving fair value measurements. If the assumptions or estimates underlying our financial statements are incorrect, the actual amounts realized on transactions and balances subject to those estimates will be different, which could have a material adverse effect on our business. For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see Notes 1, 3 and 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

The consumer finance and payments industry is highly competitive and is likely to become more competitive, and our inability to compete successfully or maintain or improve our market share and margins could adversely affect our business.

Our success depends on our ability to generate usage of the GreenSky program. The consumer financial services industry is highly competitive and increasingly dynamic as emerging technologies continue to enter the marketplace. Technological advances and heightened e-commerce activities have increased consumers’ accessibility to products and services, which has intensified the desirability of offering loans to consumers through digital-based solutions. In addition, because many of our competitors are large financial institutions that own the loans that they originate, they have certain revenue opportunities not available to us. We face competition in areas such as compliance capabilities, financing terms, promotional offerings, fees, approval rates, speed and simplicity of loan origination, ease-of-use, marketing expertise, service levels, products and services, technological capabilities and integration, customer service, brand and reputation. Many of our competitors are substantially larger than we are, which may give those competitors advantages we do not have, such as a more diversified product and customer base, the ability to reach more customers and potential customers, operational efficiencies, more versatile technology platforms, broad-based local distribution capabilities, and lower-cost funding. Commercial banks and savings institutions also may have significantly greater access to consumers given their deposit-taking and other services. In addition, because many of our competitors are large financial institutions that own the loans that they originate, they also have certain revenue opportunities not available to us.

Our existing and potential competitors may decide to modify their pricing and business models to compete more directly with our model. Any reduction in usage of the GreenSky program, or a reduction in the lifetime profitability of loans under the GreenSky program in an effort to attract or

retain business, could reduce our revenues and earnings. If we are unable to compete effectively for merchants and customer usage, our business could be materially adversely affected.

Our revenue is impacted, to a significant extent, by the general economy and the financial performance of our merchants.

Our business, the consumer financial services industry and our merchants’ businesses are sensitive to macroeconomic conditions. Economic factors such as interest rates, changes in monetary and related policies, market volatility, consumer confidence and unemployment rates are among the most significant factors that impact consumer spending behavior. Weak economic conditions or a significant deterioration in economic conditions reduce the amount of disposable income consumers have, which in turn reduces consumer spending and the willingness of qualified borrowers to take out loans. Such conditions are also likely to affect the ability and willingness of borrowers to pay amounts owed to our Bank Partners, each of which would have a material adverse effect on our business.

The generation of new loans through the GreenSky program, and the transaction fees and other fee income to us associated with such loans, is dependent upon sales of products and services by our merchants. Our merchants’ sales may decrease or fail to increase as a result of factors outside of their control, such as the macroeconomic conditions referenced above, or business conditions affecting a particular merchant, industry vertical or region. Weak economic conditions also could extend the length of our merchants’ sales cycle and cause customers to delay making (or not make) purchases of our merchants’ products and services. The decline of sales by our merchants for any reason will generally result in lower credit sales and, therefore, lower loan volume and associated fee income for us. This risk is particularly acute with respect to our largest merchants that account for a significant amount of our platform revenue.

In addition, if a merchant closes some or all of its locations or becomes subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become subject to a bankruptcy proceeding), GreenSky program borrowers may have less incentive to pay their outstanding balances to our Bank Partners, which could result in higher charge-off rates than anticipated. Moreover, if the financial condition of a merchant deteriorates significantly or a merchant becomes subject to a bankruptcy proceeding, we may not be able to recover amounts due to us from the merchant.

Because our business is heavily concentrated on consumer lending and payments in the U.S. home improvement industry, our results are more susceptible to fluctuations in that market than the results of a more diversified company would be.

Even though we recently expanded into the elective healthcare industry vertical and may continue expanding our services into other industry verticals, our business currently is heavily concentrated on consumer lending in the home improvement industry. As a result, we are more susceptible to fluctuations and risks particular to U.S. consumer credit, real estate and home improvements than a more diversified company would be as well as to factors that may drive the demand for home improvements, such as sales levels of existing homes and the aging of housing stock. We also are more susceptible to the risks of increased regulations and legal and other regulatory actions that are targeted at consumer credit, the specific consumer credit products that our Bank Partners offer (including promotional financing), real estate and home improvements. Our business concentration could have an adverse effect on our business.

We are, and intend in the future to continue, expanding into new industry verticals, including elective healthcare, and our failure to comply with applicable regulations, or accurately predict demand or growth, in those new industries could have an adverse effect on our business.

We recently expanded into the elective healthcare industry vertical, which involves consumer financing for elective medical procedures and products. Elective healthcare providers include

doctors’ and dentists’ offices, outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction, bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid devices. We make no assurance that we will achieve similar levels of success, if any, in this industry vertical, or that we will not face unanticipated challenges in our ability to offer our program in this industry vertical. In addition, the elective healthcare industry vertical is highly regulated and we, our merchants and our Bank Partners, as applicable, will be subject to significant additional regulatory requirements, including various healthcare and privacy laws. We have limited experience in managing these risks and the compliance requirements attendant to these additional regulatory requirements. See “—Risks Related to Our Regulatory Environment—The increased scrutiny of third-party medical financing by governmental agencies may lead to increased regulatory burdens and adversely affect our consolidated revenue or results of operations.” The costs of compliance and any failure by us, our merchants or our Bank Partners, as applicable, to comply with such regulatory requirements could have a material adverse effect on our business.

We may in the future further expand into other industry verticals. There is no assurance that we will be able to successfully develop consumer financing products and services for these new industries. Our investment of resources to develop consumer financing products and services for the new industries we enter may either be insufficient or result in expenses that are excessive in light of loans actually originated by our Bank Partners in those industries. Additionally, industry participants, including our merchants, their customers and our Bank Partners, may not be receptive to our solution in these new industries. The borrower profile of consumers in new verticals may not be as attractive, in terms of average FICO scores or other attributes, as in our current verticals, which may lead to higher levels of delinquencies or defaults than we have historically experienced. Industries change rapidly, and we make no assurance that we will be able to accurately forecast demand (or the lack thereof) for our solution or that those industries will grow. Failure to predict demand or growth accurately in new industries could have a materially adverse impact on our business.

Our business would suffer if we fail to attract and retain highly skilled employees.

Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization, particularly information technology and sales. Trained and experienced personnel are in high demand and may be in short supply. Many of the companies with which we compete for experienced employees have greater resources than we do and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors that may seek to recruit them. We may not be able to attract, develop and maintain the skilled workforce necessary to operate our business, and labor expenses may increase as a result of a shortage in the supply of qualified personnel.

The Credit Agreement that governs our term loan and revolving loan facility contains various covenants that could limit our ability to engage in activities that may be in our best long-term interests.

We have a term loan and revolving loan facility that we may draw on to finance our operations and for other corporate purposes. The Credit Agreement contains operating covenants, including customary limitations on the incurrence of certain indebtedness and liens, restrictions on certain intercompany transactions and limitations on dividends and stock repurchases. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under the Credit Agreement and any future financial agreements into which we may enter. If we default on our credit obligations, our lenders may require repayment of any outstanding debt and terminate the Credit Agreement.

If any of these events occurs, our ability to fund our operations could be seriously harmed. If not waived, defaults could cause any outstanding indebtedness under our Credit Agreement and any future financing agreements that we may enter into to become immediately due and payable.

For more information on our term loan and revolving loan facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term loan and revolving loan facility” and Note 7 to the consolidated financial statements of GS Holdings included in this prospectus.

We may be unable to sufficiently protect our proprietary rights and may encounter disputes from time to time relating to our use of the intellectual property of third parties.

We rely on a combination of trademarks, service marks, copyrights, trade secrets, domain names and agreements with employees and third parties to protect our proprietary rights. In 2014, we submitted a patent application relating to our mobile application process and credit decisioning model, which application is currently pending. There is no assurance that our patent application will be granted. We have trademark and service mark registrations and pending applications for additional registrations in the United States. We also own the domain name rights for greensky.com, as well as other words and phrases important to our business. Nonetheless, third parties may challenge, invalidate or circumvent our intellectual property, and our intellectual property may not be sufficient to provide us with a competitive advantage.

Despite our efforts to protect these rights, unauthorized third parties may attempt to duplicate or copy the proprietary aspects of our technology and processes. Our competitors and other third parties independently may design around or develop similar technology or otherwise duplicate our services or products such that we could not assert our intellectual property rights against them. In addition, our contractual arrangements may not effectively prevent disclosure of our intellectual property and confidential and proprietary information or provide an adequate remedy in the event of an unauthorized disclosure. Measures in place may not prevent misappropriation or infringement of our intellectual property or proprietary information and the resulting loss of competitive advantage, and we may be required to litigate to protect our intellectual property and proprietary information from misappropriation or infringement by others, which is expensive, could cause a diversion of resources and may not be successful.

We also may encounter disputes from time to time concerning intellectual property rights of others, and we may not prevail in these disputes. Third parties may raise claims against us alleging that we, or consultants or other third parties retained or indemnified by us, infringe on their intellectual property rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid all alleged violations of such intellectual property rights. Given the complex, rapidly changing and competitive technological and business environment in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, an assertion of an infringement claim against us may cause us to spend significant amounts to defend the claim, even if we ultimately prevail, pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property (temporarily or permanently), cease offering certain products or services, or incur significant license, royalty or technology development expenses.

Moreover, it has become common in recent years for individuals and groups to purchase intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies such as ours. Even in instances where we believe that claims and allegations of intellectual property infringement against us are without merit, defending against such claims is time consuming and expensive and could result in the diversion of time and attention of our management and employees. In addition, although in some cases a third party may have agreed to indemnify us for such costs, such indemnifying party may refuse or be unable to uphold its contractual obligations. In other cases, our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay monetary damages, which may be significant.

Our risk management processes and procedures may not be effective.

Our risk management processes and procedures seek to appropriately balance risk and return and mitigate our risks. We have established processes and procedures intended to identify,

measure, monitor and control the types of risk to which we and our Bank Partners are subject, including credit risk, market risk, liquidity risk, strategic risk and operational risk. Credit risk is the risk of loss that arises when an obligor fails to meet the terms of an obligation. While our exposure to the direct economic cost of consumer credit risk is limited because, with the exception of R&D Receivables and other loans for which we purchase the receivables, we do not hold the loans or the receivables underlying the loans that our Bank Partners originate, we are exposed to consumer credit risk in the form of both our finance charge reversal liability and our limited escrow requirement, as well as our ability to maintain relationships with our existing Bank Partners and recruit new bank partners. Market risk is the risk of loss due to changes in external market factors such as interest rates. Liquidity risk is the risk that financial condition or overall safety and soundness are adversely affected by an inability, or perceived inability, to meet obligations and support business growth. Strategic risk is the risk from changes in the business environment, improper implementation of decisions or inadequate responsiveness to changes in the business environment. Operational risk is the risk of loss arising from inadequate or failed processes, people or systems, external events (e.g., natural disasters), compliance, reputational or legal matters and includes those risks as they relate directly to us as well as to third parties with whom we contract or otherwise do business.

Management of our risks depends, in part, upon the use of analytical and forecasting models. If these models are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected. In addition, the information we use in managing our credit and other risks may be inaccurate or incomplete as a result of error or fraud, both of which may be difficult to detect and avoid. There also may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, including when processes are changed or new products and services are introduced. If our risk management framework does not effectively identify and control our risks, we could suffer unexpected losses or be adversely affected, which could have a material adverse effect on our business.

Some aspects of our platform include open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect our business.

Aspects of our platform include software covered by open source licenses. The terms of various open source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our platform. If portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all or a portion of our technologies or otherwise be limited in the licensing of our technologies, each of which could reduce or eliminate the value of our technologies and loan products. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software because open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with the use of open source software cannot be eliminated and could adversely affect our business.

To the extent that we seek to grow through future acquisitions, or other strategic investments or alliances, we may not be able to do so effectively.

We may in the future seek to grow our business by exploring potential acquisitions or other strategic investments or alliances. We may not be successful in identifying businesses or opportunities that meet our acquisition or expansion criteria. In addition, even if a potential acquisition target or other strategic investment is identified, we may not be successful in completing such acquisition or integrating such new business or other investment. We may face significant competition for acquisition and other strategic investment opportunities from other well-capitalized companies, many of which have greater financial resources and greater access to debt and equity capital to secure and complete acquisitions or other strategic investments, than we do. As a result

of such competition, we may be unable to acquire certain assets or businesses, or take advantage of other strategic investment opportunities that we deem attractive; the purchase price for a given strategic opportunity may be significantly elevated; or certain other terms or circumstances may be substantially more onerous. Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate any such acquisition, or other strategic investment, opportunity could impede our growth.

There is no assurance that we will be able to manage our expanding operations effectively or that we will be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses. Furthermore, we may be responsible for any legacy liabilities of businesses we acquire or be subject to additional liability in connection with other strategic investments. The existence or amount of these liabilities may not be known at the time of acquisition, or other strategic investment, and may have a material adverse effect on our business.

The effect of comprehensive U.S. tax reform legislation or challenges to our tax positions could adversely affect our business.

We operate in multiple jurisdictions and are subject to tax laws and regulations of the United States federal, state and local governments. United States federal, state and local tax laws and regulations are complex and subject to varying interpretations. There is no assurance that our tax positions will not be successfully challenged by relevant tax authorities.

In addition, on December 22, 2017, President Trump signed into law the Tax Cuts and Jobs Act (H.R. 1) (the “Tax Act”). Among a number of significant changes to the U.S. federal income tax rules, the Tax Act reduces the marginal U.S. corporate income tax rate from 35% to 21%, limits the deduction for net interest expense, and shifts the United States toward a more territorial tax system. While our analysis of the Tax Act’s impact on our cash tax liability and financial condition has not identified any overall material adverse effect, we are still evaluating the effects of the Tax Act on us and there are a number of uncertainties and ambiguities as to the interpretation and application of many of the provisions in the Tax Act. In the absence of guidance on these issues, we will use what we believe are reasonable interpretations and assumptions in interpreting and applying the Tax Act for purposes of determining our cash tax liabilities and results of operations, which may change as we receive additional clarification and implementation guidance and as the interpretation of the Tax Act evolves over time. It is possible that the Internal Revenue Service (“IRS”) could issue subsequent guidance or take positions on audit that differ from the interpretations and assumptions that we previously made, which could have a material adverse effect on our cash tax liabilities, results of operations and financial condition, or an indirect effect on our business through its impact on our Bank Partners, merchants and consumers. You are urged to consult your tax adviser regarding the implications of the Tax Act.

Future changes in financial accounting standards may significantly change our reported results of operations.

GAAP is subject to standard setting or interpretation by the Financial Accounting Standards Board (“FASB”), the PCAOB, the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could affect the reporting of transactions completed before the announcement of a change.

Additionally, our assumptions, estimates and judgments related to complex accounting matters could significantly affect our financial results. GAAP and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business, including revenue recognition, finance charge reversals, and share-based compensation are highly complex and involve subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation or changes in underlying assumptions, estimates or judgments by us (i) could require us to make changes to our accounting systems that could increase our operating costs and (ii) could significantly change our reported or expected financial performance.

Risks Related to Our Regulatory Environment

We are subject to federal and state consumer protection laws.

In connection with our administration of the GreenSky program, we must comply with various regulatory regimes, including those applicable to consumer credit transactions, various aspects of which are untested as applied to our business model. The laws to which we are or may be subject include:

	•		state laws and regulations that impose requirements related to loan disclosures and terms, credit discrimination, credit reporting, money transmission, debt servicing and collection and unfair or deceptive business practices;
	•		the Truth-in-Lending Act and Regulation Z promulgated thereunder, and similar state laws, which require certain disclosures to borrowers regarding the terms and conditions of their loans and credit transactions;
	•		Section 5 of the Federal Trade Commission Act, which prohibits unfair and deceptive acts or practices in or affecting commerce, and Section 1031 of the Dodd-Frank Act, which prohibits unfair, deceptive or abusive acts or practices (“UDAAP”) in connection with any consumer financial product or service;
	•		the ECOA and Regulation B promulgated thereunder, which prohibit creditors from discriminating against credit applicants on the basis of race, color, sex, age, religion, national origin, marital status, the fact that all or part of the applicant’s income derives from any public assistance program or the fact that the applicant has in good faith exercised any right under the Federal Consumer Credit Protection Act or any applicable state law;
	•		the Fair Credit Reporting Act (the “FCRA”), as amended by the Fair and Accurate Credit Transactions Act, which promotes the accuracy, fairness and privacy of information in the files of consumer reporting agencies;
	•		the Fair Debt Collection Practices Act, the Telephone Consumer Protection Act, as well as state debt collection laws, all of which provide guidelines and limitations concerning the conduct of third-party debt collectors in connection with the collection of consumer debts;
	•		the Gramm-Leach-Bliley Act (the “GLBA”), which includes limitations on disclosure of nonpublic personal information by financial institutions about a consumer to nonaffiliated third parties, in certain circumstances requires financial institutions to limit the use and further disclosure of nonpublic personal information by nonaffiliated third parties to whom they disclose such information and requires financial institutions to disclose certain privacy policies and practices with respect to information sharing with affiliated and nonaffiliated entities as well as to safeguard personal customer information, and other privacy laws and regulations;
	•		the Bankruptcy Code, which limits the extent to which creditors may seek to enforce debts against parties who have filed for bankruptcy protection;
	•		the Servicemembers Civil Relief Act (the “SCRA”), which allows active duty military members to suspend or postpone certain civil obligations so that the military member can devote his or her full attention to military duties;
	•		the Electronic Fund Transfer Act and Regulation E promulgated thereunder, which provide disclosure requirements, guidelines and restrictions on the electronic transfer of funds from consumers’ bank accounts;
	•		the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures; and
	•		the Bank Secrecy Act, which relates to compliance with anti-money laundering, customer due diligence and record-keeping policies and procedures.

While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance is given that our compliance policies and procedures will be effective. Failure to comply with these laws and with regulatory requirements applicable to our

business could subject us to damages, revocation of licenses, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm our business.

Our industry is highly regulated and is undergoing regulatory transformation, which has created inherent uncertainty. Changing federal, state and local laws, as well as changing regulatory enforcement policies and priorities, may negatively impact our business.

In connection with our administration of the GreenSky program, we are subject to extensive regulation, supervision and examination under United States federal and state laws and regulations. We are required to comply with numerous federal, state and local laws and regulations that regulate, among other things, the manner in which we administer the GreenSky program, the terms of the loans that our Bank Partners originate and the fees that we may charge. A material or continued failure to comply with any of these laws or regulations could subject us to lawsuits or governmental actions and/or damage our reputation, which could materially adversely affect our business. Regulators, including the CFPB, have broad discretion with respect to the interpretation, implementation and enforcement of these laws and regulations, including through enforcement actions that could subject us to civil money penalties, customer remediations, increased compliance costs, and limits or prohibitions on our ability to offer certain products and services or to engage in certain activities. In addition, to the extent that we undertake actions requiring regulatory approval or non-objection, regulators may make their approval or non-objection subject to conditions or restrictions that could have a material adverse effect on our business. Moreover, some of our competitors are subject to different, and in some cases less restrictive, legislative and regulatory regimes, which may have the effect of providing them with a competitive advantage over us.

Additionally, federal, state and local governments and regulatory agencies have proposed or enacted numerous new laws, regulations and rules related to personal loans. Federal and state regulators also are enforcing existing laws, regulations and rules more aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. Consumer finance regulation is constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse impact on our ability to operate as we currently intend.

These regulatory changes and uncertainties make our business planning more difficult and could result in changes to our business model and potentially adversely impact our results of operations. New laws or regulations also require us to incur significant expenses to ensure compliance. As compared to our competitors, we could be subject to more stringent state or local regulations or could incur marginally greater compliance costs as a result of regulatory changes. In addition, our failure to comply (or to ensure that our agents and third-party service providers comply) with these laws or regulations may result in costly litigation or enforcement actions, the penalties for which could include: revocation of licenses; fines and other monetary penalties; civil and criminal liability; substantially reduced payments by borrowers; modification of the original terms of loans, permanent forgiveness of debt, or inability to, directly or indirectly, collect all or a part of the principal of or interest on loans; and increased purchases of receivables underlying loans originated by our Bank Partners and indemnification claims.

Proposals to change the statutes affecting financial services companies are frequently introduced in Congress and state legislatures that, if enacted, may affect our operating environment in substantial and unpredictable ways. In addition, numerous federal and state regulators have the authority to promulgate or change regulations that could have a similar effect on our operating environment. We cannot determine with any degree of certainty whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal or state regulators, would have upon our business.

With respect to state regulation, although we seek to comply with applicable state loan, loan broker, loan originator, servicing, debt collection, money transmitter and similar statutes in all U.S. jurisdictions, and with licensing and other requirements that we believe may be applicable to us, if we are found to not have complied with applicable laws, we could lose one or more of our licenses

or authorizations or face other sanctions or penalties or be required to obtain a license in one or more such jurisdictions, which may have an adverse effect on our ability to make the GreenSky program available to borrowers in particular states and, thus, adversely impact our business.

We also are subject to potential enforcement and other actions that may be brought by state attorneys general or other state enforcement authorities and other governmental agencies. Any such actions could subject us to civil money penalties and fines, customer remediations and increased compliance costs, as well as damage our reputation and brand and limit or prohibit our ability to offer certain products and services or engage in certain business practices.

New laws, regulations, policy or changes in enforcement of existing laws or regulations applicable to our business, or our reexamination of our current practices, could adversely impact our profitability, limit our ability to continue existing or pursue new business activities, require us to change certain of our business practices or alter our relationships with GreenSky program customers, affect retention of our key personnel, or expose us to additional costs (including increased compliance costs and/or customer remediation). These changes also may require us to invest significant resources, and devote significant management attention, to make any necessary changes and could adversely affect our business.

The highly regulated environment in which our Bank Partners operate could have an adverse effect on our business.

Our Bank Partners are subject to federal and state supervision and regulation. Federal regulation of the banking industry, along with tax and accounting laws, regulations, rules and standards, may limit their operations significantly and control the methods by which they conduct business. In addition, compliance with laws and regulations can be difficult and costly, and changes to laws and regulations can impose additional compliance requirements. For example, the Dodd-Frank Act imposes significant regulatory and compliance changes on financial institutions. Regulatory requirements affect our Bank Partners’ lending practices and investment practices, among other aspects of their businesses, and restrict transactions between us and our Bank Partners. These requirements may constrain the operations of our Bank Partners, and the adoption of new laws and changes to, or repeal of, existing laws may have a further impact on our business.

In choosing whether and how to conduct business with us, current and prospective Bank Partners can be expected to take into account the legal, regulatory and supervisory regime that applies to them, including potential changes in the application or interpretation of regulatory standards, licensing requirements or supervisory expectations. Regulators may elect to alter standards or the interpretation of the standards used to measure regulatory compliance or to determine the adequacy of liquidity, certain risk management or other operational practices for financial services companies in a manner that impacts our Bank Partners. Furthermore, the regulatory agencies have extremely broad discretion in their interpretation of the regulations and laws and their interpretation of the quality of our Bank Partners’ loan portfolios and other assets. If any regulatory agency’s assessment of the quality of our Bank Partners’ assets, operations, lending practices, investment practices or other aspects of their business changes, it may materially reduce our Bank Partners’ earnings, capital ratios and share price in such a way that affects our business.

Bank holding companies and financial institutions are extensively regulated and currently face an uncertain regulatory environment. Applicable state and federal laws, regulations, interpretations, including licensing laws and regulations, enforcement policies and accounting principles have been subject to significant changes in recent years, and may be subject to significant future changes. We cannot predict with any degree of certainty the substance or effect of pending or future legislation or regulation or the application of laws and regulations to our Bank Partners. Future changes may have a material adverse effect on our Bank Partners and, therefore, on us.

We are subject to regulatory examinations and investigations and may incur fines, penalties and increased costs that could negatively impact our business.

Federal and state agencies have broad enforcement powers over us, including powers to investigate our business practices and broad discretion to deem particular practices unfair, deceptive, abusive or otherwise not in accordance with the law. The continued focus of regulators on the consumer financial services industry has resulted, and could continue to result, in new enforcement actions that could, directly or indirectly, affect the manner in which we conduct our business and increase the costs of defending and settling any such matters, which could negatively impact our business. In some cases, regardless of fault, it may be less time-consuming or costly to settle these matters, which may require us to implement certain changes to our business practices, provide remediation to certain individuals or make a settlement payment to a given party or regulatory body. We have in the past chosen to settle certain matters in order to avoid the time and expense of contesting them. There is no assurance that any future settlements will not have a material adverse effect on our business.

In addition, the laws and regulations applicable to us are subject to administrative or judicial interpretation. Some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may be interpreted infrequently. As a result of infrequent or sparse interpretations, ambiguities in these laws and regulations may create uncertainty with respect to what type of conduct is permitted or restricted under such laws and regulations. Any ambiguity under a law or regulation to which we are subject may lead to regulatory investigations, governmental enforcement actions and private causes of action, such as class action lawsuits, with respect to our compliance with such laws or regulations.

The CFPB is a relatively new agency, and there continues to be uncertainty as to how its actions will impact our business; the agency’s actions have had, and may continue to have, an adverse impact on our business.

The CFPB has broad authority over the businesses in which we engage. The CFPB is authorized to prevent “unfair, deceptive or abusive acts or practices” through its regulatory, supervisory and enforcement authority and to remediate violations of numerous consumer protection laws in a variety of ways, including collecting civil money penalties and fines and providing for customer restitution. The CFPB is charged, in part, with enforcing certain federal laws involving consumer financial products and services and is empowered with examination, enforcement and rulemaking authority. The CFPB has taken an active role in regulating lending markets. For example, the CFPB sends examiners to banks and other financial institutions that service and/or originate consumer loans to determine compliance with applicable federal consumer financial laws and to assess whether consumers’ interests are protected. In addition, the CFPB maintains an online complaint system that allows consumers to log complaints with respect to various consumer finance products, including those included in the GreenSky program.

There continues to be uncertainty as to how the CFPB’s strategies and priorities will impact our business and our results of operations going forward. Actions by the CFPB could result in requirements to alter or cease offering affected products and services, making them less attractive or restricting our ability to offer them. Although we have committed significant resources to enhancing our compliance programs, changes by the CFPB in regulatory expectations, interpretations or practices could increase the risk of additional enforcement actions, fines and penalties.

In March 2015, the CFPB issued a report scrutinizing pre-dispute arbitration clauses and, in May 2016, it published a proposed rule that would substantially curtail our ability to enter into voluntary pre-dispute arbitration clauses with consumers. In July 2017, the CFPB issued a final rule banning bars on class action arbitration (but not arbitration generally). Pre-dispute arbitration clauses currently are contained in all of the loan agreements processed through the GreenSky program. The new rule was subsequently challenged in Congress and, on November 1, 2017, President Trump approved a resolution repealing the rule. In the future, if a similar rule were to

become effective, we expect that our exposure to class action arbitration would increase significantly, which could have a material adverse effect on our business.

On January 16, 2018, a CFPB rule commonly referred to as the “Payday Loan Rule” became effective. Most of the substantive provisions of the rule require compliance by August 19, 2019. Resolutions are pending in Congress to cancel the rule through the Congressional Review Act. While the rule does not appear to be targeted at businesses like ours, some of its provisions are broad and potentially could be triggered by the promotional loans that our Bank Partners extend that require increases in payments at specified points in time. We are continuing to review the implications of the rule. We currently believe that the promotional loan products can be structured in a manner that does not implicate the rule in any meaningful respect, but we have not yet finalized any plans for responding to the rule.

Future actions by the CFPB (or other regulators) against us or our competitors that discourage the use of our or their services could result in reputational harm and adversely affect our business. If the CFPB changes regulations that were adopted in the past by other regulators and transferred to the CFPB by the Dodd-Frank Act, or modifies through supervision or enforcement past regulatory guidance or interprets existing regulations in a different or stricter manner than they have been interpreted in the past by us, the industry or other regulators, our compliance costs and litigation exposure could increase materially. If future regulatory or legislative restrictions or prohibitions are imposed that affect our ability to offer promotional financing for certain of our products or that require us to make significant changes to our business practices, and if we are unable to develop compliant alternatives with acceptable returns, these restrictions or prohibitions could have a material adverse effect on our business.

The Dodd-Frank Act generally permits state officials to enforce regulations issued by the CFPB and to enforce its general prohibition against unfair, deceptive or abusive practices. This could make it more difficult than in the past for federal financial regulators to declare state laws that differ from federal standards to be preempted. To the extent that states enact requirements that differ from federal standards or state officials and courts adopt interpretations of federal consumer laws that differ from those adopted by the CFPB, we may be required to alter or cease offering products or services in some jurisdictions, which would increase compliance costs and reduce our ability to offer the same products and services to consumers nationwide, and we may be subject to a higher risk of state enforcement actions.

The contours of the Dodd-Frank UDAAP standard are still uncertain and there is a risk that certain features of the GreenSky program loans could be deemed to violate the UDAAP standard.

The Dodd-Frank Act prohibits “Unfair, Deceptive, or Abusive Acts or Practices” (“UDAAP”) and authorizes the CFPB to enforce that prohibition. The CFPB has filed a large number of UDAAP enforcement actions against consumer lenders for practices that do not appear to violate other consumer finance statutes. There is a risk that the CFPB could determine that certain features of the GreenSky program loans are unfair, deceptive or abusive. The CFPB has filed actions alleging that deferred interest programs can be unfair, deceptive or abusive if lenders do not adequately disclose the terms of the deferred interest loans.

On June 2, 2016, the CFPB issued proposed rules that would impose numerous restrictions on certain “high-cost installment loans.” It is not clear if or when the CFPB will publish the final version of these rules, or what their content will be. Among other things, the proposed rules would impose various obligations to determine a consumer’s ability to repay a consumer loan. It is possible that the final rules, if enacted, could impact the GreenSky program. It is also possible that, depending on the form of the final rules, changes would be necessary to the GreenSky program, which changes could have a material adverse effect on the revenue that we derive from certain loans made by our Bank Partners, including transaction fee revenue, in particular.

Our use of third-party vendors and our other ongoing third-party business relationships is subject to increasing regulatory requirements and attention.

We regularly use third-party vendors and subcontractors as part of our business. We also depend on our substantial ongoing business relationships with our Bank Partners, merchants and other third parties. These types of third-party relationships, particularly with our Bank Partners, are subject to increasingly demanding regulatory requirements and oversight by federal bank regulators (such as the Federal Reserve Board, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation) and the CFPB. The CFPB has enforcement authority with respect to the conduct of third parties that provide services to financial institutions. The CFPB has made it clear that it expects non-bank entities to maintain an effective process for managing risks associated with third-party vendor relationships, including compliance-related risks. In connection with this vendor risk management process, we are expected to perform due diligence reviews of potential vendors, review their policies and procedures and internal training materials to confirm compliance-related focus, include enforceable consequences in contracts with vendors regarding failure to comply with consumer protection requirements, and take prompt action, including terminating the relationship, in the event that vendors fail to meet our expectations.

In certain cases, we may be required to renegotiate our agreements with our vendors and/or our subcontractors to meet these enhanced requirements, which could increase the costs of operating our business. It is expected that regulators will hold us responsible for deficiencies in our oversight and control of third-party relationships and in the performance of the parties with which we have these relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over third-party vendors and subcontractors or other ongoing third-party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines, as well as requirements for customer remediation.

Regulations relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and adversely affect our business opportunities.

We are subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and we could be negatively impacted by them. For example, in connection with our administration of the GreenSky program, we are subject to the GLBA and implementing regulations and guidance. Among other things, the GLBA (i) imposes certain limitations on the ability to share consumers’ nonpublic personal information with nonaffiliated third parties and (ii) requires certain disclosures to consumers about their information collection, sharing and security practices and their right to “opt out” of the institution’s disclosure of their personal financial information to nonaffiliated third parties (with certain exceptions).

Furthermore, legislators and/or regulators are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on our current and planned privacy, data protection and information security-related practices; our collection, use, sharing, retention and safeguarding of consumer and/or employee information; and some of our current or planned business activities. This also could increase our costs of compliance and business operations and could reduce income from certain business initiatives.

Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting customer and/or employee data to which we are subject could result in higher compliance and technology costs and could restrict our ability to provide certain products and services (such as products or services that involve us sharing information with third parties or storing sensitive credit card information), which could materially and adversely affect our profitability. Privacy requirements, including notice and opt out requirements, under the GLBA and FCRA are enforced by the FTC and by the CFPB through UDAAP and are a standard component of CFPB examinations. State entities also may initiate actions for alleged violations of privacy or security requirements under state law. Our failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory

investigations and government actions, litigation, fines or sanctions, consumer, Bank Partner or merchant actions and damage to our reputation and brand, all of which could have a material adverse effect on our business.

The increased scrutiny of third-party medical financing by governmental agencies may lead to increased regulatory burdens and may adversely affect our business.

We recently expanded the GreenSky program into the elective healthcare industry vertical, which includes consumer financing for elective medical procedures. Recently, regulators have increased scrutiny of third-party providers of financing for medical procedures that are generally not covered by health insurance. In addition, the CFPB and attorneys general in New York and Minnesota have conducted investigations of alleged abusive lending practices or exploitation regarding third-party medical financing services.

If, in the future, any of our practices in this space were found to be deficient, it could result in fines, penalties or increased regulatory burdens. Additionally, any regulatory inquiry could damage our reputation and limit our ability to conduct operations, which could adversely affect our business. Moreover, the adoption of any law, rule or regulation affecting the industry may also increase our administrative costs, require us to modify our practices to comply with applicable regulations or reduce our ability to participate competitively, which could have a material adverse effect on our business.

In recent years, federal regulators and the United States DOJ have increased their focus on enforcing the SCRA against servicers. Similarly, state legislatures have taken steps to strengthen their own state-specific versions of the SCRA.

The DOJ and federal regulators have entered into significant settlements with a number of loan servicers alleging violations of the SCRA. Some of the settlements have alleged that the servicers did not correctly apply the SCRA’s 6% interest rate cap, while other settlements have alleged, without limitation, that servicers did not comply with the SCRA’s default judgment protections when seeking to collect payment of a debt. Recent settlements indicate that the DOJ and federal regulators broadly interpret the scope of the substantive protections under the SCRA and are moving aggressively to identify instances in which loan servicers have not complied with the SCRA. Recent SCRA-related settlements continue to make this a significant area of scrutiny for both regulatory examinations and public enforcement actions.

In addition, most state legislatures have their own versions of the SCRA. In most instances, these laws extend some or all of the substantive benefits of the federal SCRA to members of the state National Guard who are in state service, but certain states also provide greater substantive protections to National Guard members or individuals who are in federal military service. In recent years, certain states have revised their laws to increase the potential benefits to individuals, and these changes pose additional compliance burdens on our Bank Partners and us as we seek to comply with both the federal and relevant state versions of the SCRA.

No assurance is given that our efforts and those of our Bank Partners to comply with the SCRA will be effective, and our failure to comply could subject us to liability, damages and reputational harm, all of which could have an adverse effect on our business.

Anti-money laundering and anti-terrorism financing laws could have significant adverse consequences for us.

We maintain an enterprise-wide program designed to enable us to comply with all applicable anti-money laundering and anti-terrorism financing laws and regulations, including the Bank Secrecy Act and the Patriot Act. This program includes policies, procedures, processes and other internal controls designed to identify, monitor, manage and mitigate the risk of money laundering and terrorist financing. These controls include procedures and processes to detect and report suspicious transactions, perform customer due diligence, respond to requests from law enforcement, and meet all recordkeeping and reporting requirements related to particular transactions involving currency or

monetary instruments. No assurance is given that our programs and controls will be effective to ensure compliance with all applicable anti-money laundering and anti-terrorism financing laws and regulations, and our failure to comply with these laws and regulations could subject us to significant sanctions, fines, penalties and reputational harm, all of which could have a material adverse effect on our business.

If we were found to be operating without having obtained necessary state or local licenses, it could adversely affect our business.

Certain states have adopted laws regulating and requiring licensing by parties that engage in certain activity regarding consumer finance transactions, including facilitating and assisting such transactions in certain circumstances. Furthermore, certain states and localities have also adopted laws requiring licensing for consumer debt collection or servicing. While we believe we have obtained all necessary licenses, the application of some consumer finance licensing laws to the GreenSky program is unclear. If we were found to be in violation of applicable state licensing requirements by a court or a state, federal, or local enforcement agency, we could be subject to fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), criminal penalties and other penalties or consequences, and the loans originated through the GreenSky program could be rendered void or unenforceable in whole or in part, any of which could have a material adverse effect on our business.

If loans originated through the GreenSky program are found to violate applicable state usury laws or other lending laws, it could adversely affect our business.

Because the loans originated through the GreenSky program are originated by and held by our Bank Partners, under principles of federal preemption the terms and conditions of the loans are not subject to most state consumer finance laws, including state licensing and usury restrictions. If a court, or a state or federal enforcement agency, were to deem GreenSky—rather than our Bank Partners—the “true lender” for loans originated through the GreenSky program, and if for this reason (or any other reason) the loans were deemed subject to and in violation of certain state consumer finance laws, we could be subject to fines, damages, injunctive relief (including required modification or discontinuation of our business in certain areas), and other penalties or consequences, and the loans could be rendered void or enforceable in whole or in part, any of which could have a material adverse effect on our business.

We have been in the past and may in the future be subject to federal and state regulatory inquiries regarding our business.

We have, from time to time in the normal course of our business, received, and may in the future receive or be subject to, inquiries or investigations by state and federal regulatory agencies and bodies such as the CFPB, state Attorneys General, state financial regulatory agencies, and other state or federal agencies or bodies regarding the GreenSky program, including the origination and servicing of consumer loans, practices by merchants or other third parties, and licensing and registration requirements. For example, we have entered into regulatory agreements with state agencies regarding issues including merchant conduct and oversight and loan pricing and may enter into similar agreements in the future. We have also received inquiries from state regulatory agencies regarding requirements to obtain licenses from or register with those states, including in states where we have determined that we are not required to obtain such a license or be registered with the state, and we expect to continue to receive such inquiries. Any such inquiries or investigations could involve substantial time and expense to analyze and respond to, could divert management’s attention and other resources from running our business, and could lead to public enforcement actions or lawsuits and fines, penalties, injunctive relief, and the need to obtain additional licenses that we do not currently possess. Our involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation, lead to additional investigations and enforcement actions from other agencies or litigants, and further divert management attention and resources from the

operation of our business. As a result, the outcome of legal and regulatory actions arising out of any state or federal inquiries we receive could be material to our business, results of operations, financial condition and cash flows and could have a material adverse effect on our business, financial condition or results of operations.

Risks Related to Our Organizational Structure

We will be a holding company with no operations of our own and, as such, will depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.

Upon consummation of this offering, we will be a holding company and will have no material assets other than our equity interest in GS Holdings, which has the sole equity interest in GSLLC. We have no independent means of generating revenue or cash flow. We have determined that GS Holdings will be a variable interest entity (“VIE”) and that we will be the primary beneficiary of GS Holdings. Accordingly, pursuant to the VIE accounting model, we will consolidate GS Holdings in our consolidated financial statements. In the event of a change in accounting guidance or amendments to the operating agreement of GS Holdings resulting in us no longer having a controlling interest in GS Holdings, we may not be able to consolidate its results of operations with our own, which would have a material adverse effect on our results of operations.

GS Holdings is treated as a partnership for United States federal income tax purposes, and GSLLC is treated as an entity disregarded as separate from GS Holdings for United States federal income tax purposes. As a result, neither GS Holdings nor GSLLC is subject to United States federal income tax. Instead, taxable income is allocated to the members of GS Holdings, including us. Accordingly, we incur income taxes on our proportionate share of any net taxable income of consolidated GS Holdings. We intend to cause GSLLC to make distributions to GS Holdings and to cause GS Holdings to make distributions to its unit holders in an amount sufficient to cover all applicable taxes payable by such unit holders determined according to assumed rates, payments owing under the Tax Receivable Agreement and dividends, if any, declared by us. The ability of GSLLC to make distributions to GS Holdings, and of GS Holdings to make distributions to us, is limited by their obligations to satisfy their own obligations to their creditors. Further, future and current financing arrangements of GSLLC and GS Holdings contain, and future obligations could contain, negative covenants limiting such distributions. Additionally, our right to receive assets upon the liquidation or reorganization of GS Holdings, or indirectly from GSLLC, will be effectively subordinated to the claims of each entity’s creditors. To the extent that we are recognized as a creditor of GS Holdings or GSLLC, our claims may still be subordinate to any security interest in, or other lien on, its assets and to any of its debt or other obligations that are senior to our claims.

To the extent that we need funds and GSLLC or GS Holdings are restricted from making such distributions under applicable law or regulation, or are otherwise unable to provide such funds, it could materially and adversely affect our liquidity and financial condition. In addition, because tax distributions are based on an assumed tax rate, GS Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that GS Holdings would have paid if it were itself taxed on its net income at the assumed rate.

Funds used by GS Holdings to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions that GS Holdings will be required to make may be substantial and may exceed (as a percentage of GS Holdings’ income) the overall effective tax rate applicable to a similarly situated corporate taxpayer.

We may be required to pay additional taxes as a result of the new partnership audit rules.

The Bipartisan Budget Act of 2015 changed the rules applicable to U.S. federal income tax audits of partnerships, including entities such as GS Holdings that is taxed as a partnership. Under these rules (which generally are effective for taxable years beginning after December 31, 2017), subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any member’s share thereof) is determined, and taxes, interest, and penalties

attributable thereto, are assessed and collected, at the entity level. Although it is uncertain how these rules will be implemented, it is possible that they could result in GS Holdings being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a member of GS Holdings, could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.

Under certain circumstances, GS Holdings may be eligible to make an election to cause members (including us) to take into account the amount of any understatement, including any interest and penalties, in accordance with their interests in GS Holdings in the year under audit. We cannot provide any assurance that GS Holdings will be able to make this election, in which case current members (including us) would economically bear the burden of the understatement even if they had a different percentage interest in GS Holdings during the year under audit, unless, and only to the extent, GS Holdings is able to recover such amounts from current or former impacted members. If the election is made, members would be required to take the adjustment into account in the taxable year in which the adjusted K-1s are issued.

The changes created by these new rules are sweeping and in many respects dependent on the promulgation of future regulations or other guidance by the U.S. Department of the Treasury.

The owners of the Class B common stock, who also are the Continuing LLC Members, control us and their interests may conflict with yours in the future.

Immediately following this offering and the application of net proceeds, the owners of the Class B common stock, who also are the Continuing LLC Members, will control us. Each share of our Class B common stock will initially entitle its holders to ten votes on all matters presented to our stockholders generally. Once the collective holdings of those owners in the aggregate are less than 15% of the combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share on all matters to be voted upon by our stockholders. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

Immediately following this offering and the application of net proceeds, the owners of the Class B common stock will own approximately % of the combined voting power of our Class A and Class B common stock (or % if the underwriters’ option is exercised in full). Accordingly, those owners, if voting in the same manner, will be able to control the election and removal of our directors and thereby determine our corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of our certificate of incorporation and bylaws and other significant corporate transactions for so long as they retain significant ownership of us. This concentration of ownership may delay or deter possible changes in control of our Company, which may reduce the value of an investment in our common stock. So long as they continue to own a significant amount of our combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.

In addition, immediately following this offering and the application of net proceeds to us therefrom, the owners of the Class B common stock, as Continuing LLC Members, will own % of the Holdco Units (or % if the underwriters’ option is exercised in full). Because they hold their economic ownership interest in our business through GS Holdings, rather than GreenSky, Inc., these existing unit holders may have conflicting interests with holders of our Class A common stock. For example, the Continuing LLC Members may have different tax positions from us, which could influence their decisions regarding whether and when to dispose of assets and whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement. In addition, the structuring of future transactions may take into account the tax considerations of the Continuing LLC Members even where no similar benefit would accrue to us. It is through their ownership of Class B common stock that they may be able to influence, if not control, decisions such as these. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

We will be required to pay for certain tax benefits we may claim arising in connection with the merger of the Former Corporate Investors, our purchase of Holdco Units and future exchanges of Holdco Units under the Exchange Agreement, which payments could be substantial.

On the date of this offering, we will be treated for United States federal income tax purposes as having directly purchased Holdco Units from the Exchanging Members. In the future, the Continuing LLC Members will be able to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, subject to adjustments for stock splits, stock dividends, reclassifications, and other similar transactions, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors) (as described in more detail in “Certain Relationships and Related Party Transactions—Exchange Agreement”). As a result of these transactions, and our acquisition of the equity of the Former Corporate Investors, we are and will become entitled to certain tax basis adjustments with respect to GS Holdings’ tax basis in its assets. As a result, the amount of income tax that we would otherwise be required to pay in the future may be reduced by the increase (for income tax purposes) in depreciation and amortization deductions attributable to our interests in GS Holdings. An increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. The IRS, however, may challenge all or part of that tax basis adjustment, and a court could sustain such a challenge.

We will enter into the Tax Receivable Agreement with the TRA Parties that will provide for the payment by us of 85% of the amount of cash savings, if any, in United States federal, state and local income tax that we realize or are deemed to realize as a result of (i) the tax basis adjustments referred to above, (ii) any incremental tax basis adjustments attributable to payments made pursuant to the Tax Receivable Agreement, (iii) certain tax attributes resulting from the merger of Former Corporate Investors and (iv) any deemed interest deductions arising from payments made by us pursuant to the Tax Receivable Agreement. While the actual amount of the adjusted tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the basis of our proportionate share of GS Holdings’ assets on the dates of exchanges, the timing of exchanges, the price of shares of our Class A common stock at the time of each exchange, the extent to which such exchanges are taxable, the deductions and other adjustments to taxable income to which GS Holdings is entitled, and the amount and timing of our income, we expect that during the anticipated term of the Tax Receivable Agreement, the payments that we may make could be substantial. Payments under the Tax Receivable Agreement may give rise to additional tax benefits and, therefore, to additional potential payments under the Tax Receivable Agreement. In addition, the Tax Receivable Agreement will provide for interest accrued from the due date (without extensions) of the corresponding tax return for the taxable year with respect to which the payment obligation arises to the date of payment under the Tax Receivable Agreement. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering and future exchanges of Holdco Units (and automatic cancellation of an equal number of shares of Class B common stock) as described above (assuming such exchanges would occur one year after this offering) would aggregate to approximately $ over 15 years from the date of this offering based on an offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. Under such scenario, we would be required to pay approximately 85% of such amount, or $ , over the 15-year period from the date of this offering.

There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or (ii) distributions to us by GS Holdings are not sufficient to permit us to make payments under the Tax Receivable Agreement after paying our other obligations. For example, were the IRS to

challenge a tax basis adjustment or other deductions or adjustments to taxable income of GS Holdings, we will not be reimbursed for any payments that may previously have been made under the Tax Receivable Agreement, except that excess payments will be netted against payments otherwise to be made, if any, after our determination of such excess. As a result, in certain circumstances we could make payments under the Tax Receivable Agreement in excess of our ultimate cash tax savings. In addition, the payments under the Tax Receivable Agreement are not conditioned upon any recipient’s continued ownership of interests in us or GS Holdings, and the right to receive payments can be assigned.

In certain circumstances, including certain changes of control of our Company, payments by us under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will provide that (i) in the event that we materially breach any of our material obligations under the Tax Receivable Agreement, whether as a result of failure to make any payment, failure to honor any other material obligation required thereunder or by operation of law as a result of the rejection of the Tax Receivable Agreement in a bankruptcy or otherwise, (ii) if, at any time, we elect an early termination of the Tax Receivable Agreement, or (iii) upon certain changes of control of our Company, our (or our successor’s) obligations under the Tax Receivable Agreement (with respect to all Holdco Units, whether or not such units have been exchanged or acquired before or after such transaction) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions. These assumptions include that (i) we (or our successor) will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits subject to the Tax Receivable Agreement, (ii) we (or our successor) will utilize (subject to any applicable limitations) any loss carryovers generated by the increased tax deductions and tax basis and other benefits on a pro rata basis through the scheduled expiration date of such loss carryovers, or if such carryforwards do not have an expiration date, over the 15-year period after such carryforwards were generated, and (iii) GS Holdings and its subsidiaries will sell certain nonamortizable assets (and realize certain related tax benefits) no later than a specified date. As a result of the foregoing, if we breach a material obligation under the Tax Receivable Agreement, if we elect to terminate the Tax Receivable Agreement early or if we undergo a change of control, we would be required to make an immediate lump-sum payment equal to the present value of the anticipated future tax savings, which payment may be required to be made significantly in advance of the actual realization of such future tax savings, and the actual cash tax savings ultimately realized may be significantly less than the corresponding Tax Receivable Agreement payments. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. There is no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. Additionally, the obligation to make a lump sum payment on a change of control may deter potential acquirors, which could negatively affect our stockholders’ potential returns. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering and the use of proceeds to us therefrom, based on the offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and a discount rate equal to percent per annum, compounded annually, we estimate that we would be required to pay $ in the aggregate under the Tax Receivable Agreement.

If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of our ownership of GS Holdings and GSLLC, applicable restrictions could make it impractical for us to continue our business as currently contemplated and could have an adverse effect on our business.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or

trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act.

Because GreenSky, Inc. will be the managing member of GS Holdings, and GS Holdings will be the managing member of GSLLC, we will indirectly operate and control all of the business and affairs of GS Holdings and its subsidiaries, including GSLLC. On that basis, we believe that our interest in GS Holdings and GSLLC is not an “investment security,” as that term is used in the 1940 Act. However, if we were to cease participation in the management of GS Holdings and GSLLC, our interest in such entities could be deemed an “investment security” for purposes of the 1940 Act.

We, GS Holdings and GSLLC intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Our certificate of incorporation will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or our directors, officers, employees or stockholders.

Pursuant to our certificate of incorporation, as will be in effect upon the completion of this offering, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against us arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against us that is governed by the internal affairs doctrine. The forum selection clause in our certificate of incorporation may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to bring a claim in a judicial forum that it finds more favorable for disputes with us or any of our directors, officers, other employees or stockholders. The exclusive forum provision does not apply to any actions under United States federal securities laws.

By purchasing shares of our Class A common stock, you will have agreed and consented to the provisions set forth in our certificate of incorporation related to choice of forum. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Risks Related to this Offering and our Class A Common Stock

An active trading market for our Class A common stock may never develop or be sustained, which may cause shares of our Class A common stock to trade at a discount from the initial public offering price and make it difficult to sell the shares of Class A common stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A common stock. It is possible that an active trading market for our Class A common stock will not develop or continue or, if developed, that it will not be sustained, which would make it difficult for you to sell your shares of Class A common stock at an attractive price (or at all). The initial public offering price per share of our Class A common stock will be determined by agreement between us

and the underwriters and may not be indicative of the price at which shares of our Class A common stock will trade in the public market after this offering. The market price of our Class A common stock may decline below the initial public offering price, and you may not be able to sell your shares of our Class A common stock at or above the price you paid in this offering (or at all).

The market price of our Class A common stock may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our Class A common stock may fluctuate and cause significant price variations to occur. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market and political conditions, could reduce the market price of shares of our Class A common stock in spite of our operating performance. In addition, our results of operations could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly or annual results of operations, additions or departures of key management personnel, the loss of key Bank Partners, merchants or Sponsors, changes in our earnings estimates (if provided) or failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or the investment community with respect to us or our industry, adverse announcements by us or others and developments affecting us, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments, actions by institutional stockholders, and increases in market interest rates that may lead investors in our shares to demand a higher yield, and in response the market price of shares of our Class A common stock could decrease significantly. You may be unable to resell your shares of Class A common stock at or above the initial public offering price (or at all).

These broad market and industry factors may decrease the market price of our Class A common stock, regardless of our actual operating performance. The stock market in general has, from time to time, experienced extreme price and volume fluctuations. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower profits and make it more difficult to run our business.

As a public company, we expect to incur significant legal, accounting, reporting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred, and will continue to incur, costs associated with compliance with the rules and regulations of the SEC and various other costs of a public company. The expenses generally incurred by public companies for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. These laws and regulations also could make it more difficult and costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

These laws and regulations could also make it more difficult to attract and retain qualified persons to serve on our board of directors and board committees and serve as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with the requirements to design, implement and maintain effective internal controls could have an adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environment and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

If we are unable to establish and maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our operating results. In addition, beginning with our second annual report following this offering, we will be required pursuant to SEC rules to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in internal control over financial reporting. In addition, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to the SEC rules commencing the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” (as defined in the JOBS Act). See “—We are an ‘emerging growth company,’ as defined under the federal securities laws, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.” Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the SEC rules or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could cause the price of our common stock to decline and could subject us to investigation or sanctions by the SEC.

We are an “emerging growth company,” as defined under the federal securities laws, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Securities Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among other things, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a non-binding stockholder advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information that they may deem important.

An emerging growth company can utilize the extended transition period provided in the Securities Act for complying with new or revised accounting standards. However, we are choosing to “opt out” of such extended transition period and, thus, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for companies that are not emerging growth companies. Our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We could be an emerging growth company for up to five years following the date of this prospectus, although circumstances could cause us to lose that status earlier, including if our total annual gross revenues exceed $1.07 billion, if we issue more than $1.0 billion in non-convertible debt during any three-year period or if the market value of our Class A common stock held by non-affiliates exceeds $700 million as of any June 30 before that time. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, our stock price may be more volatile and the price of our Class A common stock may decline.

Investors in this offering will experience immediate and substantial dilution.

The initial public offering price of our Class A common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering. As a result, you will pay a price per share of Class A common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A common stock than the amounts paid by our existing owners. Assuming an offering price of $ per share of Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in an amount of $ per share of Class A common stock. See “Dilution.”

You may be diluted by the future issuance of additional Class A common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering and the use of proceeds to us therefrom, we will have an aggregate of shares of Class A common stock authorized but unissued, including shares of Class A common stock issuable upon exchange of Holdco Units (and automatic cancellation of an equal number of shares of Class B common stock) that will be held by the Continuing LLC Members. Our certificate of incorporation authorizes us to issue these shares of Class A common stock and rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved shares for issuance under our 2018 Omnibus Incentive Compensation Plan (including any LTIP Units (as defined below), which may be granted thereunder), subject to adjustment in certain events. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan.” Any Class A common stock that we issue, including under our 2018 Omnibus Incentive Compensation Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A common stock in this offering.

Because we have no current plans to pay cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.

We have no current plans to pay cash dividends on our Class A common stock. The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash, current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiary to us and such other factors as our board of directors may deem relevant. In addition, the terms of our existing financing arrangements restrict or limit our ability to pay cash dividends. Accordingly, we may not pay any dividends on our Class A common stock in the foreseeable future. See “Dividend Policy.”

Future offerings of debt or equity securities by us may adversely affect the market price of our Class A common stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our Class A common stock or offering debt or other equity securities, including commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional shares of our Class A common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A common stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Class A common stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing and nature of our future offerings.

Future sales, or the expectation of future sales, of shares of our Class A common stock by Continuing LLC Members could cause the market price of our Class A common stock to decline.

The sale of a substantial number of shares of our Class A common stock in the public market, or the perception that such sales could occur, including sales by the Continuing LLC Members, could adversely affect the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price we deem appropriate. Upon consummation of this offering, after giving effect to the use of proceeds to us therefrom, we will have outstanding a total of shares of Class A common stock. Of the outstanding shares, the shares of Class A common stock sold in this offering by us, or shares if the underwriters exercise their option to purchase additional shares in full, will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act (“Rule 144”), may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.” In addition, subject to certain limitations and exceptions, pursuant to certain provisions of the Exchange Agreement, the Continuing LLC Members may exchange Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, the Continuing LLC Members will beneficially own Holdco Units and shares of Class B common stock, or Holdco Units and shares of Class B common stock if the underwriters exercise their option to purchase additional shares in full, all of which will be exchangeable for shares of our Class A common stock or cash, at our option (such determination to be made by the disinterested members of our board of directors), subject to the terms of the Exchange Agreement.

Our certificate of incorporation authorizes us to issue additional shares of Class A common stock and rights relating to Class A common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. In accordance with the DGCL and the provisions of our certificate of incorporation, we also may issue preferred stock that has

designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to shares of Class A common stock. Similarly, the Holdings LLC Agreement permits GS Holdings to issue an unlimited number of additional limited liability company interests of GS Holdings with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Holdco Units, and which may be exchangeable for shares of our Class A common stock.

Each of our directors and officers, and substantially all of our equity holders, have entered into lock-up agreements with the underwriters that restrict their ability to sell or transfer their shares of Class A common stock. The lock-up agreements pertaining to this offering will expire 180 days from the date of this prospectus. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, however, may, in their sole discretion, permit our officers, directors and other current equity holders who are subject to the contractual lock-up to sell shares prior to the expiration of the lock-up agreements. See “Underwriting” for a description of these lock-up agreements.

After the lock-up agreements expire, up to an additional shares of Class A common stock will be eligible for sale in the public market, approximately of which are held by our executive officers, directors and their affiliated entities, and will be subject to volume limitations under Rule 144 and various vesting agreements. See “Shares Eligible for Future Sale.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A common stock or securities convertible into, or exchangeable for, shares of our Class A common stock issued pursuant to our 2018 Omnibus Incentive Compensation Plan. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan—General.” Any such Form S-8 registration statement automatically will become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our Class A common stock.

As restrictions on resale end, the market price of our shares of Class A common stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors also could make it more difficult for us to raise additional funds through future offerings of our shares of Class A common stock or other securities.

We cannot predict with certainty the impact our capital structure may have on our stock price.

In July 2017, S&P Dow Jones, a provider of widely-followed stock indices, announced that companies with multiple share classes, such as ours, will not be eligible for inclusion in certain of their indices. As a result, our Class A common stock will likely not be eligible for these stock indices. Additionally, FTSE Russell, another provider of widely followed stock indices, recently stated that it plans to require new constituents of its indices to have at least five percent of their voting rights in the hands of public stockholders. Many investment funds are precluded from investing in companies that are not included in such indices, and these funds would be unable to purchase our Class A common stock. There is no assurance that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.

Certain provisions of our certificate of incorporation and bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our Class A common stock.

Certain provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions include:

•

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which

			may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;
	•		prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders;
	•		provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;
	•		establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings; and
	•		establish a classified board of directors, as a result of which our board of directors will be divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management or our board of directors. Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to them. These anti-takeover provisions could substantially impede your ability to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our Class A common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws.”

We have broad discretion in the use of the net proceeds we receive from this offering and may not use them effectively.

We intend to use most of the proceeds of this offering to purchase newly-issued Holdco Units as described in “Use of Proceeds.” Although GS Holdings intends to use a portion of the net proceeds it receives from us to pay the expenses of this offering as described under “Use of Proceeds,” we cannot specify with certainty the particular other uses of the net proceeds that GS Holdings will receive from such purchase. Our management will have broad discretion in the application of such proceeds by GS Holdings and GSLLC, including for any of the purposes described in “Use of Proceeds.” Accordingly, you will have to rely upon the judgment of our management with respect to the use of the proceeds and will have only limited information concerning management’s specific intentions. Our management may cause GS Holdings and GSLLC to spend a portion or all of the net proceeds from this offering in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to cause GS Holdings and GSLLC to apply these funds effectively could harm our business. Pending their use, GS Holdings and/or GSLLC may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

If securities and industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our Class A common stock will depend, in part, on the research and reports that securities and industry analysts publish about us and our business. Securities and industry analysts do not currently, and may never, cover our Company. If securities and industry analysts do not commence coverage of our Company, the trading price of our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You generally can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this prospectus generally, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limited to, those risks described under the section entitled “Risk Factors” set forth herein. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.

ORGANIZATIONAL STRUCTURE

Following the Reorganization Transactions and the closing of this offering, we will be a holding company, and our sole material asset will be an equity interest in GS Holdings. GS Holdings has the sole equity interest in GSLLC. GreenSky, Inc. has not engaged in any business or other activities except in connection with the Reorganization Transactions and this offering. Following this offering, because GreenSky, Inc. will be the managing member of GS Holdings (with 100% of the management and voting power in GS Holdings), which will be the managing member of GSLLC, our operating subsidiary that directly or indirectly conducts all of our operations, we will indirectly operate and control all of the business and affairs (and will consolidate the financial results) of GS Holdings and its subsidiaries, including GSLLC. The ownership interest of the members of GS Holdings (other than GreenSky, Inc.) will be reflected as noncontrolling interests in our consolidated financial statements.

The diagram below depicts our simplified organizational structure immediately following the Reorganization Transactions and this offering after giving effect to the use of proceeds and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

⁽¹⁾

“Continuing LLC Members” refers to those Original GS Equity Owners and Original Profits Interests Holders who will continue to own Holdco Units after the Reorganization Transactions and who may, following the consummation of this offering, exchange their Holdco Units (with automatic cancellation of an equal number of shares of our Class B common stock) for shares of our Class A common stock or cash (based on the market price of the shares of Class A

			common stock), at our option (such determination to be made by the disinterested members of our board of directors). Significant Continuing LLC Members include: (i) certain affiliates of David Zalik (our Chief Executive Officer); (ii) certain affiliates of Robert Sheft (a director of our Company); and (iii) TPG Georgia Holdings, L.P.
			“Original GS Equity Owners” refers to the owners of units of GS Holdings prior to the Reorganization Transactions.
			“Original Profits Interests Holders” refers to the owners of profits interests in GS Holdings prior to the Reorganization Transactions, which include 55 current and former employees and directors of GS Holdings and its subsidiaries.
	⁽²⁾		“Former Corporate Investors” refers to certain of the Original GS Equity Owners that will merge with and into or one or more subsidiaries of GreenSky, Inc. in connection with the Reorganization Transactions. Significant Former Corporate Investors include an affiliate of TPG Georgia Holdings, L.P.
	⁽³⁾		The shares of Class B common stock have no economic rights, but each share of our Class B common stock initially entitles its holder to ten votes on all matters to be voted on by stockholders generally. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”
			See “Principal Stockholders.”

Reorganization Transactions

GSLLC was organized as a Georgia limited liability company in 2006. GS Holdings was organized as a Georgia limited liability company in 2017 to serve as the holding company for GSLLC. Prior to the Reorganization Transactions, GS Holdings had:

•

28 members holding three different classes of membership interests (Class A, B, C units);

•

68 current and former employees, directors, and an affiliate of one of our directors, holding profits interests; and

•

152 current and former employees and directors holding options to purchase Class A units.

Because U.S. tax law generally makes it impractical for a limited liability company that is taxed as a partnership to sell membership interests publicly, GS Holdings is undertaking a series of transactions that will be completed prior to the closing of this offering (collectively, the “Reorganization Transactions”) designed to create a corporate holding company that can conduct a public offering. These transactions include:

	•		the formation of GreenSky, Inc. as a Delaware corporation to function as the ultimate parent and publicly-traded entity;
	•		the amendment and restatement of the operating agreement of GS Holdings to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with a single new class of membership interests of GS Holdings (referred to as Holdco Units);
	•		the issuance to each of the Original GS Equity Owners and the Original Profits Interests Holders (collectively referred to as the Continuing LLC Members) of a number of shares of our Class B common stock equal to the number of Holdco Units held by it (other than the Holdco Units that they will be exchanging in connection with this offering), for consideration in the amount of $0.001 per share of Class B common stock. Our Class B common stock initially will entitle holders to ten votes per share and will vote as a single class with our Class A common stock, but our Class B common stock will not have any economic rights;
	•		the contribution of the Holdco Units received by some of the smaller Original Profits Interests Holders to GreenSky, Inc. in exchange for shares of our Class A common stock;
	•		the contribution by the equity holders of the Former Corporate Investors of their equity in the Former Corporate Investors to GreenSky, Inc. in exchange for shares of our Class A

			common stock and the right to certain payments under the Tax Receivable Agreement, and the merger of the Former Corporate Investors with and into subsidiaries of GreenSky, Inc.;
	•		the equitable adjustment of outstanding options to acquire Class A units of GS Holdings so that they will be exercisable for Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors); and
	•		the equitable adjustment, pursuant to their terms, of outstanding warrants to acquire Class A units of GS Holdings into warrants to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors).

In connection with the amendment and restatement of the operating agreement of GS Holdings (discussed above), the membership interests in GS Holdings will be adjusted (the “Forward Split”) so that each Holdco Unit (together with a share of Class B common stock) is economically equivalent to a share of Class A common stock on a one-for-one basis. Corresponding adjustments will be made to options and warrants.

Incident to the foregoing transactions, we and certain of the Continuing LLC Members will enter into various agreements, including:

(a) the Exchange Agreement, which provides for the exchange of Holdco Units in GS Holdings (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). As a holder exchanges its Holdco Units, those Holdco Units thereafter will be owned by GreenSky, Inc. and GreenSky, Inc.’s interest in GS Holdings will be correspondingly increased. The corresponding shares of Class B common stock will be cancelled;

(b) the Tax Receivable Agreement, which is designed to provide the TRA Parties with 85% of the amount of cash savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize as a result of increases in tax basis resulting from our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, any future exchanges of Holdco Units (with automatic cancellation of an equal number of shares of our Class B common stock) for our Class A common stock pursuant to the Exchange Agreement, certain tax attributes and certain related benefits. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;” and

(c) a registration rights agreement whereby, following this offering and the expiration of the related lock-up period, we may be required to register under the Securities Act the sale of shares of our Class A common stock (i) issuable to certain of the Continuing LLC Members upon exchange of their Holdco Units (and automatic cancellation of an equal number of shares of Class B common stock), and (ii) issued to equity holders of the Former Corporate Investors in connection with the Reorganization Transactions. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Offering-Related Transactions

At the time of this offering, we intend to use a portion of the net proceeds to us from this offering to purchase newly-issued Holdco Units from GS Holdings at a per unit price equal to the initial public offering price per share of our Class A common stock in the offering, less underwriting discounts and commissions. We intend to use a portion of the net proceeds to us from this offering to purchase an aggregate of Holdco Units from the Exchanging Members, including our Chief Executive Officer and certain other officers and directors, at a per unit price equal to the initial public offering price per share of our Class A common stock in the offering, less underwriting discounts and commissions. See “Certain Relationships and Related Party Transactions—Purchase of Holdco Units and Redemption of Class A Common Stock” for the number of Holdco Units to be purchased from each of the Exchanging Members. We also intend to use a portion of the net proceeds to us from this offering to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors. The number of Holdco Units acquired by us from GS Holdings and the Exchanging Members will be equal to the number of shares of Class A common stock issued in connection with the Reorganization Transactions and this offering, and the Continuing LLC Members will own the remaining outstanding Holdco Units. Any shares of Class B common stock corresponding to Holdco Units that are exchanged will be cancelled. Any shares of Class A common stock redeemed by us from equity holders of the Former Corporate Investors will thereafter be held by GreenSky, Inc. as treasury stock or cancelled.

As a result of the transactions described above, and assuming the sale of shares of Class A common stock in this offering at a price per share to the public of $ , which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after giving effect to the use of proceeds to us from this offering as described above:

	•		the investors in this offering will collectively own shares of our Class A common stock (or shares of Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
	•		GreenSky, Inc. will hold Holdco Units (or Holdco Units if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing % of the total economic interest of GS Holdings (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
	•		the Continuing LLC Members will collectively hold Holdco Units, representing % of the total economic interest of GS Holdings (or Holdco Units, representing % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
	•		the investors in this offering will collectively have % of the voting power in GreenSky, Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
	•		the Continuing LLC Members will collectively hold shares of Class B common stock, representing % of the voting power in GreenSky, Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
	•		equity holders of the Former Corporate Investors will collectively hold shares of Class A common stock, representing % of the voting power in GreenSky, Inc. (or % if the underwriters exercise in full their option to purchase additional shares of Class A common stock);
	•		the current and former employees of GSLLC and its subsidiaries will collectively hold options to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units will be exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common

			stock), at our option (such determination to be made by the disinterested members of our board of directors); and
	•		certain investors in GS Holdings will collectively hold warrants to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units will be exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors).

Our post-offering organizational structure will allow the Continuing LLC Members to retain their equity ownership in GS Holdings, an entity that is classified as a partnership for United States federal income tax purposes, in the form of Holdco Units. Investors in this offering will, by contrast, hold their equity ownership in GreenSky, Inc., a Delaware corporation that is a domestic corporation for United States federal income tax purposes, in the form of shares of Class A common stock. We believe that certain of our Continuing LLC Members generally will find it advantageous to hold their equity interests in an entity that is not taxable as a corporation for United States federal income tax purposes. The Continuing LLC Members, like GreenSky, Inc., will incur United States federal, state and local income taxes on their proportionate share of any taxable income of GS Holdings, including taxable income of GSLLC.

The Continuing LLC Members also will hold shares of Class B common stock of GreenSky, Inc. Although those shares have no economic rights, they will allow the Continuing LLC Members to exercise voting power over GreenSky, Inc., the managing member of GS Holdings, at a level that is greater than their overall equity ownership of our business. Under our certificate of incorporation, each holder of Class B common stock will initially be entitled to ten votes for each share of Class B common stock held by such holder on all matters presented to stockholders of GreenSky, Inc. When the Continuing LLC Members exchange Holdco Units for shares of Class A common stock of GreenSky, Inc. pursuant to the Exchange Agreement, an equivalent number of shares of Class B common stock will be cancelled. Accordingly, as the Continuing LLC Members subsequently exchange Holdco Units for shares of Class A common stock of GreenSky, Inc. or cash, at our option, pursuant to the Exchange Agreement, the voting power afforded to the Continuing LLC Members by their shares of Class B common stock is automatically and correspondingly reduced. See “Description of Capital Stock—Common Stock—Class B Common Stock—Voting Rights.”

Holding Company Structure

GreenSky, Inc. was incorporated as a Delaware corporation on July 12, 2017. GreenSky, Inc. has not engaged in any business or other activities except in connection with its formation and initial capitalization. Our certificate of incorporation at the time of this offering will authorize two classes of common stock, Class A common stock and Class B common stock, and one or more series of preferred stock, each having the terms described in “Description of Capital Stock.” Holders of our Class A common stock have one vote per share of Class A common stock. Holders of our Class B common stock have ten votes per share of Class B common stock. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. See “Description of Capital Stock—Common Stock—Class B Common Stock.”

GreenSky, Inc. will be a holding company, and its sole material asset will be an equity interest in GS Holdings, which holds all of the equity interests in GSLLC. Because GreenSky, Inc. will be the managing member of GS Holdings (with 100% of the management and voting power in GS Holdings), and GS Holdings is the managing member of GSLLC, GreenSky, Inc. will indirectly operate and control all of the business and affairs (and consolidate the financial results) of GS Holdings and its subsidiaries, including GSLLC. The ownership interest of the Continuing LLC Members will be reflected as a noncontrolling interest in GreenSky, Inc.’s consolidated financial statements.

GS Holdings was formed as a Georgia limited liability company on July 25, 2017. Following the closing of this offering, GreenSky, Inc., the managing member of GS Holdings, will have the right to determine the timing and amount of any distributions (other than tax distributions as described below) to be made to holders of the Holdco Units in GS Holdings. Profits and losses of GS Holdings will be allocated, and all distributions with respect to Holdco Units will be made, pro rata to the holders of the Holdco Units (including the Continuing LLC Members) in accordance with their terms. See “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.”

The holders of Holdco Units in GS Holdings, including GreenSky, Inc., generally will have to include for purposes of calculating their United States federal, state and local income taxes their respective share of any taxable income of GS Holdings. Taxable income of GS Holdings generally will be allocated to the holders of Holdco Units in GS Holdings (including GreenSky, Inc.) pro rata in accordance with their respective share of the net profits and net losses of GS Holdings. Under the Holdings LLC Agreement, GS Holdings will be obligated, subject to available cash and applicable law and contractual restrictions (including pursuant to its debt instruments), to make cash distributions, which we refer to as “tax distributions,” based on certain assumptions, to its members (including GreenSky, Inc.) pro rata based on their Holdco Units in GS Holdings. Generally, these tax distributions to holders of Holdco Units in GS Holdings will be an amount equal to our estimate of the taxable income of GS Holdings, net of taxable losses, allocable per Holdco Unit in GS Holdings multiplied by an assumed tax rate set forth in the operating agreement of GS Holdings.

GS Holdings may be required to make tax distributions that, in the aggregate, exceed the amount of taxes that GS Holdings would have paid if it were taxed on its net income at the assumed rate. See “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.”

Under the Tax Receivable Agreement, we will be obligated to pay the TRA Parties a portion of the cash savings, if any, in United States federal, state and local taxes that we realize or are deemed to realize as a result of our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock. A portion of the tax distributions that we receive likely will be used to fund this obligation. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

USE OF PROCEEDS

We estimate that the net proceeds from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million (or $ million if the underwriters exercise in full their option to purchase additional shares of Class A common stock) based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would (1) increase or decrease the net proceeds to us from this offering by approximately $ million, and (2) decrease or increase by or , respectively, the number of shares of our Class A common stock outstanding as a result of being redeemed from equity holders of the Former Corporate Investors, in each case, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions.

We intend to use net proceeds of approximately $ million to purchase newly- issued Holdco Units from GS Holdings, as described under “Organizational Structure—Offering-Related Transactions.” We intend to use net proceeds of approximately $ million to purchase an aggregate of Holdco Units from the Exchanging Members. The per share purchase price for each Holdco Unit surrendered for purchase by an Exchanging Member will be equal to the price per share of our Class A common stock in this offering, less underwriting discounts and commissions. We also intend to use net proceeds of approximately $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors.

If the underwriters exercise in full their option to purchase additional shares of Class A common stock, in addition to the use of our net proceeds described above, we intend to use net proceeds of approximately $ million from our sale of additional shares to purchase an additional newly-issued Holdco Units from GS Holdings, and net proceeds of approximately $ million from our sale of additional shares to purchase an additional Holdco Units (together with an equal number of shares of Class B common stock) from the Exchanging Members.

The Exchanging Members will include affiliates of our Chief Executive Officer and, either directly or indirectly through affiliates, other officers and directors. See “Certain Relationships and Related Party Transactions—Purchase of Holdco Units and redemption of Class A common stock.”

The proceeds received by GS Holdings in connection with the sale of newly-issued Holdco Units will be used by GS Holdings and GSLLC to pay the expenses of this offering and for general corporate purposes. Because GreenSky, Inc. will be the managing member of GS Holdings, and GS Holdings will be the managing member of GSLLC, our operating subsidiary that directly or indirectly conducts all of our operations, we will indirectly operate and control all of the business and affairs of GS Holdings and its subsidiaries, including GSLLC. Accordingly, our management will have discretion in the application of the net proceeds received by GS Holdings and GSLLC, and investors will be relying on the judgment of our management regarding the use of these net proceeds. See “Risk Factors—Risks Related to this Offering and our Class A Common Stock—We have broad discretion in the use of the net proceeds we receive from this offering and may not use them effectively.”

DIVIDEND POLICY

We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions and other factors that our board of directors may deem relevant.

We are a holding company and will have no material assets other than our ownership of Holdco Units in GS Holdings. Our ability to pay cash dividends will depend on the payment of distributions by our current and future subsidiaries, including GS Holdings and GSLLC, and such distributions may be restricted as a result of regulatory restrictions, state law regarding distributions by a limited liability company to its members, or contractual agreements, including agreements governing their indebtedness. See “Risk Factors—Risks Related to Our Organizational Structure—We will be a holding company with no operations of our own and, as such, will depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.” In addition, our ability to pay cash dividends may be restricted by the terms of our debt financing arrangements, and any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on our common stock.

Following this offering, we will receive a portion of any distributions made by GS Holdings. Because GreenSky, Inc. will be the managing member of GS Holdings, which is the managing member of GSLLC, we will have the ability, subject to the restrictions and limitations referred to above, to determine when distributions (other than tax distributions) will be made by GSLLC to GS Holdings and the amount of any such distributions. Any such distributions will be distributed to all holders of Holdco Units, including us, pro rata based on holdings of Holdco Units. The cash received from such distributions will first be used by us to satisfy any tax liability and then to make any payments required under the Tax Receivable Agreement. Subject to limited exceptions, the Holdings LLC Agreement will obligate GS Holdings to make certain tax distributions. See “Certain Relationships and Related Party Transactions—Operating Agreement of GS Holdings.” In addition, in order to maintain to the greatest extent practicable the parity in value of Holdco Units and shares of Class A common stock, to the extent that GreenSky, Inc. accumulates substantial cash and cash equivalents, and receivables from GS Holdings, we will consider making distributions to Class A common stockholders. While the determination of what level of cash and cash equivalents, and receivables from GS Holdings (if any), warrant such distribution will depend upon the facts and circumstances at the time of determination, we generally would expect to make distributions where such amounts exceed $100 million.

Other than tax-related distributions, GS Holdings did not make any distributions to its existing owners during 2015 or 2016. In 2017, we declared non-tax distributions of $346.5 million to our unit holders and holders of profits interests and a related party at the time we entered into the term loan described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Term loan and revolving loan facility” and in Note 7 to the consolidated financial statements of GS Holdings included in this prospectus, of which $337.2 million was paid as of December 31, 2017 and $3.1 million has been paid to date in 2018. In December 2017, we declared a $160.0 million special cash distribution to our unit holders and holders of profits interests using the proceeds from a sale of loan receivables and cash from operations, of which $156.1 million was paid as of December 31, 2017 and $0.9 million has been paid to date in 2018. Tax-related distributions totaled $39.5 million in 2015, $46.9 million in 2016, $71.3 million in 2017, and have totaled $36.3 million to date in 2018.

CAPITALIZATION

The following table sets forth our cash and capitalization as of March 31, 2018 on:

	•		a historical basis for GS Holdings; and
	•		a pro forma basis for GreenSky, Inc., giving effect to the transactions and other matters described under “Unaudited Pro Forma Consolidated Financial Information,” including the Reorganization Transactions, and application of the proceeds from this offering as described in “Use of Proceeds” based upon an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses and other related transaction costs payable by us.

You should read this table, together with the information contained in this prospectus, including “Use of Proceeds,” “Unaudited Pro Forma Consolidated Financial Information,” “Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this prospectus.


	As of March 31, 2018
	Actual GS Holdings				Pro Forma GreenSky, Inc.
	(dollars in thousands)
Cash		$	277,501			$

Debt:
Total debt			388,555
Temporary equity:
Redeemable preferred units			430,348
Class B common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis

Total temporary equity			430,348
Capital (permanent equity (deficit)):
Preferred Stock, par value $0.01 per share, shares authorized on a pro forma basis; no shares issued and outstanding on a pro forma basis
Class A common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis
Paid-in capital			(553,901	)
Retained earnings			99,029

Total permanent equity (deficit), before noncontrolling interests			(454,872	)
Noncontrolling interests

Total permanent equity (deficit)			(454,872	)

Total capitalization		$	641,532			$

Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the paid-in capital and total permanent equity (deficit) by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

DILUTION

If you invest in the initial public offering of our Class A common stock, your interest will be diluted to the extent of the excess of the initial public offering price per share of our Class A common stock over the pro forma net tangible book value per share of our Class A common stock after this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the net tangible book value per share attributable to the existing equity holders.

Our pro forma net tangible book value at March 31, 2018 was approximately $ million. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities of GS Holdings, after giving effect to the Reorganization Transactions, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, after giving effect to the Reorganization Transactions and assuming that all of the Continuing LLC Members exchanged their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for newly-issued shares of our Class A common stock on a one-for-one basis.

After giving effect to this offering, at an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and the application of estimated net proceeds, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value at March 31, 2018 would have been $ million or $ per share of Class A common stock, assuming that all of the Continuing LLC Members exchanged their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for newly-issued shares of our Class A common stock on a one-for-one basis.

The following table illustrates the immediate dilution of $ per share to new stockholders purchasing Class A common stock in this offering, assuming the underwriters do not exercise their option to purchase additional shares.


Assumed initial public offering price per share			$
Pro forma net tangible book value per share as of March 31, 2018
Increase per share attributable to this offering
Pro forma net tangible book value per share, as adjusted to give effect to this offering
Dilution in pro forma net tangible book value per share to new investors			$

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease our pro forma net tangible book value, as adjusted to give effect to this offering, by $ million, or $ per share of Class A common stock, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters’ option to purchase additional shares is exercised in full, the increase in pro forma net tangible book value per share at March 31, 2018 attributable to this offering would have been approximately $ per share and the dilution in pro forma net tangible book value per share to new investors would be $ per share. Furthermore, the percentage of our shares held by existing equity owners would decrease to approximately % and the percentage of our shares held by new investors would increase to approximately %.

The following table summarizes, on the same pro forma basis at March 31, 2018, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share paid by the Continuing LLC Members and by new investors purchasing shares in this offering, assuming that all of the Continuing LLC Members exchanged

their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis.


	Shares of Class A Common Stock Purchased/Granted				Total Consideration					Average Price Per Share
	Number	Percentage			Amount		Percentage
					(dollars in thousands)
Investors prior to this offering				%		$			%		$
New investors in this offering				%		$			%		$

Total			100	%		$		100	%		$

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease total consideration paid by new investors in this offering and total consideration paid by all investors by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The table above excludes shares of our Class A common stock reserved for issuance under our 2018 Omnibus Incentive Compensation Plan. To the extent that equity awards are issued under our incentive plan, investors participating in this offering will experience further dilution.

SELECTED CONSOLIDATED FINANCIAL DATA

The following table shows selected historical consolidated financial data of our accounting predecessor, GS Holdings, for the periods and as of the dates presented. Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations , the exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented.

The selected Consolidated Statement of Operations data for each of the years ended December 31, 2017, 2016 and 2015, and the selected Consolidated Balance Sheet data as of December 31, 2017 and 2016, were derived from the audited consolidated financial statements of GS Holdings included elsewhere in this prospectus. The selected Consolidated Statements of Operations data for the three months ended March 31, 2018 and 2017 and the selected Consolidated Balance Sheet data as of March 31, 2018 were derived from the unaudited consolidated financial statements of GS Holdings included elsewhere in this prospectus. The unaudited consolidated financial statements have been prepared on a consistent basis with the audited consolidated financial statements of GS Holdings. Such unaudited financial statements contain all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of the financial information set forth in those statements. Our results of operations for interim periods are not necessarily indicative of the results that may be expected for the full year. Further, our historical results are not necessarily indicative of our results in any future period.

The selected consolidated financial data of GreenSky, Inc. have not been presented because GreenSky, Inc. is a newly incorporated entity and has not engaged in any business or other activities except in connection with its formation and initial capitalization.

You should read the following financial information together with the information under “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes included elsewhere in this prospectus.


	Year ended December 31,										Three months ended March 31,
	2017				2016			2015			2018				2017
	(dollars in thousands, except per unit data)
Consolidated Statements of Operations Data:
Revenue
Transaction fees		$	278,958			$	228,446		$	152,678		$	70,940			$	54,921
Servicing and other			46,929				35,419			20,779			14,386				10,416

Total revenue			325,887				263,865			173,457			85,326				65,337
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145			36,506			36,130				23,299
Compensation and benefits			54,650				39,836			27,738			16,343				12,430
Sales and marketing			2,198				1,085			861			828				233
Property, office and technology			10,062				8,000			4,283			2,722				2,526
Depreciation and amortization			3,983				3,708			2,356			970				966
General and administrative			14,876				10,602			7,071			4,173				3,780
Related party expenses			4,811				1,678			1,536			583				511

Total costs and expenses			180,288				144,054			80,351			61,749				43,745

Operating Profit			145,599				119,811			93,106			23,577				21,592
Total other income/(expense), net			(6,931	)			4,653			713			(4,973	)			419

Net income		$	138,668			$	124,464		$	93,819		$	18,604			$	22,011

Net income attributable to participating interests			35,449				25,233			17,594			5,571				4,979

Net income attributable to Class A unit holders		$	103,219			$	99,231		$	76,225		$	13,033			$	17,032

Earnings per unit attributable to Class A unit holders ⁽¹⁾ :
Basic		$	7.74			$	7.44		$	5.72		$	0.98			$	1.28

Diluted		$	7.49			$	7.19		$	5.54		$	0.95			$	1.21

⁽¹⁾

See Note 2 to the Consolidated Financial Statements of GS Holdings included elsewhere in this prospectus for a description of how we compute basic and diluted earnings per unit.


	As of December 31,								As of March 31,
	2017				2016				2018
	(dollars in thousands)
Consolidated Balance Sheet Data:
Cash		$	224,614			$	185,243			$	277,501
Restricted cash			129,224				42,871				141,677
Loan receivables held for sale, net			73,606				41,268				67,291
Property, equipment and software, net			7,848				7,018				7,670
Total assets			462,889				302,205				521,326
Finance charge reversal liability			94,148				68,064				100,913
Term loan			338,263				—				388,555
Total liabilities			488,928				89,995				545,850
Total temporary equity			430,348				335,720				430,348
Total permanent equity (deficit)			(456,387	)			(123,510	)			(454,872	)

Other Financial Data


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
	(dollars in thousands)
Adjusted EBITDA		$	159,432		$	130,741		$	97,456		$	27,475		$	23,807

For information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, see “Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data.”

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2017 and the three months ended March 31, 2018 present our consolidated results of operations after giving pro forma effect to (i) the Reorganization Transactions and this offering, as described under “Organizational Structure,” as if such transactions occurred on January 1, 2017; (ii) the use of the estimated net proceeds to us from this offering, as described under “Use of Proceeds;” (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;” and (iv) a provision for corporate income taxes on the income attributable to GreenSky, Inc. at an effective rate of %, inclusive of all United States federal, state and local income taxes.

The unaudited Pro Forma Consolidated Balance Sheet is based on our historical unaudited Consolidated Balance Sheet as of March 31, 2018 and includes pro forma adjustments to give effect to (i) the Reorganization Transactions and this offering, as described under “Organizational Structure,” as if such transactions had occurred on March 31, 2018; (ii) the use of the estimated net proceeds from this offering, as described under “Use of Proceeds;” and (iii) the effects of the Tax Receivable Agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” The unaudited Pro Forma Consolidated Statements of Operations are based on (i) our audited consolidated financial statements as of and for the year ended December 31, 2017, and (ii) our unaudited consolidated financial statements as of and for the three months ended March 31, 2018.

The unaudited pro forma consolidated financial statements have been prepared on the basis that we will be taxed as a corporation for United States federal and state income tax purposes and, accordingly, will become a taxpaying entity subject to United States federal and state income taxes, and should be read in conjunction with “Organizational Structure,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus.

The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions that we believe are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or that could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expense associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

The unaudited pro forma consolidated financial statements and related notes are presented for illustrative purposes only. If this offering and other transactions contemplated herein had occurred in the past, our operating results might have been materially different from those presented in the unaudited pro forma financial statements. The unaudited pro forma consolidated financial statements should not be relied upon as an indication of operating results that our Company would have achieved if this offering and other transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited Pro Forma Consolidated Statements of Operations and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma consolidated financial statements.

GREENSKY, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2018


	GS Holdings Historical				Reorganization Transactions Adjustments		GS Holdings Historical as Adjusted for the Reorganization Transactions		Offering Adjustments		GreenSky, Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(dollars in thousands, except per share data)
Assets
Cash ⁽¹⁾		$	277,501			$		$		$		$
Restricted cash			141,677
Loan receivables held for sale, net			67,291
Accounts receivable, net			17,367
Related party receivables			457
Property, equipment and software, net			7,670
Other assets			9,363

Total assets ⁽²⁾		$	521,326			$		$		$		$

Liabilities, Temporary and Permanent Equity (Deficit)
Liabilities
Accounts payable		$	11,899			$		$		$		$
Accrued compensation and benefits			3,372
Other accrued expenses			940
Finance charge reversal liability			100,913
Term loan			388,555
Related party liabilities			1,472
Other liabilities			38,699

Total liabilities ⁽²⁾			545,850

Commitments, Contingencies and Guarantees (Note 11 to Consolidated Financial Statements of GS Holdings)
Temporary Equity
Redeemable preferred units			430,348
Temporary equity attributable to GreenSky, Inc. ⁽³⁾ :
Class B common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis
Permanent Equity (Deficit)
Permanent equity attributable to GreenSky, Inc. ^(2)(3)(4) :
Preferred stock, par value $0.01 per share, shares authorized on a pro forma basis; no shares issued and outstanding on a pro forma basis
Class A common stock, par value $0.01 per share, shares authorized on a pro forma basis; shares issued and outstanding on a pro forma basis
Paid-in capital			(553,901	)
Retained earnings			99,029

Total permanent equity attributable to GreenSky, Inc.
Total permanent equity (deficit) attributable to GS Holdings			(454,872	)
Equity attributable to noncontrolling interests ⁽⁵⁾ :

Total permanent equity (deficit)			(454,872	)

Total liabilities, temporary and permanent equity (deficit)		$	521,326			$		$		$		$

See Notes to Pro Forma Consolidated Balance Sheet

Notes to Pro Forma Consolidated Balance Sheet

(1)

Reflects the net effect on cash of the receipt of offering proceeds to us of $ million from the sale of shares of Class A common stock at an assumed price of $ per share as described in “Use of Proceeds” after application thereof to the following items:

	(a)		payment of $ million to purchase newly-issued Holdco Units from GS Holdings, as described under “Organizational Structure—Offering-Related Transactions;”
	(b)		payment of $ million to purchase million Holdco Units from the Exchanging Members as described under “Organizational Structure—Offering-Related Transactions” at an assumed price of $ minus the underwriting discounts and commissions;
	(c)		payment of $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors; and
	(d)		payment of approximately $ million of underwriting discounts and commissions and estimated offering expenses.

(2)

Reflects adjustments to give effect to the Tax Receivable Agreement as a result of the Reorganization Transactions based on the following assumptions:

	(a)		we will record an increase in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased interests, based on an effective income tax rate of % (which includes a provision for United States federal, state and local income taxes);
	(b)		we will record 85% of the estimated realizable tax benefit as an increase to the liability due to TRA Parties under the Tax Receivable Agreement and the remaining 15% of the estimated realizable tax benefit as an increase to total stockholders’ equity, which assumes that the initial net step-up is equal to the cash paid to the Exchanging Members;
	(c)		we will record an increase in deferred tax assets for payments under the Tax Receivable Agreement, which will give rise to additional tax benefits and additional potential payments under the Tax Receivable Agreement; and
	(d)		assumes that there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets.

(3)

Represents adjustments to permanent and temporary equity reflecting the following:

	(a)		par value for Class A common stock and Class B common stock to be outstanding following the offering;
	(b)		receipt of offering proceeds of $ million as a result of this offering;
	(c)		payment of $ million to purchase Holdco Units held by Exchanging Members, as described under “Organizational Structure—Offering-Related Transactions;”
	(d)		payment of approximately $ million of underwriting discounts and commissions and estimated offering expenses;
	(e)		a decrease of $ million resulting from the Tax Receivable Agreement offset by the deferred tax asset as a result of the Reorganization Transactions;
	(f)		a decrease due to the reclassification of $ million of GS Holdings members’ equity upon consolidation;
	(g)		payment of $ million to purchase newly-issued Holdco Units from GS Holdings, as described under “Organizational Structure—Offering-Related Transactions;” and
	(h)		payment of $ million to redeem shares of our Class A common stock from equity holders of the Former Corporate Investors.

(4)

GreenSky, Inc. will be the managing member of GS Holdings. GreenSky, Inc. will initially own % of the economic interest in GS Holdings, but will have 100% of the voting power and control the management of GS Holdings. Pursuant to the consolidation guidance provided in ASC 810, Consolidation , we determined that GS Holdings will be a variable interest entity. Further, GreenSky, Inc. will be the primary beneficiary of GS Holdings, as it will have a controlling financial interest in GS Holdings. Accordingly, GreenSky, Inc. will consolidate the results of GS Holdings. GreenSky, Inc. will record a noncontrolling interest on its consolidated

			balance sheet representing the economic interest of investors in GS Holdings other than GreenSky, Inc. Immediately following the Reorganization Transactions and this offering, the noncontrolling interest, based on the assumptions to the pro forma financial information, will be $ million. Pro forma noncontrolling interest, including noncontrolling interest at GS Holdings, represents % of the pro forma equity of GS Holdings of $ million.
	(5)		The increase in noncontrolling interest reflects the reclassification of permanent equity (deficit) representing the ownership interests of the Continuing LLC Members in GS Holdings of $ million to noncontrolling interest upon consolidation.

GREENSKY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2018


	GS Holdings Historical				Reorganization Transactions Adjustments		GS Holdings Historical as Adjusted for the Reorganization Transactions		Offering Adjustments		GreenSky, Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(dollars in thousands, except per share data)
Revenue
Transaction fees		$	70,940			$		$		$		$
Servicing and other			14,386

Total revenue			85,326

Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)			36,130
Compensation and benefits			16,343
Sales and marketing			828
Property, office and technology			2,722
Depreciation and amortization			970
General and administrative			4,173
Related party expenses			583

Total costs and expenses			61,749

Operating profit			23,577

Other income/(expense) net
Interest income			1,320
Interest expense			(5,591	)
Other gains/(losses)			(702	)

Total other income/(expense), net			(4,973	)

Income before income tax expense
Income tax expense

Net income		$	18,604			$		$		$		$
Net income attributable to noncontrolling interests

Net income attributable to GreenSky, Inc.						$		$		$		$

Per Share Data:
Pro forma weighted average shares of Class A common stock outstanding:
Basic						$		$		$		$
Diluted						$		$		$		$
Pro forma net income available to Class A common stock per share:
Basic						$		$		$		$
Diluted						$		$		$		$

See Notes to Pro Forma Consolidated Statement of Operations

GREENSKY, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2017


	GS Holdings Historical				Reorganization Transactions Adjustments		GS Holdings Historical as Adjusted for the Reorganization Transactions		Offering Adjustments		GreenSky, Inc. Pro Forma as Adjusted for this Offering and Use of Proceeds
	(dollars in thousands, except per share data)
Revenue
Transaction fees		$	278,958			$		$		$		$
Servicing and other			46,929

Total revenue			325,887

Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708
Compensation and benefits			54,650
Sales and marketing			2,198
Property, office and technology			10,062
Depreciation and amortization			3,983
General and administrative			14,876
Related party expenses			4,811

Total costs and expenses			180,288

Operating profit			145,599

Other income/(expense) net
Interest income			5,180
Interest expense			(7,536	)
Other gains/(losses)			(4,575	)

Total other income/(expense), net			(6,931	)

Income before income tax expense
Income tax expense

Net income		$	138,668			$		$		$		$
Net income attributable to noncontrolling interests

Net income attributable to GreenSky, Inc.						$		$		$		$

Per Share Data:
Pro forma weighted average shares of Class A common stock outstanding:
Basic						$		$		$		$
Diluted						$		$		$		$
Pro forma net income available to Class A common stock per share:
Basic						$		$		$		$
Diluted						$		$		$		$

See Notes to Pro Forma Consolidated Statement of Operations

Notes to Pro Forma Consolidated Statement of Operations

	(1)		GreenSky, Inc. will be the managing member of GS Holdings. GreenSky, Inc. will initially own % of the economic interest in GS Holdings, but will have 100% of the voting power and control the management of GS Holdings. The Continuing LLC Members will own the remaining % of the economic interest in GS Holdings, which will be accounted for as a noncontrolling interest in the future consolidated financial results of GreenSky, Inc. Immediately following the offering and the use of proceeds to us therefrom, the noncontrolling interest will be %. Net income attributable to the noncontrolling interest will represent % of income before income taxes. These amounts have been determined based on the assumption that the underwriters’ option to purchase additional shares is not exercised. If the underwriters’ option to purchase additional shares is exercised, the ownership percentage held by the noncontrolling interest would decrease to %.
	(2)		Following the Reorganization Transactions and this offering, GreenSky, Inc. will be subject to United States federal income taxes, in addition to state and local taxes, with respect to its allocable share of any net taxable income of GS Holdings, which will result in higher income taxes than during our history as a limited liability company. As a result, the Pro Forma Consolidated Statements of Operations reflect an adjustment to our provision for corporate income taxes to reflect an effective rate of %, which includes a provision for United States federal income taxes and uses our estimate of the weighted average statutory rates apportioned to each state and local jurisdiction.
	(3)		The shares of Class B common stock of GreenSky, Inc. do not share in GreenSky, Inc. earnings and are, therefore, not allocated any net income attributable to the controlling and noncontrolling interests. As a result, the shares of Class B common stock are not considered participating securities and are, therefore, not included in the weighted average shares outstanding for purposes of computing net income available per share.
	(4)		For purposes of applying the as-if converted method for calculating diluted earnings per share, we assumed that all Holdco Units are exchanged (with automatic cancellation of all outstanding shares of Class B common stock) for Class A common stock. Such exchange is affected by the allocation of income or loss associated with the exchange of Holdco Units (and cancellation of Class B common stock) for Class A common stock and, accordingly, the effect of such exchange has been included for calculating diluted pro forma net income available to Class A common stock per share. Giving effect to (i) the exchange of all Holdco Units (and cancellation of Class B common stock) for shares of Class A common stock and (ii) the vesting of all unvested Holdco Unit stock based compensation awards, diluted pro forma net income per share available to Class A common stock would be computed as follows:

Year ended
December 31, 2017

Three months ended
March 31, 2018

Pro forma income before income taxes

Adjusted pro forma income taxes ^(a)

Adjusted pro forma net income to GreenSky, Inc. stockholders ^(b)

Weighted average shares of Class A common stock outstanding (assuming the exchange of all Holdco Units for shares of Class A common stock) ^(c)

Pro forma diluted net income available to Class A common stock per share

	(a)		Represents the implied provision for income taxes assuming the exchange of all Holdco Units in GS Holdings for shares of Class A common stock of GreenSky, Inc. using the same method applied in calculating the pro forma tax provision.
	(b)		Assumes elimination of noncontrolling interest due to the assumed exchange of all Holdco Units (and cancellation of Class B common stock) for shares of Class A common stock of GreenSky, Inc. as of the beginning of the period.
	(c)		The unvested units are converted to Holdco Units based on the treasury stock method and an as-if converted method is used to give effect to the exchange provisions of the Holdings LLC Agreement for the diluted weighted average share calculation.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.”

Following the formation of GS Holdings, effective August 2017 the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. The exchange was accounted for as a common control transaction resulting in a change in the reporting entity. As the entities were always under common control, we retrospectively adjusted the historical consolidated financial statements of GS Holdings as if the common control transaction had occurred as of the earliest period presented. The following discussion should be read in conjunction with the consolidated financial statements and related notes of GS Holdings included in this prospectus.

Overview

We have achieved significant growth in active merchants, transaction volume, total revenue, net income and Adjusted EBITDA. Our low-cost go-to-market strategy, coupled with our recurring revenue model, has helped us generate strong margins. Transaction volume (as defined below) was $3.8 billion in 2017, representing an increase of 31% from $2.9 billion in 2016. Further, transaction volume was $1.0 billion in the three months ended March 31, 2018, representing an increase of 47% from $0.7 billion in the three months ended March 31, 2017. Active merchants (as defined below) totaled 12,231 as of March 31, 2018, representing an increase of 52% from 8,048 as of March 31, 2017. Our total revenue grew 23% from $264 million in 2016 to $326 million in 2017, net income grew 12% from $124 million in 2016 to $139 million in 2017, and Adjusted EBITDA grew 21% from $131 million in 2016 to $159 million in 2017. For the period ended March 31, 2018, total revenue was $85 million, net income was $19 million and Adjusted EBITDA was $27 million. For information regarding our use of Adjusted EBITDA, a non-GAAP measure, and a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure, see “Prospectus Summary–Summary Historical and Pro Forma Consolidated Financial Data.”

The charts below demonstrate these upward trends:

Business Metrics

We review a number of operating and financial metrics, including the following, to evaluate our business, measure our performance, identify trends, formulate plans and make strategic decisions.


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017

Active Merchants
Number			10,891			7,361			5,076			12,231			8,048
Percentage Increase			48%			45%						52%
Transaction Volume
Dollars (millions)		$	3,767		$	2,882		$	2,076		$	1,033		$	705
Percentage Increase			31%			39%						47%
Loan Servicing Portfolio
Dollars (millions)		$	5,390		$	3,832		$	2,561		$	5,693		$	4,018
Percentage Increase			41%			50%						42%
Cumulative Consumer Accounts
Number			1,565,166			1,077,400			692,428			1,709,364			1,181,230

Active Merchants. We define active merchants as home improvement merchants and healthcare providers that have submitted at least one consumer application during the 12 months ended at the date of measurement. Since our transaction volume is a function of the size, engagement and growth of our merchant network, active merchants, in aggregate, are an indicator of future revenue and profitability, although they are not directly correlated. As of March 31, 2018, we had 12,231 active merchants on our platform, representing an increase of 52% over 8,048 as of March 31, 2017.

Transaction Volume. We define transaction volume as the dollar value of loans facilitated on our platform during a given period. Transaction volume is an indicator of revenue and overall platform profitability and has grown substantially in the past several years. For the three months

ended March 31, 2018, transaction volume was $1.0 billion, which represented an increase of 47% over $0.7 billion for the same period in 2017.

Loan Servicing Portfolio. We define our loan servicing portfolio as the aggregate outstanding consumer loan balance (principal plus accrued interest and fees) facilitated and serviced by our platform at the date of measurement. Our loan servicing portfolio is an indicator of our servicing activities. As of December 31, 2017, we had a loan servicing portfolio of $5.4 billion, representing an increase of 41% over $3.8 billion as of December 31, 2016. Our average loan servicing portfolio was $4.5 billion in 2017 and $3.2 billion in 2016. As of March 31, 2018, we had a loan servicing portfolio of $5.7 billion, representing an increase of 42% over $4.0 billion as of March 31, 2017. Our average loan servicing portfolio was $5.5 billion for the three months ended March 31, 2018 and $3.9 billion for the same period in 2017.

Cumulative Consumer Accounts. We define cumulative consumer accounts as the aggregate number of consumer accounts approved on our platform since our inception, including both existing and prior accounts. Although not directly correlated to revenue, cumulative consumer accounts is a measure of our brand awareness among consumers, as well as the value of the data we have been collecting from such consumers since our inception. We may use this data to support future growth by cross-marketing products and delivering potential additional customers to merchants who may not have been able to source those customers themselves. As of March 31, 2018, we had 1.7 million cumulative consumer accounts compared to 1.2 million as of March 31, 2017.

Factors Affecting our Performance

Growth in Active Merchants and Transaction Volume. Growth trends in active merchants and transaction volume are critical variables directly affecting our revenue and financial results. Both factors influence the number of loans funded on our platform and, therefore, the fees that we earn and the per unit cost of the services that we provide. Growth in active merchants and transaction volume will depend on our ability to retain our existing platform participants, add new participants and expand to new industry verticals. To support our efforts to increase our network of merchants, we expanded our sales and marketing groups, which focus on merchant acquisition, from 37 full-time-equivalents as of December 31, 2015 to 120 as of March 31, 2018.

Increasing Bank Partner Commitments. Bank Partner funding commitments are integral to the success of our program. Our ability to increase transaction volume and expand our loan servicing portfolio is dependent on securing sufficient commitments from our Bank Partners and adding new Bank Partners to our program. As of March 31, 2018, we had approximately $8.1 billion of total commitments from our Bank Partners, of which $2.6 billion were unused, and which should be sufficient to fund more than one year of originations based on an average rolling 12 months of origination volume. Our efforts to grow existing commitments from our Bank Partners and to attract new Bank Partners to our program is an integral part of our strategy.

Performance of the Loans our Bank Partners Originate. While our Bank Partners bear substantially all of the credit risk on their wholly-owned loan portfolios, Bank Partner credit losses and prepayments impact our profitability as follows:

•

Our contracts with our Bank Partners entitle us to incentive payments when the finance charges billed to borrowers exceed the sum of an agreed-upon portfolio yield, a fixed servicing fee and realized credit losses. This incentive payment varies from month to month, primarily due to the amount of realized credit losses.

•

With respect to deferred interest loans, we bill the consumer for interest throughout the deferred interest promotional period, but the consumer is not obligated to pay any interest if the loan is repaid in full before the end of the promotional period. We are obligated to remit this accumulated billed interest to our Bank Partners to the extent the loan principal balances are paid off within the promotional periods (each event, a “finance charge reversal” or “FCR”) even though the interest billed to the consumer is reversed. Our maximum FCR liability is limited to the gross amount of finance charges billed during promotional periods, offset by the collection of incentive payments from our Bank Partners during such periods and proceeds

received from transfers of Charged-Off Receivables. Our profitability is impacted by the difference between the cash collected from the incentive payments and Charged-Off Receivables, and the cash to be remitted on a future date to settle our FCR liability. Our FCR liability quantifies our expected future obligation to remit billed interest with respect to deferred interest loans.

•

If credit losses exceed an agreed-upon threshold, we make limited payments to our Bank Partners. Our maximum financial exposure is contractually limited to the escrow that we establish with each Bank Partner, which represented a weighted average target rate of 1.3% of the total outstanding principal balance as of March 31, 2018. Cash set aside to meet this requirement is classified as restricted cash in our Consolidated Balance Sheets.

For further discussion of our sensitivity to the credit risk exposure of our Bank Partners, see “Quantitative and Qualitative Disclosure About Market Risk—Credit Risk.”

General Economic Conditions and Industry Trends. Our results of operations are impacted by the relative strength of the overall economy and its effect on unemployment, consumer spending behavior and consumer demand for our merchants’ products and services. As general economic conditions improve or deteriorate, the amount of disposable income consumers have tends to fluctuate, which in turn impacts consumer spending levels and the willingness of consumers to take out loans to finance purchases. Specific economic factors such as interest rate levels, changes in monetary and related policies, market volatility, consumer confidence and, particularly, unemployment rates also influence consumer spending and borrowing patterns. In addition, trends within the industry verticals in which we operate affect consumer spending on the products and services our merchants offer in those industry verticals. For example, the strength of the national and regional real estate markets and trends in new and existing home sales impact demand for home improvement goods and services and, as a result, the volume of loans originated to finance these purchases. In addition, trends in healthcare costs, advances in medical technology, and increasing life expectancy are likely to impact demand for elective medical procedures and services.

Seasonality. Our operating results can vary from quarter to quarter as a result of seasonality in consumer spending and payment patterns. Our revenue growth generally is higher during the second and third quarters of the year as the weather improves, the residential real estate market becomes more active and consumers begin home improvement projects. During these periods, we tend to experience increased loan applications and, in turn, transaction volume. Conversely, our revenue growth generally slows during the first and fourth quarters of the year, as consumer spending on home improvement projects tends to slow leading up to the holiday season and through the winter months. As a result, growth in loan applications and transaction volume also tends to slow during these periods. Unlike the home improvement vertical, the elective healthcare vertical is less susceptible to quarter to quarter seasonality, as the volume of elective heathcare procedures tends to remain relatively constant throughout the year. Our seasonality trends may vary in the future as we introduce our program to new industry verticals and we become less concentrated in the home improvement industry.

The origination related and finance charge reversal components of our cost of revenue also are subject to these same seasonal factors, while the servicing related component of cost of revenue, in particular customer service staffing, printing and posting costs, is not as closely correlated to seasonal volume patterns. As transaction volume increases, the transaction volume related personnel costs, as well as costs related to credit and identity verification, among other activities, increase as well. Further, costs related to finance charge reversals are positively correlated to transaction volume in the same period of the prior year. As prepayments on deferred interest loans, which trigger finance charge reversals, typically are highest towards the end of the promotional period, and promotional periods are most commonly 12, 18 and 24 months, finance charge reversal settlements follow a similar seasonal pattern as transaction volumes over the course of a calendar year.

Components of Results of Operations

Revenue

We generate a substantial majority of our total revenue from transaction fees paid by merchants each time a consumer utilizes our platform to finance a purchase and, to a lesser extent, from fixed servicing fees on Bank Partner loans.

Transaction fees. We earn a specified transaction fee in connection with each purchase made by a consumer based on a loan’s terms and promotional features. Transaction fees are billed to, and collected directly from, the merchant and are considered to be earned at the time of the merchant’s transaction with the consumer. We also may earn a specified interchange fee in connection with purchases where payments are processed through a credit card payment network. Transaction fees constitute the majority of our total revenues, accounting for approximately 83% of our total revenues for the three months ended March 31, 2018.

Servicing and other. Servicing fees are derived from providing professional services to manage loan portfolios on behalf of our Bank Partners. We are entitled to collect servicing fees as part of the servicing agreements with our Bank Partners, which are paid monthly based upon an annual fixed percentage of the outstanding Bank Partner loan portfolio balance.

Cost of Revenue (exclusive of depreciation and amortization expense)

Origination and servicing costs. Origination and servicing costs consist primarily of compensation and benefits related to activities such as customer service and merchant underwriting. In addition, we incur processing fees on each transaction processed by our third-party transaction processor, costs for printing and postage related to consumer statement production and other costs related to consumer application review. We expect our origination and servicing related costs to decrease on a per unit basis as we realize greater economies of scale and the benefits of investments in these functions over the past few years.

Fair value change in FCR liability. Deferred interest loan products, which historically have represented a substantial portion of our transaction volume, have a feature whereby the consumer borrower is provided a promotional period to repay the loan principal balance in full without incurring finance charges. We bill interest accrued on the loan each month to the consumer throughout the promotional period and, if the loan is repaid in full before the end of the promotional period, the interest billed to the consumer is reversed. Under the terms of our contracts with our Bank Partners, we are obligated to remit this reversed billed interest to the Bank Partners.

The monthly billing of interest on deferred interest loan products triggers a potential future FCR liability for us, which qualifies as an embedded derivative. Fair value changes reflect the increase or decrease in our expected obligation to return billed interest to our Bank Partners in the future. Fair value changes in the FCR liability are partially offset by the receipt of monthly incentive payments from Bank Partners during the promotional period, which vary from month to month.

Our total FCR liability is recorded in our Consolidated Balance Sheets and is calculated at the end of each period as the following:

	•		FCR liability beginning balance, plus
	•		Receipts, which are comprised of, first, incentive payments from Bank Partners and, second, transfers of rights to previously charged-off loan receivables (“Charged-Off Receivables”) in exchange for cash. Incentive payments from Bank Partners are the surplus of finance charges billed to borrowers over an agreed-upon portfolio yield, a fixed servicing fee and realized net credit losses. Transfers of Charged-Off Receivables are cash payments we receive from third party investors for recovery interests in previously charged-off Bank Partner loans; minus
	•		Settlements, which represent the remittance of previously billed, but uncollected, finance charges for loans that were paid off within the promotional period, plus
	•		Fair value change in FCR liability, which represents an estimate of future settlements, equals
	•		FCR liability ending balance

See Notes 1 and 3 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information on our FCR liability, including an illustration of the sensitivity of the fair value of our FCR liability to changes in the finance charge reversal rate and “Quantitative and Qualitative Disclosures about Market Risk—Credit risk” for additional information on the sensitivity of the fair value of our FCR liability to portfolio net credit losses.

Operating Expenses

Compensation and benefits. Compensation and benefits expenses primarily consist of salaries, benefits and share-based compensation for executive, information technology, sales and marketing, finance, legal, human resources, product management and other overhead-related activities.

Sales and marketing. Sales and marketing expenses, which exclude compensation and benefits, primarily relate to promotional activities and travel related expenses. The majority of our sales and marketing spend is “business-to-business” related, as we primarily attract new merchants to our program through trade shows, on-site visits with prospective merchants and other means.

Property, office and technology. Property, office and technology expenses primarily relate to technology, telecommunications and rent expense. These costs also include maintenance and security expenses associated with our facilities, as well as expenses related to phone and internet usage.

Depreciation and amortization. Depreciation and amortization expense is related to capitalizable computer hardware, furniture and leasehold improvements, as well as software, which is primarily internally developed. Computer hardware and software are expensed over three years, furniture is expensed over five years, and leasehold improvements are expensed over the shorter of the expected life of the asset or the remaining lease term.

General and administrative. General and administrative expenses primarily consist of legal, accounting, consulting and investment banking fees, recruiting and travel costs, as well as Bank Partner escrow expenses. We establish an escrow with each of our Bank Partners (which represented a weighted average target rate of 1.3% of the total outstanding principal balance as of March 31, 2018) that is available to offset certain net credit losses. Cash set aside to meet this requirement is classified as restricted cash in our Consolidated Balance Sheets.

Related party expenses. Related party expenses primarily consist of rent expense, as we lease office space from a related party. In addition, we make equity-based payments to certain related parties.

Results of Operations

The following table summarizes our historical Consolidated Statement of Operations data:


	Year ended December 31,										Three months ended March 31,
	2017				2016			2015			2018				2017
	(dollars in thousands, except per unit data)
Revenue
Transaction fees		$	278,958			$	228,446		$	152,678		$	70,940			$	54,921
Servicing and other			46,929				35,419			20,779			14,386				10,416

Total revenue			325,887				263,865			173,457			85,326				65,337

Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145			36,506			36,130				23,299
Compensation and benefits			54,650				39,836			27,738			16,343				12,430
Sales and marketing			2,198				1,085			861			828				233
Property, office and technology			10,062				8,000			4,283			2,722				2,526
Depreciation and amortization			3,983				3,708			2,356			970				966
General and administrative			14,876				10,602			7,071			4,173				3,780
Related party expenses			4,811				1,678			1,536			583				511

Total costs and expenses			180,288				144,054			80,351			61,749				43,745

Operating profit			145,599				119,811			93,106			23,577				21,592
Other income/(expense), net			(6,931	)			4,653			713			(4,973	)			419

Net income		$	138,668			$	124,464		$	93,819		$	18,604			$	22,011

Net income attributable to participating interests			35,449				25,233			17,594			5,571				4,979

Net income attributable to Class A unit holders		$	103,219			$	99,231		$	76,225		$	13,033			$	17,032

Earnings per unit attributable to Class A unit holders:
Basic		$	7.74			$	7.44		$	5.72		$	0.98			$	1.28

Diluted		$	7.49			$	7.19		$	5.54		$	0.95			$	1.21

Pro forma net income attributable to Class A unit holders ⁽¹⁾		$	63,576			$	60,884		$	47,898		$	10,118			$	10,381

Pro forma earnings per unit attributable to Class A unit holders:
Basic		$	4.77			$	4.57		$	3.59		$	0.76			$	0.78

Diluted		$	4.62			$	4.41		$	3.48		$	0.74			$	0.74

(1)

Pro forma net income represents net income attributable to Class A unit holders adjusted for income tax expense. Pro forma net income and pro forma earnings per unit attributable to Class A unit holders are supplemental measures of operating performance that do not represent, and should not be considered alternatives to, net income and earnings per unit attributable to Class A unit holders, as determined by GAAP. A reconciliation of pro forma net income to net income, the most directly comparable GAAP measure, is set forth below.


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
	(dollars in thousands)
Numerator:
Net income attributable to Class A unit holders		$	103,219		$	99,231		$	76,225		$	13,033		$	17,032
Pro forma income tax expense attributable to Class A unit holders ⁽¹⁾			39,643			38,347			28,327			2,915			6,651

Pro forma net income attributable to Class A unit holders		$	63,576		$	60,884		$	47,898		$	10,118		$	10,381

(1)

Represents the tax effect of corporate income taxes with respect to our allocable share of any taxable income or loss generated by GS Holdings, at assumed effective tax rates of 38.41%, 38.64% and 37.16% for the years ended December 31, 2017, 2016 and 2015, respectively, and 22.37% and 39.05% for the three months ended March 31, 2018 and 2017, respectively. Amounts include provisions for United States federal income taxes, assuming the highest statutory rates apportioned to each applicable state and local jurisdiction. See Note 2 to the Consolidated Financial Statements of GS Holdings included in this prospectus for a description of how we compute basic and diluted earnings per unit attributable to Class A unit holders.

Three Months Ended March 31, 2018 and 2017

Total Revenue


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
Transaction fees		$	70,940		$	54,921		$	16,019		29	%
Servicing and other			14,386			10,416			3,970		38	%

Total revenue		$	85,326		$	65,337		$	19,989		31	%

Total revenue increased $20.0 million, or 31%, in the first three months of 2018 compared to the same period in 2017. The increase was primarily due to the net effect of a 29% increase in transaction fees, from $54.9 million in the first three months of 2017 to $70.9 million in the first three months of 2018. The increase in transaction fees was driven by a 47% increase in transaction volume. The impact of higher transaction volume was offset by a decrease in transaction fees earned per dollar originated from 7.79% in the first three months of 2017 to 6.87% in the same period in 2018. Transaction fee rates vary based on the financing terms selected by consumers at the point of sale and, in general, loans with higher annual percentage yields carry lower transaction fee rates. In the first three months of 2018, relative to the same period in 2017, we facilitated a larger volume of loans with higher annual percentage yields, resulting in the decrease in transaction fees earned per dollar originated. The impact of higher transaction volume was further offset by promotional pricing we offered to certain merchants during the first three months of 2018, which reduced transaction fees by $2.4 million.

The increase in servicing and other revenue was primarily attributable to an increase in our loan servicing portfolio, which grew 42% in size from March 31, 2017 to March 31, 2018. We earn fixed servicing fees from our Bank Partners on this portfolio.

Cost of revenue (exclusive of depreciation and amortization expense)


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
Origination related		$	6,241		$	4,383		$	1,858		42	%
Servicing related			8,379			5,447			2,932		54	%
Fair value change in FCR liability			21,510			13,469			8,041		60	%

Total cost of revenue (exclusive of depreciation and amortization expense)		$	36,130		$	23,299		$	12,831		55	%

Origination related

Origination related expenses increased $1.9 million, or 42%, in the first three months of 2018 compared to the same period in 2017. These expenses increased to support our 47% period over period transaction volume growth and primarily included the cost of our customer service staff that supports Bank Partner loan originations. Origination related expenses also included costs of credit and identity verification, loan document delivery and transaction processing.

Servicing related

Servicing related expenses increased $2.9 million, or 54%, in the first three months of 2018 compared to the same period in 2017. These expenses increased to support our 42% period over period loan servicing portfolio growth and primarily included the cost of our personnel (including dedicated call center personnel), printing and postage.

Fair value change in FCR liability

Calculations of our FCR liability for the three months ended March 31, 2018 and 2017 are included below, which highlight the activity that drove the increase in the fair value change in FCR liability included in our cost of revenue.


	Three months ended March 31,
	2018				2017
	(dollars in thousands)
Beginning balance		$	94,148			$	68,064
Receipts			28,093				20,419
Settlements			(42,838	)			(28,771	)
Fair value change in FCR liability			21,510				13,469

Ending balance		$	100,913			$	73,181

FCR related receipts were $28.1 million in the first three months of 2018, an increase of $7.7 million, or 38%, compared to the same period in 2017. Of this increase, $5.0 million was related to cash proceeds from transfers of Charged-Off Receivables to third party investors during the 2018 period. The remaining increase in receipts was attributable to incentive payments from Bank Partners, which were driven by 42% period-over-period growth in our loan servicing portfolio, partially offset by higher Bank Partner net credit losses as a percentage of their loan servicing portfolios as those portfolios seasoned.

Settlements, which represent the remittance to our Bank Partners of previously billed, but uncollected finance charges for loans that were paid off within the promotional period, increased $14.1 million, or 49%, in the first three months of 2018 compared to the same period in 2017. Settlement activity increased primarily as a result of continued growth in deferred interest loan product originations.

Fair value change in FCR liability increased $8.0 million, or 60%, in the first three months of 2018 compared to the same period in 2017. As of March 31, 2018, we had $124.6 million of billed

finance charges on loans in promotional status, an increase of $33.4 million, or 37%, compared to $91.2 million as of March 31, 2017. Further, our assumed weighted average future reversal rate on these billed finance charges was 89.2% as of March 31, 2018, an increase from 87.9% as of March 31, 2017, which was reflective of the continued strong correlation between the high credit and income quality of our consumers and their propensity to pay off loans during their promotional periods.

Compensation and benefits


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
Compensation and benefits		$	16,343		$	12,430		$	3,913		31	%

Compensation and benefits expense increased $3.9 million, or 31%, in the first three months of 2018 compared to the same period in 2017. The increase was primarily driven by increased headcount. Headcount for employees not included in cost of revenue averaged 384 in the first three months of 2018 compared to 322 in the same period in 2017, an increase of 19%. Management expects compensation and benefits to increase for the full year 2018 compared to 2017 as we continue to add headcount, particularly in our sales and marketing and technology functions.

Included in compensation and benefits expense is share-based compensation expense. See Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus for discussion of unrecognized compensation costs related to non-vested Unit Options as of March 31, 2018 and the weighted average remaining service period over which those costs will be recognized, which will impact compensation and benefits expense in future periods.

Sales and marketing


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
Sales and marketing		$	828		$	233		$	595		255	%

Sales and marketing expense increased $0.6 million, or 255%, in the first three months of 2018 compared to the same period in 2017. The increase was primarily due to an increase in digital marketing and advertising fees, as well as personnel travel expenses. We expect sales and marketing expenditures to continue to become more significant in the remainder of 2018 as we work to further increase brand recognition, communicate our program benefits to new and prospective merchants and further develop our direct-to-consumer strategy.

Property, office and technology


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
Property, office and technology		$	2,722		$	2,526		$	196		8	%

Property, office and technology expense increased $0.2 million, or 8%, in the first three months of 2018 compared to the same period in 2017. The increase was primarily driven by an increase of $0.4 million in hosting and software licensing and subscription costs, partially offset by a decrease of $0.2 million in external software development and consulting expense.

Depreciation and amortization


	Three months ended March 31,						$ Change				% Change
	2018			2017
	(dollars in thousands)
Depreciation		$	565		$	447		$	118			26	%
Amortization			405			519			(114	)		(22	)%

Total depreciation and amortization		$	970		$	966		$	4			—	%

Total depreciation and amortization expense remained flat in the first three months of 2018 compared to the same period in 2017, which reflects the absence of major capital expenditures during both periods and a steady state of current period capitalization roughly approximating asset write-offs. In the future, our capital expenditures could exceed asset write-offs as we invest to meet our infrastructure needs or as we internally develop new software.

General and administrative


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
General and administrative		$	4,173		$	3,780		$	393		10	%

General and administrative expense increased $0.4 million, or 10%, in the first three months of 2018 compared to the same period in 2017. The increase was primarily due to $1.1 million of third party costs, including legal and debt arrangement costs, associated with the amendment of our Credit Agreement (defined herein). Further, escrow expense related to our Bank Partner relationships increased $0.4 million due to declines in Bank Partner loan credit performance. These costs were offset by a decrease in financial advisory fees primarily related to a $1.0 million charge in connection with increasing one of our Bank Partner funding commitments in the first three months of 2017.

Related party expenses


	Three months ended March 31,						$ Change			% Change
	2018			2017
	(dollars in thousands)
Related party expenses		$	583		$	511		$	72		14	%

Related party expenses increased $0.1 million, or 14%, in the first three months of 2018 compared to the same period in 2017. The increase was primarily driven by rent expense on space that we lease from a related party.

Other income/(expense), net


	Three months ended March 31,								$ Change				% Change
	2018				2017				$ Change				% Change
	(dollars in thousands)
Interest income		$	1,320			$	936			$	384			41	%
Interest expense			(5,591	)			(64	)			(5,527	)		N/A
Other gains/(losses)			(702	)			(453	)			(249	)		(55	)%

Total other income/(expense), net		$	(4,973	)		$	419			$	(5,392	)		N/A

We had total other expense, net of $5.0 million in the first three months of 2018 compared to total other income, net of $0.4 million in the same period in 2017, a change of $5.4 million. The

change was largely driven by interest expense incurred in the first three months of 2018 related to our term loan that was established in August 2017 and amended in March 2018. The interest expense incurred in the first three months of 2017 was related to a credit facility that was established in February 2017 and terminated in August 2017. See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information regarding the term loan.

The increase in interest income for the first three months of 2018 compared to the same period in 2017 was largely driven by a higher average gross balance of loan receivables held for sale combined with higher average annual percentage yield. Gross loan receivables held for sale averaged $71.4 million in the first three months of 2018 compared to $61.8 million in the same period in 2017, a 16% increase, and average annual percentage yield on loan receivables held for sale was 6.56% in the first three months of 2018 compared to 5.94% in the same period in 2017, a 10% increase. The increase in other losses was primarily driven by an increase of $0.2 million in the provision for losses on loan receivables held for sale related to the increase in average balance of such receivables held for sale.

Years Ended December 31, 2017, 2016 and 2015

Total Revenue


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Transaction fees		$	278,958		$	228,446		$	152,678		$	50,512		22	%		$	75,768		50	%
Servicing and other			46,929			35,419			20,779			11,510		32	%			14,640		70	%

Total revenue		$	325,887		$	263,865		$	173,457		$	62,022		24	%		$	90,408		52	%

2017 Compared to 2016. Total revenue increased $62.0 million, or 24%, in 2017 compared to 2016. The increase was primarily due to a 22% increase in transaction fees from $228.4 million in 2016 to $279.0 million in 2017. The increase in transaction fees was driven by a 31% increase in transaction volume. The impact of higher transaction volume was offset by a decrease in transaction fees earned per dollar originated from 7.93% in 2016 to 7.40% in 2017. Transaction fee rates vary based on the financing terms selected by consumers at the point of sale and, in general, loans with higher annual percentage yields carry lower transaction fee rates. In 2017, relative to 2016, we facilitated a larger volume of loans with higher annual percentage yields, resulting in the decrease in transaction fees earned per dollar originated.

The increase in servicing and other revenue was primarily attributable to an increase in our loan servicing portfolio, which grew 41% in size from 2016 to 2017. We earn fixed servicing fees from our Bank Partners on this portfolio.

2016 Compared to 2015. Total revenue increased $90.4 million, or 52%, in 2016 compared to 2015. The increase was primarily due to a 50% increase in transaction fees from $152.7 million in 2015 to $228.4 million in 2016. The increase in transaction fees was driven by a 39% increase in transaction volume combined with an increase in transaction fees earned per dollar originated from 7.35% in 2015 to 7.93% in 2016.

The increase in servicing and other revenue was primarily attributable to an increase in our loan servicing portfolio, which grew 50% in size from 2015 to 2016. The period over period increase in servicing and other was also driven by more Bank Partners paying us a fixed servicing fee during 2016 as compared to 2015.

Cost of revenue (exclusive of depreciation and amortization expense)


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Origination related		$	21,292		$	19,094		$	13,185		$	2,198		12	%		$	5,909		45	%
Servicing related			25,121			18,548			14,051			6,573		35	%			4,497		32	%
Fair value change in FCR liability			43,295			41,503			9,270			1,792		4	%			32,233		348	%

Total cost of revenue (exclusive of depreciation and amortization expense)		$	89,708		$	79,145		$	36,506		$	10,563		13	%		$	42,639		117	%

Origination related

2017 compared to 2016. Origination related expenses increased $2.2 million, or 12%, in 2017 compared to 2016. These expenses increased to support our 31% year over year transaction volume growth and primarily included the cost of our customer service staff that supports Bank Partner loan originations. Origination related expenses also included costs of credit and identity verification, loan document delivery and transaction processing.

2016 compared to 2015. Origination related expenses increased $5.9 million, or 45%, in 2016 compared to 2015. These expenses increased to support our 39% year over year transaction volume growth. They primarily included the cost of our customer service staff that supports Bank Partner loan originations, including hiring additional customer service staff.

Servicing related

2017 compared to 2016. Servicing related expenses increased $6.6 million, or 35%, in 2017 compared to 2016. These expenses increased to support our 41% year over year loan servicing portfolio growth. They primarily included the cost of our personnel (including dedicated call center personnel), printing and postage.

2016 compared to 2015. Servicing related expenses increased $4.5 million, or 32%, in 2016 compared to 2015. These expenses increased to support our 50% year over year loan servicing portfolio growth. They primarily included the cost of our personnel (including dedicated call center personnel), printing and postage.

Fair value change in FCR liability

Calculations of our FCR liability for 2015 through 2017 are included below, which highlight the activity in each subsequent year that drove the increases in the fair value change in FCR liability included in our cost of revenue.


	December 31,
	2017				2016				2015
	(dollars in thousands)
Beginning balance		$	68,064			$	49,459			$	27,906
Receipts			109,818				79,508				80,826
Settlements			(127,029	)			(102,406	)			(68,543	)
Fair value change in FCR liability			43,295				41,503				9,270

Ending balance		$	94,148			$	68,064			$	49,459

2017 Compared to 2016. FCR related receipts were $109.8 million in 2017, an increase of $30.3 million, or 38%, compared to 2016. Of this increase, $19.0 million was related to cash proceeds from transfers of Charged-Off Receivables to third party investors during 2017. The remaining increase in receipts was attributable to incentive payments from Bank Partners, which were driven by 41% year over year growth in our loan servicing portfolio, partially offset by higher

Bank Partner net credit losses as a percentage of their loan servicing portfolios as those portfolios seasoned.

Settlements, which represent the remittance to our Bank Partners of previously billed, but uncollected finance charges for loans that were paid off within the promotional period, increased $24.6 million, or 24%, in 2017 compared to 2016. Settlement activity increased primarily as a result of continued growth in deferred interest loan product originations.

Fair value change in FCR liability increased $1.8 million, or 4%, in 2017 compared to 2016. As of December 31, 2017, we had $115.5 million of billed finance charges on loans in promotional status, an increase of $32.0 million, or 38%, compared to $83.5 million as of December 31, 2016. Further, our assumed weighted average future reversal rate on these billed finance charges was 89.0% as of December 31, 2017, a modest increase from 88.3% as of December 31, 2016, which was reflective of the continued strong correlation between the high credit and income quality of our consumers and their propensity to pay off loans during their promotional periods.

2016 Compared to 2015. FCR related receipts were $79.5 million in 2016, a decrease of $1.3 million, or 2%, compared to 2015. Receipts were comprised entirely of incentive payments from Bank Partners. The decrease was reflective of higher Bank Partner credit losses in 2016 as compared to 2015.

Settlements increased $33.9 million, or 49%, in 2016 compared to 2015, primarily as a result of growth in deferred interest loan product originations.

Fair value change in FCR liability increased $32.2 million, or 348%, in 2016 compared to 2015. As of December 31, 2016, we had $83.5 million of billed finance charges on loans in promotional status, an increase of $21.2 million, or 34%, compared to $62.3 million as of December 31, 2015. Further, our assumed weighted average future reversal rate on these billed finance charges was 88.3% as of December 31, 2016, an increase over 86.0% as of December 31, 2015, which was reflective of a trend of an increased percentage of customers paying off their loan balances in full during the promotional period, particularly as originations of deferred interest products with longer deferred interest periods increased.

We anticipate that cost of revenue will increase for the foreseeable future as we expand our capacity to support increased loan origination volume and increasing loan servicing portfolio. Further, because deferred interest loan products will continue to be an important loan offering by our Bank Partners and merchants to consumers, we expect increased fair value additions to our FCR liability.

Compensation and benefits


	Year ended December 31,								2017 vs. 2016						2016 vs. 2015
	2017		2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Compensation and benefits		$54,650		$	39,836		$	27,738		$	14,814		37	%		$	12,098		44	%

2017 Compared to 2016. Compensation and benefits expense increased $14.8 million, or 37%, in 2017 compared to 2016. The increase was primarily driven by increased headcount. Headcount for employees not included in cost of revenue averaged 346 in 2017 compared to 263 in 2016, an increase of 32%. Management expects compensation and benefits to increase in 2018 compared to 2017 as we continue to add headcount, particularly in our sales and marketing and technology functions.

Included in compensation and benefits expense is share-based compensation expense. See Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus for discussion of unrecognized compensation costs related to non-vested Unit Options as of December 31, 2017 and the weighted average remaining service period over which those costs will be recognized, which will impact compensation and benefits expense in future periods.

2016 Compared to 2015. Compensation and benefits expense increased $12.1 million, or 44%, in 2016 compared to 2015. The increase was primarily driven by increased headcount. Headcount for employees not included in cost of revenue averaged 263 in 2016 compared to 184 in 2015, an increase of 43%. The largest headcount increases were in the sales and marketing and technology functions.

Sales and marketing


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Sales and marketing		$	2,198		$	1,085		$	861		$	1,113		103	%		$	224		26	%

2017 Compared to 2016. Sales and marketing expense increased $1.1 million, or 103%, in 2017 compared to 2016. The increase was primarily due to an increase in trade show and travel expenses and expenses unique to 2017 related to increased digital marketing efforts. We expect sales and marketing expenditures to become more significant in 2018 as we work to further increase brand recognition, communicate our program benefits to new and prospective merchants and further develop our direct-to-consumer strategy.

2016 Compared to 2015. Sales and marketing expense increased $0.2 million, or 26%, in 2016 compared to 2015. The increase was primarily due to an increase in trade show expenses.

Property, office and technology


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Property, office and technology		$	10,062		$	8,000		$	4,283		$	2,062		26	%		$	3,717		87	%

2017 Compared to 2016. Property, office and technology expense increased $2.1 million, or 26%, in 2017 compared to 2016. The increase was primarily driven by increases of $1.4 million in hosting and software licensing and subscription costs, $0.3 million in external software development and consulting and $0.2 million in rent expense.

2016 Compared to 2015. Property, office and technology expense increased $3.7 million, or 87%, in 2016 compared to 2015. The increase was primarily driven by increases of $1.3 million in external software development and software maintenance costs, $0.8 million in software licenses and $0.9 million in rent expense. The increase was additionally attributable to expenses related to enterprise hosting services and computer hardware.

Depreciation and amortization


	Year ended December 31,									2017 vs. 2016							2016 vs. 2015
	2017			2016			2015			$ Change				% Change			$ Change			% Change
	(dollars in thousands)
Depreciation		$	2,149		$	1,757		$	830		$	392			22	%		$	927		112	%
Amortization			1,834			1,951			1,526			(117	)		(6	)%			425		28	%

Total depreciation and amortization		$	3,983		$	3,708		$	2,356		$	275			7	%		$	1,352		57	%

2017 Compared to 2016 . Total depreciation and amortization expense increased $0.3 million or 7%, in 2017 compared to 2016. The increase was driven by increases in computer hardware and leasehold improvement spend to support our growing infrastructure needs over the past year. The slight decline in amortization expense in 2017 compared to 2016 was primarily attributable to a decline in capitalized information technology projects.

2016 Compared to 2015. Total depreciation and amortization expense increased $1.4 million, or 57%, in 2016 compared to 2015. The increase was driven by increased infrastructure expenses, as well as increased capitalization of internally-developed software costs.

General and administrative


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
General and administrative		$	14,876		$	10,602		$	7,071		$	4,274		40	%		$	3,531		50	%

2017 Compared to 2016. General and administrative expense increased $4.3 million, or 40%, in 2017 compared to 2016. The increase was due in part to a $1.0 million increase in financial advisory fees paid in connection with increasing one of our Bank Partner funding commitments. Further, an increase of $2.8 million year over year was attributable to legal and accounting fees primarily incurred in preparation of becoming a public company. Lastly, escrow expense related to our Bank Partner relationships increased $2.0 million year over year due to declines in Bank Partner loan credit performance. These costs were offset by a decrease in compliance costs primarily related to a $1.0 million one-time state licensing requirement in 2016.

2016 Compared to 2015. General and administrative expense increased $3.5 million, or 50%, in 2016 compared to 2015. The increase was primarily due to a $1.0 million increase in compliance costs associated with a one-time state licensing requirement, a $0.9 million increase in the provision for doubtful accounts receivable, which rose due to higher write-offs, a $0.4 million increase in escrow expense related to our Bank Partner relationships, as well as increases in certain personnel-related costs, including recruiting fees and meals and travel expenses, which were positively correlated with our growing workforce.

Related party expenses


	Year ended December 31,									2017 vs. 2016						2016 vs. 2015
	2017			2016			2015			$ Change			% Change			$ Change			% Change
	(dollars in thousands)
Related party expenses		$	4,811		$	1,678		$	1,536		$	3,133		187	%		$	142		9	%

2017 Compared to 2016. Related party expenses increased $3.1 million, or 187%, in 2017 compared to 2016. The increase was primarily driven by $2.6 million in fees due to an affiliate of one of the members of the board of managers in connection with finalizing our August 2017 term loan transaction. These costs were not directly attributable to the term loan and, therefore, were expensed as incurred, rather than deferred against the term loan balance. Further, rent expense increased $0.4 million related to a slight increase in the amount of space that we lease from a related party to accommodate our growing workforce.

2016 Compared to 2015. Related party expenses increased $0.1 million, or 9%, in 2016 compared to 2015. Related party expenses in 2016 were relatively flat compared to 2015 due to minimal incremental activity associated with our premises leased from a related party.

Other income/(expense), net


	Year ended December 31,												2017 vs. 2016							2016 vs. 2015
	2017				2016				2015				$ Change				% Change			$ Change				% Change
	(dollars in thousands)
Interest income		$	5,180			$	7,302			$	1,912			$	(2,122	)		(29	)%		$	5,390			282	%
Interest expense			(7,536	)			—				—				(7,536	)		N/A				—			—
Other gains/(losses)			(4,575	)			(2,649	)			(1,199	)			(1,926	)		73	%			(1,450	)		121	%

Total other income/(expense), net		$	(6,931	)		$	4,653			$	713			$	(11,584	)		N/A			$	3,940			553	%

2017 Compared to 2016. We had total other expense, net of $6.9 million in 2017 compared to total other income, net of $4.7 million in 2016, a change of $11.6 million. The change was largely driven by interest expense incurred in 2017 related to the term loan, which was established in 2017, and Credit Facility (as defined below), which was both established and terminated in 2017. See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus for

additional information regarding our borrowings. The decrease in interest income for 2017 compared to 2016 was largely driven by a lower average balance of loan receivables held for sale combined with lower average annual percentage yield. Loan receivables held for sale averaged $88.9 million in 2017 compared to $90.6 million in 2016, a 2% decrease, and average annual percentage yield on loan receivables held for sale was 5.80% in 2017 compared to 7.99% in 2016, a 27% decrease. Further, the increase in other losses was primarily driven by a loss of $2.1 million in 2017 related to the impacts of the initial recognition of, and subsequent fair value changes in, our servicing liabilities associated with transfers of Charged-Off Receivables, which were new in 2017.

2016 Compared to 2015. Total other income, net increased $3.9 million in 2016 compared to 2015. The change was largely driven by an increase in interest income partially offset by an increase in other losses. The increase in interest income was primarily related to a higher average balance of loan receivables held for sale, partially offset by lower average annual percentage yield. Loan receivables held for sale averaged $90.6 million in 2016 compared to $16.0 million in 2015, a 466% increase, while average annual percentage yield on loan receivables held for sale was 7.99% in 2016 compared to 11.50% in 2015, a 31% decrease. The increase in other losses was primarily driven by higher credit losses on loan receivables held for sale during 2016 compared to 2015.

Quarterly Consolidated Results of Operations Data

The following table sets forth our unaudited quarterly consolidated results of operations data for each of the nine quarters in the period ended March 31, 2018. We have prepared the unaudited quarterly data on a basis consistent with the audited consolidated financial statements of GS Holdings. The unaudited quarterly data contains all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of this data. This information should be read in conjunction with the audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. Our results of operations for certain periods are not necessarily indicative of the results that may be expected for the full year. Further, our historical results are not necessarily indicative of our results in any future period.


	Mar 31, 2016			Jun 30, 2016			Sep 30, 2016			Dec 31, 2016			Mar 31, 2017			Jun 30, 2017			Sep 30, 2017				Dec 31, 2017				Mar 31, 2018
	(dollars in thousands, except per unit data)
Revenue
Transaction fees		$	44,775		$	60,875		$	65,255		$	57,541		$	54,921		$	71,452		$	76,170			$	76,415			$	70,940
Servicing and other			7,266			7,934			9,527			10,692			10,416			10,968			12,146				13,399				14,386

Total revenue			52,041			68,809			74,782			68,233			65,337			82,420			88,316				89,814				85,326
Costs and expenses
Cost of revenue			16,107			16,422			21,461			25,155			23,299			23,193			22,036				21,180				36,130
Compensation and benefits			9,571			9,890			10,262			10,113			12,430			13,167			14,880				14,173				16,343
Sales and marketing			396			214			164			311			233			339			328				1,298				828
Property, office and technology			1,729			2,124			2,051			2,096			2,526			2,754			2,752				2,030				2,722
Depreciation and amortization			764			917			1,006			1,021			966			909			923				1,185				970
General and administrative			1,621			2,484			2,299			4,198			3,780			4,226			4,225				2,645				4,173
Related party expenses			415			413			411			439			511			493			3,080				727				583

Total costs and expenses			30,603			32,464			37,654			43,333			43,745			45,081			48,224				43,238				61,749

Operating profit			21,438			36,345			37,128			24,900			21,592			37,339			40,092				46,576				23,577
Total other income/(expense), net			528			1,066			1,594			1,465			419			1,254			(1,930	)			(6,674	)			(4,973	)

Net income		$	21,966		$	37,411		$	38,722		$	26,365		$	22,011		$	38,593		$	38,162			$	39,902			$	18,604

Earnings per unit attributable to Class A unit holders ⁽¹⁾⁽²⁾ :
Basic		$	1.32		$	2.25		$	2.31		$	1.55		$	1.28		$	2.23		$	2.14			$	2.21			$	0.98

Diluted		$	1.28		$	2.18		$	2.24		$	1.49		$	1.21		$	2.12		$	2.07			$	2.14			$	0.95


	(1)		See Note 2 to the Consolidated Financial Statements of GS Holdings included elsewhere in this prospectus for a description of how we compute basic and diluted earnings per unit.
	(2)		The sum of the quarterly earnings per unit amounts may not agree to the year-to-date earnings per unit amounts as reported in our Consolidated Statements of Operations. We calculate earnings per unit based on the weighted average number of units outstanding during the reporting period. The average number of units fluctuates throughout the year and can, therefore, produce a year-to-date result that does not agree to the sum of the individual quarters.

Our operating results can vary from quarter to quarter as a result of seasonality in consumer spending and payment patterns. Our revenue growth generally is higher during the second and third quarters of the year as the weather improves, the residential real estate market becomes more active and consumers begin home improvement projects. During these periods, we tend to experience increased loan applications and, in turn, transaction volume. Conversely, our revenue growth generally slows during the first and fourth quarters of the year, as consumer spending on home improvement projects tends to slow leading up to the holiday season and through the winter months. We believe that year-over-year comparisons are more meaningful than our sequential results due to seasonality in our business. See “—Factors Affecting our Performance—Seasonality.”

Quarterly Revenue Trends

Our quarterly total revenue increased over the equivalent quarter in the prior year for each period presented, primarily due to the acquisition of new merchants as well as overall growth in transaction volume. We cannot assure you that this pattern of period-over-period growth in total revenue will continue.

Quarterly Expense Trends

Our quarterly costs of revenue increased over the equivalent quarter in the prior year for each period presented, primarily due to the increase in size of our loan servicing portfolio, which has resulted in sequentially higher quarterly fair value changes in our finance charge reversal liability. We anticipate that this effect will continue as we grow transaction volume.

Quarterly costs and expenses, excluding costs of revenue, increased over the equivalent quarter in the prior year for each period presented due to the addition of personnel in connection with the expansion of our business as well as additional marketing initiatives to attract new merchants.

Quarterly Other Income/(Expense) Trends

Other income/(expense) is comprised primarily of interest income from our loan receivables held for sale and interest expense on our term loan. Beginning in the period ended September 30, 2017, when we entered into our Credit Agreement (defined herein), interest expense exceeded interest income. This also resulted in lower net income in the quarterly period ended March 31, 2018 relative to the comparable prior year quarter.

Liquidity and Capital Resources

Our principal source of liquidity is cash generated from operations. Cash and restricted cash totaled $419.2 million as of March 31, 2018, an increase of $65.3 million from December 31, 2017. Restricted cash, which had a balance of $141.7 million as of March 31, 2018 compared to a balance of $67.7 million as of March 31, 2017, is not available to GreenSky to fund operations or for general corporate purposes. The most significant cash flow activities for the three months ended March 31, 2018 consisted of $35.5 million of cash generated from operations, partially offset by $0.8 million of cash used for capital expenditures. Another $30.6 million of cash was provided by financing activities, highlighted by net proceeds from our modified term loan, offset by distributions to members.

Our short-term liquidity needs primarily include funding Bank Partner escrow balances and interest payments on our term loan. We currently generate sufficient cash from our operations to meet these short-term needs. Additionally, we have a $100 million revolving loan facility that is available to supplement our cash from operations in satisfying our short-term liquidity needs. We currently anticipate that our available funds, including our revolving loan facility and cash flow from operations, will be sufficient to meet our operational cash needs for the foreseeable future.

GreenSky, Inc. is a holding company with no operations of our own and, as such, we will depend on our subsidiaries for cash to fund all of our operations and expenses. We will depend on the payment of distributions by our current and future subsidiaries, including GS Holdings and GSLLC, and such distributions may be restricted as a result of regulatory restrictions, state law regarding distributions by a limited liability company to its members, or contractual agreements, including agreements governing their indebtedness. For a discussion of those restrictions, see “Risk Factors—Risks Related to Our Organizational Structure—We will be a holding company with no operations of our own and, as such, will depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.”

In particular, the Credit Agreement relating to GS Holdings’ term loan and revolving loan facility contains certain negative covenants prohibiting GS Holdings and GSLLC from making cash dividends or distributions unless certain financial tests are met. In addition, while there are exceptions to these prohibitions, such as an exception that permits GS Holdings to pay our operating expenses, these exceptions apply only when there is not a default under the Credit Agreement. We currently anticipate that such restrictions will not impact our ability to meet our cash obligations.

100

Cash flows

We prepare our Consolidated Statements of Cash Flows using the indirect method, under which we reconcile net income to cash flows provided by/(used in) operating activities by adjusting net income for those items that impact net income, but may not result in actual cash receipts or payments during the period. The following table provides a summary of our operating, investing and financing cash flows for the periods indicated.


	Year ended December 31,												Three months ended March 31,
	2017				2016				2015				2018				2017
	(dollars in thousands)
Consolidated Statements of Cash Flows Data:
Net cash provided by/(used in) operating activities		$	160,394			$	121,943			$	118,173			$	35,548			$	(8,661	)
Net cash used in investing activities		$	(4,135	)		$	(4,666	)		$	(3,251	)		$	(792	)		$	(1,111	)
Net cash provided by/(used in) financing activities		$	(30,535	)		$	725			$	(40,487	)		$	30,584			$	(23,408	)

Our restricted cash balance totaled $141.7 million as of March 31, 2018 and was comprised of three components: $70.9 million represented the amounts that we have escrowed with Bank Partners as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses; $44.7 million represented an additional restricted cash balance that we maintained for certain Bank Partners related to our FCR liability; and $26.1 million represented certain custodial in-transit loan funding and consumer borrower payments that we were restricted from using for our operations. The restricted cash balances related to our FCR liability and our custodial balances were not included in our evaluation of restricted cash usage, as these balances are not held as part of a financial guarantee arrangement. See Note 11 to the Consolidated Financial Statements of GS Holdings included in this prospectus for further discussion of restricted cash held as escrow with Bank Partners.

Cash provided by/(used in) operating activities

Three months ended March 31, 2018 vs. 2017. Cash flows provided by operating activities were $35.5 million during the first three months of 2018 compared to cash flows used in operating activities of $8.7 million in the same period in 2017. Net income of $18.6 million and $22.0 million for the 2018 and 2017 periods, respectively, was adjusted for certain non-cash items of $3.4 million and $1.7 million, respectively, which were predominantly related to depreciation, amortization, equity-based expense and provision for bad debt.

Sources of operating cash in the first three months of 2018 and 2017 were primarily driven by earnings and increases in our FCR liability of $6.8 million and $5.1 million, respectively, which were largely driven by increases in originations of promotional loans. An additional $6.1 million source of cash in the 2018 period was related to loan receivables held for sale, for which our net receipts from customer payments exceeded our purchases during the period. Comparatively, loan receivables held for sale drove a $45.4 million use of cash in the 2017 period due to our purchases exceeding our net receipts from customer payments. The lower purchases of loan receivables held for sale in the 2018 period compared to the 2017 period is reflective of the expansion of our Bank Partner network and extension of their credit policies, enabling them to purchase these receivables. A further source of cash in both the 2018 and 2017 periods was from increases of $5.0 million and $9.3 million, respectively, in accounts payable associated with expected settlements with our Bank Partners.

Year ended December 31, 2017 vs. 2016. Cash flows provided by operating activities were $160.4 million during 2017 compared to $121.9 million in 2016. Net income of $138.7 million and $124.5 million for 2017 and 2016, respectively, was adjusted for certain non-cash items of $11.8 million and $6.2 million, respectively, which were predominantly related to depreciation, amortization, equity-based expense and, for 2017, the fair value change in our servicing liabilities. Sources of operating cash in 2017 and 2016 were primarily driven by earnings and increases in our

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FCR liability of $26.1 million and $18.6 million, respectively. The increases year over year were driven largely by increases in promotional loans. Further, we had lower purchases of loan receivables held for sale in 2017 as compared to 2016, which is reflective of the expansion of our Bank Partner network and their credit policies. An additional source of cash in 2017 was from Bank Partner settlements.

Year ended December 31, 2016 vs. 2015. Cash flows from operating activities of $121.9 million in 2016 and $118.2 million in 2015 primarily resulted from net income of $124.5 million and $93.8 million, respectively, adjusted for certain non-cash items of $6.2 million and $3.7 million, respectively, which predominantly were related to depreciation, amortization and equity-based expense. A source of cash during both 2016 and 2015 was related to increases in our FCR liability of $18.6 million and $21.6 million, respectively.

An additional source of cash in 2016 was related to the collection of deposits of $5.8 million compared to a use of cash related to deposits of $1.1 million in 2015. During 2015, we posted a $5.8 million deposit with our transaction processor, which served as pre-funding for Bank Partner transactions that had been processed by the transaction processor, but not yet funded by the Bank Partners. Starting in 2016, the Bank Partners provided the requisite funding to our transaction processor to cover the initial funding of processed transactions and, thus, the Company recorded no deposit balance as of December 31, 2016 related to this arrangement.

Lastly, the $4.3 million year over year increase in cash provided from other liabilities primarily related to increases in accrued rebates of $2.6 million, deferred lease liabilities of $1.0 million and accrued compensation of $1.5 million.

In 2016, these increases were partially offset by a use of cash of $39.4 million related to loan receivables held for sale purchases compared to a source of cash from loan receivables held for sale of $3.4 million in 2015. The increased use of cash in 2016 was indicative of increased origination volume on our platform of 39% period over period, as well as the introduction of material new loan products during the period.

Cash used in investing activities

Detail of the cash used in investing activities is included below for each period.


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
	(in millions)
Computer hardware		$	0.8		$	1.4		$	0.9		$	0.1		$	0.5
Leasehold improvements			0.5			1.7			0.2			0.1			0.2
Furniture			0.5			0.5			0.4			0.2			0.2
Software			2.3			1.1			1.8			0.4			0.2

Purchases of property, equipment and software		$	4.1		$	4.7		$	3.3		$	0.8		$	1.1

Three months ended March 31, 2018 vs. 2017. We had net cash used in investing activities of $0.8 million for the first three months of 2018 compared to $1.1 million for the same period in 2017. The higher spend in the 2017 period was primarily related to purchases of computer hardware related to a build out of space at our operations center in Georgia. This was offset by an increase in spend on software, most of which was capitalized cost related to internally-developed software.

Year ended December 31, 2017 vs. 2016 . We had net cash used in investing activities of $4.1 million during 2017 compared to $4.7 million during 2016. The higher spend in 2016 was due to more significant spend on computer hardware and leasehold improvements related to the build out of our new corporate office space, as well as an additional build out of space at our operations center and technology locations in Georgia. These were offset by higher spend in 2017 on software, which consisted primarily of improvements to our customer payment experience and development of our capability to interact directly with customers.

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Year ended December 31, 2016 vs. 2015 . We had net cash used in investing activities of $4.7 million during 2016 compared to $3.3 million during 2015. The increase in spend year over year was largely related to computer hardware and leasehold improvements, as previously discussed. These were offset by higher spend in 2015 on software, most of which was capitalized cost related to internally-developed software.

Cash provided by/(used in) financing activities

Our financing activities in the periods presented consisted of equity and debt related transactions and member distributions. Member tax distributions typically are based on the minimum required estimated tax payments that our members are expected to have to make during any given period and typically are paid in January, April, June and September of each year. Special distributions are also possible, two of which occurred in the second half of 2017.

Three months ended March 31, 2018 vs. 2017. We had net cash provided by financing activities of $30.6 million for the first three months of 2018 compared to net cash used in financing activities of $23.4 million during the same period in 2017. In the 2018 period, we contemporaneously settled the $349.1 million outstanding principal balance on our original term loan with the issuance of a $400 million modified term loan, net of an original issuance discount of $1.0 million. These net proceeds were offset by distributions to members of $19.3 million in the 2018 period. The cash used in financing activities for the first three months of 2017 was related to member tax distributions of $23.0 million and $0.4 million related to fees associated with the establishment of our Credit Facility (defined below), which was subsequently terminated later in 2017.

See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information on our borrowings.

Year ended December 31, 2017 vs. 2016. We had net cash used in financing activities of $30.6 million in 2017 compared to net cash provided by financing activities of $0.7 million in 2016. During 2017, proceeds from our term loan of $346.5 million were offset by payment of debt issuance costs of $7.9 million. Further, we made distributions to members of $561.9 million in 2017, of which $490.6 million represented special distributions from available term loan proceeds and distributable cash on hand and $71.3 million represented member tax distributions. Finally, we issued Class C-1 preferred units that generated net proceeds of $194.4 million in 2017. During 2016, we issued Class C-2 preferred units that generated net proceeds of $48.2 million. In addition, we made member tax distributions of $46.9 million in 2016.

Year ended December 31, 2016 vs. 2015. We had net cash provided by financing activities of $0.7 million in 2016 compared to net cash used in financing activities of $40.5 million in 2015. During 2016, we issued Class C units that generated net proceeds of $48.2 million. In addition, we made member tax distributions of $46.9 million in 2016. The remaining activity related to a $0.6 million redemption from terminated employees of Class A units during the period. During 2015, we issued Class A units that generated gross proceeds of $10.0 million, which were used to redeem Class A units on a pro rata basis and to pay certain transaction-related costs. Also during the period, we used $1.0 million to redeem Class A units from terminated employees. Finally, we paid member tax distributions of $39.5 million in 2015.

Term loan and revolving loan facility

On August 25, 2017, GS Holdings entered into a Credit Agreement with a group of lenders, which was amended on March 29, 2018 (as amended, the “Credit Agreement”). The Credit Agreement provides for a $400 million term loan, the proceeds from which were used, in large part, to settle the outstanding principal balance on the $350 million term loan previously executed under the Credit Agreement in August 2017, and maintains a $100 million revolving loan facility. The facilities are guaranteed by GS Holdings’ significant subsidiaries, including GSLLC, and are secured by liens on substantially all of the assets of GS Holdings and the guarantors. Interest on the loans can be based either on a “Eurodollar rate” or a “base rate” and fluctuates dependent upon a “first

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lien net leverage ratio.” The Credit Agreement contains a variety of covenants, certain of which are designed to limit the ability of GS Holdings to make distributions on, or redeem, its equity interests unless, in general, either (a) its “first lien net leverage ratio” is no greater than 2.00 to 1.00, or (b) the funds used for the payments come from certain sources (such as retained excess cash flow and the issuance of new equity) and its “total net leverage ratio” is no greater than 3.00 to 1.00. In addition, during any period when 25% or more of our revolving facility is utilized, it is required to maintain a “first lien net leverage ratio” no greater than 3.50 to 1.00. There are various exceptions to these restrictions including, for example, exceptions that enable us to pay our operating expenses and to make certain tax distributions. The $400 million term loan matures on March 29, 2025, and the revolving facility matures on March 29, 2023.

The proceeds from the $350 million term loan executed under the Credit Agreement in August 2017, along with $7.9 million of cash, were set aside for a subsequent $346.5 million payment (which will occur in stages) to certain equity holders and a related party. With the exception of the payments to the related party, which are related party expenses, the payments are accounted for as member distributions. As of December 31, 2017, $337.2 million of the reserved payment was paid in cash, and an additional $1.2 million was paid during the first three months of 2018. The remaining portion of the reserved payment was included in other liabilities and related party liabilities in the Consolidated Balance Sheets as of March 31, 2018. The revolving loan facility, inclusive of a $10 million letter of credit issued in March 2018 under the amendment of our Credit Agreement, was not drawn as of December 31, 2017 and March 31, 2018 and is available to fund future needs of GS Holdings’ business.

See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

Credit facility

In February 2017, we entered into a two-year, $50.0 million revolving credit facility (the “Credit Facility”), which was expandable, upon our request and successful syndication, to $100 million. The proceeds from borrowings under the Credit Facility were expected to be used to fund working capital needs and for general corporate purposes. The interest rates payable on borrowings under the Credit Facility were calculated at either an alternate base rate plus a 1.25% per annum margin or an adjusted LIBOR rate plus a 2.25% per annum margin. We had the ability to request the issuance of letters of credit under the Credit Facility. We made no borrowings under the Credit Facility. The Credit Facility was terminated in August 2017 when we entered into the Credit Agreement relating to our term loan and revolving loan facility, as discussed above.

See Note 7 to the Consolidated Financial Statements of GS Holdings included in this prospectus for additional information on that Credit Facility.

Tax Receivable Agreement

Our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering, our acquisition of the equity of the Former Corporate Investors, and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement are expected to result in increases in GreenSky, Inc.’s allocable tax basis in the assets of GS Holdings. These increases in tax basis are expected to increase (for tax purposes) depreciation and amortization deductions allocable to GreenSky, Inc. and, therefore, reduce the amount of tax that GreenSky, Inc. otherwise would be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. We and GS Holdings will enter into the Tax Receivable Agreement with the TRA Parties, whereby GreenSky, Inc. will agree to pay to those parties 85% of the amount of cash tax savings, if any, in United States federal, state and local taxes that GreenSky, Inc. realizes or is deemed to realize as a result of these increases in tax basis, increases in basis from such payments, deemed interest deductions arising from such payments and certain tax attributes resulting from the merger of the Former Corporate Investors.

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Due to the uncertainty of various factors, we cannot estimate with any precision the likely tax benefits we will realize as a result of our purchase of Holdco Units from the Exchanging Members, our acquisition of the equity of the Former Corporate Investors and any future exchanges of Holdco Units for our Class A common stock pursuant to the Exchange Agreement, and the resulting amounts we are likely to pay out to the TRA Parties pursuant to the Tax Receivable Agreement, although we expect that such payments will be substantial. For our current estimate of such amounts, see “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Because GreenSky, Inc. will be the managing member of GS Holdings, which is the managing member of GSLLC, we will have the ability to determine when distributions (other than tax distributions) will be made by GSLLC to GS Holdings and the amount of any such distributions, subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our Credit Agreement or other debt instruments). Any such distributions will then be distributed to all holders of Holdco Units, including us, pro rata based on holdings of Holdco Units. The cash received from such distributions will first be used by us to satisfy any tax liability and then to make any payments required under the Tax Receivable Agreement. We expect that such distributions will be sufficient to fund both our tax liability and the required payments under the Tax Receivable Agreement.

Charged-Off Receivables

In the second half of 2017, we began transferring our rights to the proceeds from certain Charged-Off Receivables to third parties and Bank Partners in exchange for a cash payment based on the expected recovery rate of such loan receivables, which consisted primarily of previously charged-off Bank Partner loans. We have no continuing involvement with, and retain no future economic interest in, these Charged-Off Receivables other than performing customary servicing and collection efforts on behalf of the third parties and Bank Partners that purchased the Charged-Off Receivables. For the three months ended March 31, 2018 and the year ended December 31, 2017, we received an aggregate of $5.1 million and $19.4 million, respectively, in exchange for 100% economic interests in the future recoveries of an aggregate pool of Charged-Off Receivables with an unpaid balance at the time of sale of $38.6 million and $201.3 million, respectively.

Contractual Obligations

Our principal commitments consisted of obligations under our outstanding term loan and operating leases for equipment and office facilities. The following tables summarize our commitments to settle contractual obligations in cash as of the dates presented.


December 31, 2017	Total			Less than 1 year			1-3 years			3-5 years			More than 5 years
	(in thousands)
Term loan ⁽¹⁾		$	349,125		$	3,500		$	7,000		$	7,000		$	331,625
Interest payments on term loan ⁽²⁾			122,540			18,695			36,825			36,073			30,947
Revolving loan facility fees ⁽³⁾			2,329			500			1,000			829			—
Operating leases ⁽⁴⁾			17,859			3,213			6,983			6,116			1,547

Total contractual obligations		$	491,853		$	25,908		$	51,808		$	50,018		$	364,119

	(1)		The principal balance of the term loan is repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at maturity.

	(2)		Variable interest payments on our term loan are calculated based on the interest rate as of March 31, 2018 and December 31, 2017, respectively, and the scheduled maturity of the underlying term loan. As of March 31, 2018 and December 31, 2017, we recorded $171 thousand and $49 thousand, respectively, of accrued interest within other liabilities in our Consolidated Balance Sheets.
	(3)		We are required to pay a quarterly commitment fee at a per annum rate of 0.50% on the daily unused amount of the revolving loan facility, inclusive of the aggregate amount available to be

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drawn under all outstanding letters of credit. This rate is reduced to 0.375% for any quarterly period in which our first lien net leverage ratio is equal to or below 1.50 to 1.00. Amounts presented assume a 0.375% commitment fee rate for March 31, 2018 and a 0.50% commitment fee rate for December 31, 2017 and that the entire $100 million revolving loan facility is unused (the conditions that existed as of each period) for the duration of the agreement, which matures on March 29, 2023. For the three months ended March 31, 2018, we recognized $125 thousand of commitment fees within interest expense in the Consolidated Statements of Operations. For the year ended December 31, 2017, we recognized $334 thousand of commitment fees within interest expense in the Consolidated Statements of Operations, of which $175 thousand was related to the Credit Agreement and $159 thousand was related to the Credit Facility that was terminated in August 2017.

(4)

Our operating leases are primarily for office space. Certain of these leases contain provisions for rent escalations and/or lease concessions. Rental payments, as well as any step rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the lease term. However, amounts included herein do not reflect this accounting treatment, as they represent the future contractual lease cash obligations.

The payments that we may be required to make under the Tax Receivable Agreement to the TRA Parties may be significant and are not reflected in the contractual obligations tables set forth above as they are dependent upon future taxable income. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Off-Balance Sheet Arrangements

We did not have any material off-balance sheet arrangements in the three months ended March 31, 2018 nor in the years ended December 31, 2017, 2016 and 2015.

Contingencies

From time to time, we may become a party to civil claims and lawsuits arising in the ordinary course of our business. We record a provision for a liability when we believe that it is both probable that a liability has been incurred and the amount can be reasonably estimated, which requires management judgment. As of March 31, 2018, December 31, 2017 and December 31, 2016, we were not a party as a defendant to any litigation that we believed was material and did not record any provision for liability during those periods. Should any of our estimates or assumptions change or prove to be incorrect, it could have a material impact on our business.

Recently Issued or Adopted Accounting Standards

See “Recently Issued or Adopted Accounting Standards” in Note 1 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

Critical Accounting Policies and Estimates

Our consolidated financial statements were prepared in conformity with GAAP. The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Such estimates and assumptions include, but are not limited to, those that relate to fair value measurements around our FCR liability and share-based compensation. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ because of uncertainties associated with estimating the amounts, timing and likelihood of possible outcomes. On an ongoing basis, we evaluate our judgments and estimates that are based upon historical experience and various other assumptions that we believe to be reasonable under the circumstances.

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements of GS Holdings included in this prospectus. The following is a summary of our most

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critical accounting estimates, which represent those that involve a higher degree of uncertainty, judgment or complexity. Accordingly, these are the policies we believe to be most critical in fully understanding and evaluating our financial condition and results of operations.

Finance charge reversals

We offer certain loan products that have a feature whereby the account holder is provided a promotional period to repay the loan principal balance in full without incurring a finance charge. For these loan products, we bill interest each month throughout the promotional period and, under the terms of the contracts with our Bank Partners, are obligated to remit this billed interest to the Bank Partners if an account holder pays off the loan balance in full within the promotional period. This obligation is partially offset by the receipt of monthly incentive payments from Bank Partners during the promotional period, which vary from month to month. Therefore, the monthly process of billing interest on deferred loan products triggers a potential future FCR liability for us. The FCR component of our Bank Partner contracts qualifies as an embedded derivative.

The FCR liability is carried at fair value on a recurring basis in our consolidated balance sheets and is estimated based on historical experience and management’s expectation of future FCR. The FCR liability is classified within Level 3 of the fair value hierarchy, as the primary component of the price is obtained from unobservable inputs based on our data, reasonably adjusted for assumptions that would be used by market participants.

The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations.

Share-based compensation

We issue Class A unit option awards and profits interests awards to certain employees, and directors and non-employees, which are measured at fair value at the date of grant. We estimate the fair values using the Black-Scholes option pricing model, which requires inputs such as expected term, expected volatility, expected dividend yield and risk-free interest rate. The estimated forfeiture rates of options and profits interests also affect the amount of aggregate compensation expense we will incur. These inputs are subjective and generally require significant analysis and judgment to develop.

For options, we estimate the expected term based on the midpoint between the scheduled vesting and expiration dates of the awards, as we have insufficient historical option exercise experience upon which to reasonably estimate an expected term. For profits interests awards, we determine the expected term to be equivalent to the vesting period. We estimate the expected volatility based on an independent study of publicly-traded peer companies. The risk-free interest rates on options and profits interests awards are based on the yields available on United States Treasury bonds, and the forfeiture rates are primarily derived from our historical data. Lastly, our dividend yield was 0% for the most recent period, as we do not expect to pay dividends.

The following inputs and assumptions were used to value the options granted during the periods presented.


	Year ended December 31,			Three months ended March 31, 2018
	2017	2016	2015	Three months ended March 31, 2018
Risk-free interest rate	2.03 – 2.23%	1.33 – 2.29%	1.67 – 2.10%	2.77 – 2.78%
Expected unit volatility	23.90 – 44.40%	40.90 – 44.40%	40.90 – 45.00%	25.70%
Expected dividend yield	0%	0%	0 – 6.98%	0%
Expected option life (in months)	78	78	72 – 78	78
Fair value of Class A unit option	$26.86 – $49.92	$32.23 – $50.03	$12.12 – $33.29	$48.76 – $48.80
Fair value of Class A unit	$92.16 – $120.83	$76.00 – $106.17	$56.49 – $76.00	$149.43

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The following inputs and assumptions were used to value the profits interests (limited to profits interests without an associated capped Class A unit option) granted during the periods presented.


	Year ended December 31,			Three months ended March 31, 2018
	2017	2016	2015	Three months ended March 31, 2018
Risk-free interest rate	1.80 – 2.18%	1.07 – 1.60%	1.67 – 1.70%	2.60 – 2.63%
Expected unit volatility	23.90 – 24.80%	40.90 – 44.40%	40.90%	25.70%
Expected dividend yield	0%	0%	0%	0%
Expected option life (in months)	60	60	60	54 – 60
Fair value of profits interests	$22.80 – $40.06	$28.12 – $43.03	$28.86 – $28.90	$39.23 – $59.08
Fair value of Class A unit	$92.16 – $120.83	$76.00 – $106.17	$56.49 – $76.00	$149.43

Due to the absence of an active market for our Class A units, the fair value of the Class A units, which are used as an input into the valuation of both our Class A unit options and profits interests granted is determined by our board of managers based on a third-party valuation and input from our management. The valuation of the Class A units is performed by independent valuation specialists when the board of managers believes an event has occurred that may significantly impact the value of our Class A units.

The valuation specialists apply valuation techniques and methods that conform to generally accepted valuation practices and standards established by the American Society of Appraisers in accordance with Uniform Standards of Professional Appraisal Practice. The valuation methodologies and techniques utilized are also consistent with guidance issued by the American Institute of Certified Public Accountants (“AICPA”) in its Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation , 2013. They use a number of objective and subjective factors including:

•

prices at which our Class A units have been bought and sold in third-party, arms-length transactions during 2015. There were no relevant purchases or sales of Class A units during 2016, 2017 and the first three months of 2018;

•

our capital structure and the prices at which we issued our Class B and Class C units and the relative rights and characteristics of the Class B and Class C units as compared to those of our Class A units;

•

our results of operations, financial position and our future business plans, which include financial forecasts and budgets;

•

capital market data on interest rates, yields and rates of return for various investments;

•

the material risks related to our business, the state of the development of our target markets and the pace of adoption of our platform;

•

the market performance of publicly traded companies in the financial technology and payment processing sectors;

•

external market conditions affecting the financial technology sector;

•

the degree of marketability for the Class A units including contractual restrictions on transfer of the units; and

•

the likelihood of achieving a liquidity event for the holders of our Class A, Class B and Class C units, profits interests and Class A option holders, such as an initial public offering, given prevailing market conditions.

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Valuation of Class A Option and Profits Interests Grants

Our board of managers granted a total of 34,000, 268,246, 42,000 and 50,000 Class A unit options with weighted average exercise prices of $149.50, $58.50, $90.73 and $108.43 per unit in the three months ended March 31, 2018 and the years ended December 31, 2015, 2016 and 2017, respectively. Additionally, our board of managers granted a total of 292,000, 1,137,598, 204,500 and 237,464 profits interests at weighted average threshold prices of $143.15, $76.00, $83.38 and $106.93 per unit in the three months ended March 31, 2018 and the years ended December 31, 2015, 2016 and 2017, respectively. The exercise and threshold prices were generally based on the prevailing fair value of our Class A units at the time of each share-based grant.

Our board of managers made the following grants during the year ended December 31, 2017 and the three months ended March 31, 2018:


2017	Number of Class A Unit Options		Exercise Price per Share			Number of Profits Interests		Threshold Price per Share
January		3,000		$	106.17		N/A			N/A
April		22,500		$	111.09		2,500		$	111.09
May		6,000		$	113.95		27,000		$	113.95
July		7,500		$	120.83		N/A			N/A
September		6,000		$	92.16		12,500		$	92.16
November		5,000		$	92.16		15,000		$	92.16
December		N/A			N/A		50,000		$	92.16
December		N/A			N/A		130,464		$	114.18


2018	Number of Class A Unit Options		Exercise Price per Share			Number of Profits Interests		Threshold Price per Share
February		29,000		$	149.50		102,500		$	114.18 – $149.50
March		5,000		$	149.50		189,500		$	149.50

The grant date exercise and threshold prices were generally based on the fair value of our Class A units as of each valuation date, using the probability weighted expected return method (“PWERM”) and option pricing model valuation techniques.

The probability weightings assigned to certain potential exit scenarios were based on management’s expected near-term and long-term funding requirements, review of general initial public offering market trends, review of technology company initial public offering trends, analysis of initial Form S-1 filings versus withdrawn initial public offerings and an assessment of the most attractive liquidation possibilities at the time of the valuation.

The valuations also applied discounts for lack of marketability ranging from 20% to 25% to reflect the fact that there is no market mechanism to sell our Class A units and, as such, the Class A unit option and profits interests holders will need to wait for a liquidity event such as an initial public offering or a sale of our Company to facilitate the sale of their equity awards. In addition, there are contractual transfer restrictions placed on Class A units and profits interests in the event that our Company remains private.

The fair value determined at the grant date is expensed, based on our estimate of awards that will eventually vest, on a straight-line basis over the vesting period. Share-based compensation expense is included within compensation and benefits expense in the Consolidated Statements of Operations.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk, including changes to interest rates, and credit risk.

Interest rate risk

Loans Originated by Bank Partners. The fixed interest rates charged on the loans that our Bank Partners originate are calculated based upon a margin above a market benchmark at the time of origination. Increases in the market benchmark would result in increases in the interest rates on new loans. Increased interest rates may adversely impact the spending levels of our merchants’

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customers and their ability and willingness to borrow money. Higher interest rates often lead to higher payment obligations, which may reduce the ability of customers to remain current on their obligations to our Bank Partners and, therefore, lead to increased delinquencies, defaults, customer bankruptcies and charge-offs, and decreasing recoveries, all of which could have a material adverse effect on our business. Further, even though we intend to increase our transaction fee rates in response to rising interest rates, we might not be able to do so rapidly enough (or at all).

Loan Receivables Held for Sale. Changes in U.S. interest rates affect the interest earned on our cash and could impact the market value of loan receivables held for sale. A hypothetical 100 basis points increase in interest rates could result in a decrease of $2.4 million and $2.0 million in the carrying value of our loan receivables held for sale as of March 31, 2018 and December 31, 2017, respectively. Alternatively, a 100 basis points decrease in interest rates would not impact the reported value of our loan receivables held for sale, as they are carried at the lower of cost or fair value. Since we typically sell loan receivables held for sale at par to our Bank Partners, which is indicative of our short-term holding period, we do not expect interest rate risk to be a material risk to our operations. As of March 31, 2018 and December 31, 2017, the weighted average age of our loan receivables held for sale based on the origination date relative to the respective reporting date was approximately 12 months and 11 months, respectively.

Term Loan. Interest rate fluctuations expose our variable-rate term loan, which consisted of our $350 million term loan under our Credit Agreement (“original term loan”) as of December 31, 2017 and our $400 million term loan under our Credit Agreement, as amended (“modified term loan”) as of March 31, 2018, to changes in interest expense and cash flows. The original term loan had a maturity date of August 25, 2024, which was extended to March 29, 2025 for the modified term loan. Based on an outstanding principal balance on our original term loan of $349.1 million as of December 31, 2017 and on our modified term loan of $400.0 million as of March 31, 2018, and accounting for our scheduled quarterly principal balance repayments, a hypothetical 100 basis point increase in the one-month LIBOR rate would result in an increase in annualized interest expense of $3.5 million and $4.0 million, respectively.

Credit risk

Credit risk management is a critical component of our management and growth strategy. Credit risk refers to the risk of loss arising from consumer default when consumers are unable or unwilling to meet their financial obligations. We expect our credit loss rate to stay relatively constant over time; however, our portfolio may change over time as we look for additional opportunities to generate attractive risk-adjusted returns for our Bank Partners. Our Bank Partners own and bear substantially all of the credit risk on their wholly-owned loan portfolios. We have full credit risk exposure as it relates to the loan receivables that we hold for sale.

We regularly assess and monitor the credit risk exposure of our Bank Partners. This process commences with the credit application process on our platform, during which a credit decision is rendered to a customer immediately based on preset underwriting standards provided by our Bank Partners. In rendering this decision, we generally obtain certain information provided by the applicant and a credit bureau report from one of the major credit bureaus. Further, on behalf of our Bank Partners as part of our obligation as the loan servicer, we try to mitigate portfolio credit losses through our collection efforts on past due amounts. For loans wholly owned by our Bank Partners, our credit risk exposure impacts the amount of FCR receipts and, therefore, the amount of fair value change in our FCR liability, as well as our potential escrow usage, which represented a weighted average target rate of 1.3% of the total outstanding principal balance as of March 31, 2018. Based on our FCR receipts during the three months ended March 31, 2018 and the year ended December 31, 2017, and holding all other inputs constant (namely, the size of our loan portfolio and settlement activity), a hypothetical 100 basis point increase in portfolio credit losses would have resulted in increases of $12.1 million and $37.7 million, respectively, in the fair value of our FCR liability, which is recorded within cost of revenue. Further, such an increase in credit losses would cause us to incur additional general and administrative expense of $1.1 million and

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$4.3 million for the three months ended March 31, 2018 and the year ended December 31, 2017, respectively, related to Bank Partner escrow utilization.

We bear all of the credit risk associated with the receivables that we hold for sale. This portfolio was highly diversified across 4,970 and 5,428 consumer loans as of March 31, 2018 and December 31, 2017, respectively, without significant individual exposures. Based on our $67.3 million and $73.6 million loan receivables held for sale balance as of March 31, 2018 and December 31, 2017, respectively, a hypothetical 100 basis point increase in portfolio credit losses would result in lower annualized earnings of $0.7 million and $0.7 million, respectively.

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BUSINESS

Company Overview

	•		Merchants . Merchants using our platform, which presently range from small, owner-operated home improvement contractors and healthcare providers to large national home improvement brands and retailers, rely on us to facilitate low or deferred interest promotional point-of-sale financing and payments solutions that enable higher sales volume. Our platform is designed to provide a seamless experience for our merchants with a mobile-native design that is intuitive and easy to use. Our technology integrates effortlessly with merchants’ existing payments systems, while also allowing merchants to access funds faster.
	•		Consumers . Consumers on our platform, who to date primarily have super-prime or prime credit scores, find financing with promotional terms to be an attractive alternative to paying with cash, check, credit card, or general purpose revolving credit, particularly in the case of larger purchases. We provide a completely paperless, mobile-enabled experience that typically permits a consumer to apply and be approved for financing in less than 60 seconds at the point of sale.
	•		Banks . We provide our Bank Partners with access to our proprietary technology solution and merchant network, enabling them to build a diversified portfolio of high quality consumer loans with attractive risk-adjusted yields. Our platform delivers significant loan volume, while requiring minimal upfront investment by our Bank Partners. Furthermore, our program is designed to adhere to the regulatory and compliance standards of our Bank Partners, which has helped us to gain their confidence, allowing them to outsource both loan facilitation and servicing functions to us.

Our platform is powered by a proprietary technology infrastructure that delivers stability, speed, scalability and security. It supports the full transaction lifecycle, including credit application, underwriting, real-time allocation to our Bank Partners, document distribution, funding, settlement, and servicing, and it can be easily expanded to additional industry verticals as we scale our business. We have cultivated strong relationships with manufacturers and trade associations (which we refer to as Sponsors) to amplify the reach of our technology, enabling us to efficiently and cost-effectively onboard large numbers of potential merchants underlying each Sponsor. We offer potential merchants a platform that they can adopt without friction—including no upfront fees, capital expenditure, or onerous systems integration. When our merchants offer our solution at the point of sale, they provide our Bank Partners with cost-effective access to a vast number of consumers. This ecosystem of merchants, consumers and Bank Partners allows us to generate recurring revenues with minimal customer acquisition and marketing costs, resulting in attractive unit economics and strong margins.

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Our Market Opportunity

Our Existing Markets—Home Improvement and Elective Healthcare—are Sizeable and Growing

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improvement goods and services will continue to increase as the national housing stock ages and existing home sales increase.

In 2016, we began expanding into elective healthcare, which, like the home improvement market, is a large, fragmented market featuring creditworthy consumers who tend to make large-ticket purchases. We believe the elective healthcare market rivals in size the home improvement market in terms of annual spending volume, based on the number and cost of annual procedures performed. Elective healthcare providers include doctors, dentists, outpatient surgery centers and clinics providing orthodontics, cosmetic and aesthetic dentistry, vision correction, bariatric surgery, cosmetic surgery, hair replacement, reproductive medicine, veterinary medicine and hearing aid devices. We believe that because of population aging, innovations in medical technology and ongoing healthcare cost inflation, we are well-positioned to increase volume in the growing elective healthcare industry vertical.

We believe we have a significant opportunity to more deeply penetrate the home improvement industry vertical and the elective healthcare industry vertical. In addition, we continually evaluate opportunities for expansion into new industry verticals. For example, we have identified significant opportunities within verticals such as online retail, power sports, auto repair and jewelry. These markets are also large and fragmented, and they similarly feature attractive consumers who make large ticket purchases. We seek industry verticals with significant annual consumer spending and financing volume, merchants that seek to offer promotional financing to their customers, and opportunities to generate attractive risk-adjusted yields for our Bank Partners.

Banks Seek Consumer Credit Exposure but are Not Well-Positioned to Lend at the Point of Sale

We believe that banks seek attractive risk-adjusted yields and portfolio diversification through exposure to consumer credit. Banks’ traditional consumer lending advantages have included physical branch networks and trusted brands. However, our experience has demonstrated that consumers are increasingly comfortable using mobile devices to shop, make payments and manage finances. This has provided an opening at the point of sale for a new lending channel, but it is one that many banks to date have had a difficult time accessing. We believe the trend toward paperless point-of-sale financing will continue as a result of the near-ubiquity of smartphones in consumers’ lives and continued adoption of electronic transaction technologies. According to Pew Research Center, 93% of adult Americans earning more than $75,000 per year owned a smartphone in 2017.

Legacy Financing Solutions are Less Attractive to Consumers

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Our Ecosystem

Value Proposition to Merchants

	•		Increased sales volume. Promotional payment plans and financing solutions make it easier for merchants to sell more goods and services. We have observed that our customizable solution helps merchants increase ticket size and conversion of sales.
	•		Seamless integration. We design our solution to deliver instant value, enabling our merchants’ sales associates to use their existing mobile devices to facilitate loans through our platform. We settle payments through a national credit card payment network or through the Automated Clearing House (“ACH”) network, meaning merchants that already accept these types of payments require no systems integration to adopt our platform. This frictionless onboarding makes consumer point-of-sale financing available for merchants of all sizes.
	•		Accelerated funding. Our merchants typically receive a sizeable portion of their funding faster than they would if they were paid in installments in a more traditional 30-day billing cycle.
	•		Superior customer service. We work creatively and collaboratively to design promotional financing offers that fulfill the needs of our merchants while continuing to improve our solution to appeal to their customers.

Value Proposition to Consumers

	•		Superior experience. Because we are able to process an application and approve financing at the point of sale with limited burden on the consumer, our platform enables consumers to “apply and buy” in most cases in less than a minute, utilizing an intuitive mobile interface and paperless loan agreement.
	•		Promotional interest rates and terms. The majority of the loans facilitated by our platform carry promotional financing with deferred interest or low-rate terms, an attractive alternative relative to the rates on credit card balances.
	•		Enables larger purchases. By allowing merchants to market to their customers by focusing on the monthly cost of their purchases rather than the one-time upfront cash outlays, consumers are able to better budget for larger purchases.

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•

Preserves revolving credit availability. Rather than utilizing revolving credit for large purchases, which results in available credit lines being reduced, the loans we facilitate preserve credit card availability for everyday purchases.

Value Proposition to Banks

•

Access to our proprietary technology and merchant network. Over the past decade, we have built and refined our technology platform to deliver significant value to merchants and consumers. We also have cultivated strong relationships with Sponsors and merchants resulting in 12,231 active merchants as of March 31, 2018. We believe our Bank Partners would require significant time and investment to build such a technology solution and merchants network themselves.

•

Our Business Model

Efficient Go to Market Strategy

•

Technology led, simple and affordable. Our digital offering enables an efficient, low-cost distribution model and offers frictionless setup at no upfront fee to merchants.

•

Visible and Recurring Revenue Streams

Although we offer our technology at no upfront cost, we monetize through an upfront transaction fee every time a merchants receives a payment using our platform. This creates stable, recurring revenues, aligns our incentives with the interests of our merchants, and enables us to grow along with our ecosystem. In 2017, 93% of our transaction volume was generated from merchants that were enrolled on our technology platform as of December 31, 2016. In addition, our Bank Partners pay us a recurring servicing fee over the lives of their loans.

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Attractive Unit Economics

Our low-cost go to market strategy, combined with our visible and recurring revenue model, provides for a fast payback period and strong dollar-based retention:

•

Our Platform

We believe our platform, powered by proprietary, patent-pending technology, has attributes that create meaningful barriers to entry for other providers attempting to reach the same scale with merchants, consumers, and banks. These attributes include:

	•		Intuitive user interface. We have designed our digital platform to be simple and easy to use.
	•		Paperless application and documentation environment. Our platform auto-populates applications using a mobile device’s location data and a scan of the consumer’s driver license, eliminating unnecessary effort. Once the transaction is approved, a digital loan agreement is delivered in real time, generally back to the same mobile device. The consumer

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accepts the terms of the agreement electronically, eliminating the need for a physical signature.

	•		Capacity to support a wide range of promotional financing solutions. Our technology enables merchants of all sizes and their sales associates to select among several promotional financing solutions based on customer preferences.
	•		Significant flexibility and processing capabilities. Our technology stack includes an “Application Tier” (multiple user-facing applications) and a dynamic “Database Tier” (real time algorithmic underwriting and processing functionality, data archiving, lookup, and reporting). Together, this results in a comprehensive technology solution that supports the full transaction lifecycle: credit application, loan underwriting, real-time bank loan allocation, borrower loan document distribution, bank loan funding and settlement, and all borrower servicing functions.
	•		Real time credit decisions and placement with a Bank Partner. We have developed an algorithm that underwrites potential loans against the specified credit criteria of each of our Bank Partners. Once loan applications are underwritten and matched against the Bank Partners’ credit criteria, a proprietary digital “round-robin” system allocates each unique approved loan to a Bank Partner.
	•		Automated regulatory compliance. During the underwriting process, our systems instantly check applicants against national databases designed to identify potential money laundering and other “red flags.”
	•		Integration into payments network. We settle and fund transactions on a national credit card network or via the ACH system, allowing merchants to adopt our digital platform without any capital expenditure or back-end payment systems integration.
	•		System of record and loan servicing. Our technology maintains the system of record for the portfolio of each of our Bank Partners, whereby details of all loans initiated, funded and serviced are maintained in a secure, online, user-accessible environment.
	•		Scalable digital platform. Because each feature of our platform is digitally-enabled, we can efficiently adapt to the changing preferences of our constituents and achieve greater scale.

Our Strengths and Competitive Advantages

Differentiated Technology Platform and Customer Experience

We have invested significantly, and continue to invest, in our proprietary technology, including software development, process engineering, mobile enablement, and design functions, allowing us to deliver a seamless experience to merchants, consumers and Bank Partners. We believe that our proprietary, patent-pending technology is unique because it can deliver:

	•		Frictionless setup and multiple promotional financing alternatives for our merchants
	•		An intuitive, mobile-native user interface, and real-time “apply and buy” capabilities, for consumers
	•		Instant digital loan underwriting and distribution mechanisms for our Bank Partners

We believe these capabilities will help us deepen our existing relationships and provide a competitive advantage in winning new business.

Large, Entrenched Ecosystem

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solution to finance large purchases and additional banks begin to rely on us as an attractive way to build and grow a diversified consumer loan portfolio.

Trusted Relationship with our Bank Partners

We have continually refined and upgraded our compliance, control, servicing and collections functions to meet the regulatory requirements, documentation and operating standards applicable to our Bank Partners, which include several of the largest banks in the United States, and to us. We believe our multi-year track record of delivering on and growing volume commitments from our Bank Partners demonstrates our success in this regard, attracts commitments from new Bank Partners, and facilitates increasing commitments and new product development with our existing Bank Partners.

Asset-Light Model

Our Bank Partners originate and own the loans that they facilitate on our platform. We derive a substantial majority of our revenue and profitability from upfront transaction fees every time a merchant facilitates a transaction and receives a payment using our platform.

Attractive Consumer Profile

Efficient Go To Market Strategy and Recurring Revenue Model Drive Strong Operating Leverage

Our Growth Opportunities

We have significant opportunities to expand our business. Our growth strategy focuses on the following efforts to continue to deliver value for our constituents and expand our ecosystem.

Grow Our Merchant Community

We intend to continue building relationships with large Sponsors and independent, high-sales volume merchants in our existing core markets. We plan to leverage our technology-led go-to-market strategy to accelerate recognition of the GreenSky brand while preserving attractive customer acquisition costs. We will continue to invest in hiring skilled sales professionals who can help us add new high value merchants to our platform, thereby growing our market share and transaction volume.

Expand into New Industry Verticals, Including Online Retail and Traditional Store-Based Merchants

We recently expanded into the elective healthcare industry vertical and intend to explore other large, fragmented markets with creditworthy consumers who tend to make large-ticket purchases online and in-store. For example, online retail represents an attractive and low cost acquisition channel ripe for penetration that fits synergistically with our existing point-of-sale mobile platform. In 2017, domestic retail sales through the e-commerce platform exceeded $453 billion, growing by almost 16% over the prior year according to the U.S. Census Bureau. The consumer credit and payments industry in the online retail market is highly competitive. In the online retail market, we would expect to face competition from a diverse landscape of consumer lenders, including credit card issuers, traditional banks and new technology-centric payment tools. In addition, efforts by us

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and our merchants to promote use of the GreenSky program in the online retail market may not be as effective as promotion in-person at the point of sale. We also may face greater fraud-related risk, which generally is low in our traditional in-person model.

We expect to seek out additional attractive industry verticals (whether online or in-store) based on our ability to efficiently go to market, grow market share, generate attractive risk-adjusted yields for our Bank Partners and continue to maximize value for our constituents.

Widen Our Spectrum of Consumers and Funding Partners

Leverage Our Current Customer Base and Bank Partner Relationships to Deliver New Solutions

We believe we have a substantial opportunity to cross-market value-enhancing solutions to consumers and to our merchants. We believe that, as the number of transactions we facilitate increases, the data we accumulate from our technology platform will enable us to broaden our monetization model and leverage this data to attract incremental customers whom merchants may not have been able to source otherwise. Although most of the customers participating in the GreenSky program historically have been one-time, rather than repeat, customers within the home improvement industry vertical, we can potentially use data collected from prior customers to cross-market products to such customers for additional purchases across the home improvement, elective healthcare and other industry verticals. We also believe that we can leverage our platform to efficiently connect consumers, including existing retail customers of our Bank Partners, with merchant-driven promotions, expanding GreenSky’s brand and driving incremental revenue in each of our industry verticals.

Our Payments and Financing Solutions

We enable our merchants to extend a diverse set of payment and credit products to their customers. Our sales and account management teams work directly with merchants and prospective merchants to identify financing products for their customers, including financing products with promotional features, such as low or deferred interest, and with varying maturities and annual percentage rates. By varying the merchant transaction fee percentage payable to us depending on the merchant’s desired terms, we are agnostic as to the selection of financing products our merchants decide to offer.

Our current core financing products include:

	•		Deferred Interest Loans: Promotional deferred interest installment loans with interest rates ranging from 17.99% to 26.99% for the life of the loan. All interest accrued during the defined period is waived if the principal balance is paid within the promotional period (typically six, 12, 18 or 24 months).
	•		Reduced Rate Loans: Reduced rate amortizing installment loans with interest rates ranging from 0% to 13.99% for the life of the loan based on the plan selected. Typical plans include 60, 84, 96, 120 or 144 consecutive monthly payments beginning one month after accessing the approved loan.

Our Merchants

We partnered with 12,231 active merchants as of March 31, 2018. We define active merchants as home improvement merchants and healthcare providers that have submitted at least one consumer application during the 12 months ended at the date of measurement. We operate primarily in the home improvement market, where we work with large retailers and brands such as

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The Home Depot, Sponsors such as Renewal by Andersen, and an extensive network of owner-operated home improvement contractors. We work with their sales associates, many of whom have downloaded the GreenSky mobile application to their smart phones or tablets, in order to provide our solution to their customers. We have continually added larger merchants to our platform over time, while also diversifying our merchant base. The majority of merchants that transacted on our platform during the year ended December 31, 2017 had annual transaction volume between $1 million and $10 million. The Home Depot is our largest single merchant and represented approximately 6% of our total revenue in 2017 and in the three months ended March 31, 2018. In the home improvement industry vertical, we added 2,682 active merchants in 2017, representing an approximately 37% increase over 2016, and an additional 789 active merchants in the first three months of 2018.

In addition to the home improvement market, we recently entered the elective healthcare industry vertical, where our technology platform facilitates the offering of payments and financing solutions to patients of healthcare providers, from small solo and multi-provider practices to large national provider groups. We had 921 active merchants in the elective healthcare industry vertical as of December 31, 2017, which grew to 1,472 as of March 31, 2018.

Consumers

Consumers using our platform typically are homeowners with super-prime or prime credit scores. For all loans originated on our platform during the three months ended March 31, 2018, the credit-line weighted average consumer credit score for approved loans was 769, weighted average reported income was approximately $129,000 and weighted average debt-to-income ratio was 22%. Consumers typically use our point-of-sale platform for their large-ticket homeowner projects because of our attractive value proposition and the low rate or deferred interest products that are available. As we grow our program and continue to expand into elective healthcare and other industry verticals, the mix of consumers using our program may shift to consumers with lower credit scores, annual income and debt service characteristics, depending on demand from both our merchants and Bank Partners.

Our Bank Partners

Our Bank Partners include large, regional banks such as SunTrust Bank, Regions Bank, Fifth Third Bank and Synovus Bank. We continually evaluate the funding commitments of our Bank Partners to ensure that our pipeline is robust enough to fund growth and that our Bank Partners are originating and holding on their balance sheets their desired volume of attractive consumer loans. Our largest Bank Partners currently provide the preponderance of our funding commitments, and we believe that they have the appetite to increase their commitments. We also are in discussions with targeted banks with which we may partner in the future.

Competition

The consumer credit and payments market is highly fragmented and competitive. We face competition from a diverse landscape of consumer lenders, including traditional banks, credit unions and credit card issuers, as well as alternative technology-enabled lenders. Many of our credit and payment competitors, including Synchrony Financial, Wells Fargo and other credit card issuing banks, are (or are affiliated with) financial institutions with the capacity to hold loans on their balance sheets, increasing the potential profitability of individual consumer relationships. Some of these competitors offer a broader suite of products and services than we do, including retail banking solutions, credit and debit cards and loyalty programs.

We compete for merchants based on a number of key product features, including price, duration, simplicity of loan terms, promotional terms, ease of applying, merchant fees, user experience, and time-to-funding. Our existing core unsecured term loan products face competition primarily from home equity lines of credit and general purpose revolving credit cards. Consumers can access these alternatives through a range of traditional and technology-enabled sources. In the

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future, we may confront increased competition from existing competitors, as many traditional, large-scale consumer lenders are investing in technology to streamline loan application and funding processes. We also expect to face additional competition from current competitors or others who embrace disruptive technologies to significantly change the consumer credit and payment industry.

Customer Service and Loan Servicing

Our focus on providing superior customer service is an important part of our relationship with merchants, consumers and banks.

Customer Service Platform

We set our service-level policies and procedures at the direction of our Bank Partners. We currently maintain customer contact centers in Atlanta, Georgia, and northern Kentucky, furthering our business continuity and security objectives across multiple markets. Collectively, our call centers are fully staffed from 6:00 am to 1:00 am Eastern Time on Monday through Saturday and from 8:00 am to 1:00 am Eastern Time on Sundays. Centers are operational 363 days a year, closing only on Thanksgiving and Christmas, ensuring that customer account inquiries, payment processing activity, and collection protocols operate continuously without interruption.

All of our management, training, quality assurance and other online and printed resources are available in English and Spanish. We have the capacity to quickly customize our interactive voice response and automatic call distribution campaigns to meet specific merchant needs and branding.

Loan Servicing and Payment Collections

Our approximately 300-person loan servicing and payment collections team is led by experienced senior managers. In all interactions, we believe it is important to treat customers with respect, while complying with federal, state, and local laws.

Our primary collection method is telephone, which is segmented and operated across a variety of modes. Our dialer system has separate hardware and software for manual, preview, and predictive dialing to ensure compliance with the Telephone Consumer Protection Act of 1991 and the Fair Debt Collection Practices Act of 1977. Bankruptcy and deceased accounts are handled manually with a separate team. Do Not Call Accounts are coded and removed from daily dialing lists. Currently, no predictive dialing is being done but we may employ it as a payment collection method in the future.

Our collections strategy attempts to balance the customer experience with effective reduction of delinquent balances. To ensure that we are dialing all delinquent accounts, we track our efforts through a Unique Penetration Rate, which is the percentage of customers whom we have called at least once since the account was designated as delinquent. On a monthly basis, we review how often each number of delinquent accounts was dialed on one day, to ensure that we are adhering to best practices and not calling too often.

Multiple layers of controls ensure compliance with state and city restricted dialing, time-of-day restrictions, Do Not Call lists and cell phone restrictions. In addition, specialty processes are in place to appropriately manage customers facing unique situations, including bankruptcy, estates, third party debt management, power of attorney and legal representation.

A portion of our collectors’ compensation is linked to their individual compliance with our policies, rewarding those with exceptional compliance scores.

Loan servicing and collection functions currently are conducted by our employees, with no loan collection functions outsourced or conducted offshore.

Compliance

Our compliance management system leverages four key control components to ensure that our programs comply with applicable legal and regulatory requirements:

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	•		Board and management oversight: Our board of directors, among other responsibilities, approves our enterprise risk appetite statement and framework, along with certain other compliance policies, and oversees the Company’s strategic plan and enterprise-wide risk management program.
	•		Compliance program: On behalf of our Bank Partners, we have developed and implemented a comprehensive, written compliance management program to maintain compliance with statutory and regulatory requirements applicable to the GreenSky program. Initial and ongoing training instructs customer-facing employees on applicable obligations.
	•		Responses to consumer complaints: We operate a proprietary complaints management system to identify, document, remediate and report complaints about products, merchants and our employees. Our Executive Vice President of Operations is responsible for ultimate system oversight, and our dedicated Senior Manager of Customer Solutions manages the system on a day-to-day basis. We attempt to resolve all complaints within 15 calendar days of receipt.
			In our discretion, we make outbound calls to consumers to confirm that merchants are fulfilling their obligations. We also maintain a telephone hotline for receiving consumer complaints, which are recorded.
			Our dispute resolution mechanism for addressing disputes between merchants and consumers largely focuses on ensuring merchants perform their agreed-upon obligations (and, if necessary and appropriate, to terminate our relationship with the non-compliant merchants). If our merchants fail to fulfill contractual commitments to consumers or to comply with applicable law, we may decide to incur remediation costs in order to avoid or minimize the impact on the consumers. See “Risk Factors—If our merchants fail to fulfill their obligations to consumers or comply with applicable law, we may incur remediation costs.” We also could be subject to litigation arising from the dissatisfaction of a consumer with the products or services of a merchant. Even though we are not a party to the contracts between merchants and consumers, we could be named as a defendant in claims based on our servicing, collection or other services, or be subject to reviews, requests for information, investigations and proceedings (both formal and informal) by state and federal governmental agencies, including banking regulators and the CFPB, regarding our business activities. See “Risk Factors—Litigation, regulatory actions and compliance issues could subject us to significant fines, penalties, judgments, remediation costs and/or requirements resulting in increased expenses.”
	•		Compliance audits: We maintain and continually evolve our audit programs to test compliance with policies and procedures. Compliance and audit managers are familiar with the statutes and regulations applicable to GreenSky and with all areas of the organization, including internal operations and products. This function is responsible for tracking regulatory changes, as well as for reviewing products, forms and marketing materials for compliance issues.

On behalf of our Bank Partners, we have developed and implemented regulatory compliance policies and procedures in a number of areas, including: Bank Secrecy Act / Anti-Money Laundering; Fair Credit Reporting Act; Truth in Lending Act; Equal Credit Opportunity Act; Service Member’s Civil Relief Act; and Unfair, Deceptive, and Abusive Acts and Practices.

As we onboard merchants to our platform, we screen merchants as part of our compliance management program for adherence to the regulatory compliance policies and procedures that we have developed on behalf of our Bank Partners, as discussed above. We require merchants to submit an application and, upon request, other supporting documentation, evidencing compliance with the documentation, vendor management and other requirements of our Bank Partners and their regulators. We also may conduct interviews in our discretion as part of the merchant screening process.

As we expand further into the elective healthcare industry vertical, we have adapted our compliance management program (including the merchant screening process) to address the

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significant additional regulatory requirements, including various healthcare and privacy laws, applicable to such industry vertical.

While no compliance program can assure that there will not be violations, or alleged violations, of applicable laws, we believe that our compliance management system is reasonably designed, and managed, to minimize this risk.

See “Risk Factors—Risks Related to our Regulatory Environment.”

Legal Proceedings

From time to time, we and certain of our subsidiaries are involved in various lawsuits in state and federal courts regarding violations of state or federal statutes, regulations or common law related to matters arising out of the ordinary course of our business. We are not currently subject to any legal proceedings that we believe will have a materially adverse outcome.

Intellectual Property

We seek to protect our intellectual property by relying on a combination of federal, state, and common law in the United States, as well as on contractual measures. We use a variety of measures, such as trademarks and trade secrets, to protect our intellectual property. We also place appropriate restrictions on our proprietary information to control access and prevent unauthorized disclosures, a key part of our broader risk management strategy.

Given the innovative nature of our technology, we took steps to protect certain of our proprietary processes by applying for a patent in 2014. We responded to an Office Action regarding the patent application in October 2017. If issued, the patent, which is pending, will apply to our mobile application process, credit decisioning model, loan application logic, and several other key aspects of our technology. We also have registered several trademarks related to our name, “GreenSky,” including trademarking “GreenSky,” “GreenSky Credit,” and “GreenSky Patient Solutions,” as well as our logo. We believe our name and logo are important brand identifiers for consumers and for our merchants and Bank Partners.

Facilities

The table below sets forth selected information concerning our principal facilities as of December 31, 2017.


Location		Owned/Leased
Corporate Headquarters:
Atlanta, GA		Leased
Primary Call Centers:
Atlanta, GA		Leased
Crescent Hills, KY		Leased
Additional Facilities:
Alpharetta, GA		Leased

We believe our current facilities are adequate and that we will be able to find suitable space to accommodate foreseeable expansion.

Employees

As of March 31, 2018, GreenSky had 949 full-time employees, including 181 in technology and product, 413 in operations, 145 in collections, 90 in corporate functions, and 120 in sales and marketing, with substantially all located in metropolitan Atlanta, Georgia and Crescent Hills, Kentucky. None of our employees is represented by a labor union, and we believe we have positive relationships with our employees. We also occasionally engage third-party service providers, most often for contract programming services.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information as to persons who serve as GreenSky, Inc.’s executive officers and directors as of the date of this prospectus. Biographical information for each of the executive officers and directors can be found below.


Name	Age		Position
Executive Officers:
R. Jerry Bartlett, Jr.		57	Chief Technology Officer
Gerald Benjamin		60	Chief Administrative Officer, Vice Chairman and Director
Anne Byrd		57	Chief Operations Officer
Chris Forshay		39	President, GreenSky Home Improvement
Steven Fox		71	Executive Vice President and Chief Legal Officer
Tim Kaliban		52	President and Chief Risk Officer
Dennis Kelly		60	President, GreenSky Patient Solutions
Alan Mustacchi		57	Executive Vice President of Capital Markets
Robert Partlow		51	Executive Vice President and Chief Financial Officer
Lois Rickard		65	Chief Human Resources Officer
David Zalik		44	Chief Executive Officer, Director and Chairman of our Board of Directors
Non-Employee Directors:
Joel Babbit		64	Director
John Flynn		34	Director
Gregg Freishtat		51	Director
Nigel Morris		59	Director
Robert Sheft		57	Director

Executive Officers

R. Jerry Bartlett, Jr. has served as our Chief Technology Officer since February 2018. Prior to joining the Company, Mr. Bartlett served as Chief Technology Officer and Head of Global Operations for Hyperwallet Systems, Inc., a leading digital payments company, where he led all technology and operational functions; Executive Vice President and Chief Technology Officer of Worldpay SN LLC, a global payments company, where he was responsible for post-acquisition integration of technology and staff; Chief Technology Officer at SecureNet, where he led their technology functions; Senior Vice President and Global Chief Development Officer of First Data Corporation, a global financial technology services firm; and Senior Vice President and Chief Technology Officer for TD Ameritrade, a leading securities broker-dealer firm providing digital securities trading and clearing services. Mr. Bartlett has more than 30 years of experience as an executive for finance technology companies. Mr. Bartlett holds a Bachelor of Science in Technology and Management from The University of Maryland, in College Park, MD.

Gerald Benjamin has served as our Vice Chairman since 2014 and as our Chief Administrative Officer since February 2018. Prior to joining the Company, Mr. Benjamin served as the Managing Partner of Atlanta Equity Investors, a middle market private equity firm; Head of Investment Banking at Navigant Capital Advisors; Senior Managing Director at Casas, Benjamin & White LLC, a national restructuring and mergers and acquisitions advisory firm; and CEO of Premier Healthcare, Inc., a health care services venture development and management company. Mr. Benjamin has 35 years of operating, investment banking, corporate finance advisory, principal investing, and restructuring experience. Mr. Benjamin is a CPA and received a Bachelor of Science degree in accounting from the University of Kentucky, where he was named a Coopers & Lybrand Scholar.

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Anne Byrd has served as our Chief Operations Officer since February 2018. Prior to joining the Company, Dr. Byrd was the President of Extremis Leadership, LLC, through which she served as an executive officer of various financial technology companies; the Executive Managing Director of UnitedLex, an enterprise legal services provider; the Managing Director of the Discovery Solutions Practice at LeClairRyan, a law firm; and a Senior Director of Capital One Services, Inc., a financial services company offering credit, savings, and loan products to customers. Dr. Byrd has more than 20 years of executive leadership and consulting experience in lending institutions, legal services companies, and financial technology companies. Dr. Byrd has earned an MBA from George Mason University, and an MA in Human and Organizational Systems and a PhD in Organizational Development from Fielding Graduate University.

Chris Forshay served as our Executive Vice President of Sales from 2016 to 2017, as Executive Vice President of Sales & Marketing from 2017 until February 2018, and as President of GreenSky Home Improvement since that time, having joined GreenSky in 2016 as our Executive Vice President of Sales. Prior to joining GreenSky, Mr. Forshay built sales for Reach150, a leader in referral management. Prior to his role at Reach150, Mr. Forshay spent the first 15 years of his career at Dell and Lenovo, where he led multi-billion dollar organizations across the technology stack and was responsible for post-merger integration efforts for key acquisitions. Mr. Forshay is a graduate of the University of Virginia earning his B.A. in Economics and Government and his MBA from the Darden School of Business.

Steven Fox has served as our Chief Legal Officer since 2016. Prior to joining GreenSky, Mr. Fox was a senior partner at Rogers & Hardin LLP, where he counseled publicly and privately held businesses, boards of directors and board committees, private equity funds and financial advisors in connection with mergers and acquisitions, capital markets transactions, corporate governance and a wide range of commercial and corporate matters. Mr. Fox graduated from the University of North Carolina at Chapel Hill with a B.A. in Economics and earned his J.D. from the University of Michigan Law School.

Tim Kaliban has served as our President and Chief Risk Officer since 2012. Prior to joining the Company, Mr. Kaliban served as the Chief Operating Officer and Executive Vice President of Risk and Portfolio Management for TCM Bank, a leading provider of consumer and business credit card services to over 600 banks nationwide. Previously, Mr. Kaliban also directed product management and delivery for the card services division of Fidelity National Information Services, Inc., an international financial services and payments processor. Prior thereto, he headed the card services unit of BankNorth, managing credit card, debit card, merchant, ATM and agent bank services. Mr. Kaliban received a B.A. from Middlebury College and an MBA from Tulane University.

Dennis Kelly has served as President of GreenSky Patient Solutions since 2016. Prior to joining the Company, Mr. Kelly served as the CEO of CarePoint Health, a New Jersey based multi-hospital integrated delivery system. Prior to joining CarePoint Health, Mr. Kelly served as CEO of New Hope Bariatrics, Inc., a specialty ambulatory surgery center company that Mr. Kelly co-founded in 2005. Prior to co-founding New Hope Bariatrics, Inc., Mr. Kelly served as the Chief Operating Officer of MedCath Inc., a leading national cardiovascular hospital company, following a 15-year career as a sales executive with Siemens Medical Systems, where he ultimately led government and key accounts sales nationally. Mr. Kelly received his RT.R. from the University of Utah and his Bachelor of Science degree from Westminster College in Salt Lake City, UT.

Alan Mustacchi has served as our Executive Vice President, Capital Markets since 2014. Prior to joining GreenSky, Mr. Mustacchi served as a Managing Director with Dresner Partners, a boutique mergers & acquisition advisory firm and as a Managing Director and Head of Specialty Retail & Consumer Products Investment Banking with Navigant Capital Advisors. Prior to joining Navigant, Mr. Mustacchi served as a Managing Director and Team Leader in the Merchant Banking Group at BNP Paribas; Vice President and Head of Underwriting at Bank of New York Commercial Corporation; a Senior Examiner in the Audit Group at Bankers Trust; and a Senior Accountant with Koenigsberg Wolf & Co., LLC. Mr. Mustacchi received a B.S. degree in Accounting and Economics from New York University’s College of Business and Public Administration and an MBA from New York University’s Stern School of Business.

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Robert Partlow has served as our Executive Vice President and Chief Financial Officer since 2014. Prior to joining the Company, Mr. Partlow served as Chief Financial Officer and Executive Vice President for Seneca Mortgage Investment LLP, an investor and servicer in residential mortgage servicing. Previously, Mr. Partlow was a Senior Vice President at SunTrust, responsible for managing SunTrust’s mortgage loan portfolio and mortgage servicing rights portfolio. Prior to that, Mr. Partlow was the CFO for Fieldstone Investment Corporation, a NYSE traded real estate investment trust (“REIT”) that originated and invested in residential mortgages, where he established the REIT’s securitization program and led the company’s initial public offering. Mr. Partlow received a B.S. in Business Administration from the University of Richmond and a M.S. in Accountancy from the University of Virginia.

Lois Rickard has served as our Chief Human Resources Officer since 2017, having joined GreenSky as our Executive Vice President of Human Resources in 2015. Prior to joining the Company, Ms. Rickard managed HR operations for Streamline Health, where she led her team in building a strong culture following a series of acquisitions that changed the size and scope of the original company by aligning the processes, policies and offerings for the business’s future state. Ms. Rickard received a B.A. from Albion College and her Master’s Degree from the University of Michigan.

David Zalik has served as our Chief Executive Officer since co-founding GreenSky in 2006. Prior to co-founding the Company, Mr. Zalik founded MicroTech Information Systems, a computer hardware assembly company, and sold the business in 1996. Mr. Zalik also founded Outweb, a web and mobile-development consulting firm, and formerly was a director of RockBridge Commercial Bank. Mr. Zalik was the recipient of the 2016 Ernst & Young National Financial Services Entrepreneur of the Year Award. We believe Mr. Zalik is qualified to serve in his current capacity as Chief Executive Officer and a director because of his substantial operating, product strategy and industry expertise gained from his previous background as well as his current role as CEO of GreenSky.

Non-Employee Directors

Joel Babbit has served as a member of our board of directors since 2015. Mr. Babbit serves as Chief Executive Officer of MNN Holdings LLC, a digital marketing and publishing company focused on content production and distribution, which he co-founded in 2009. Previously, Mr. Babbit served as President and Chief Creative Officer of GCI Group Inc., a leading global advertising agency. In 1996, Mr. Babbit co-founded 360, a marketing communications company, and served as its Chief Executive Officer until its acquisition by Grey Global Group in 2002. Mr. Babbit is a graduate of The University of Georgia, from which he received the John Holliman Award for Lifetime Achievement in 2015. Mr. Babbit’s experience of over 35 years in both traditional and digital marketing, branding and corporate communications qualify him to serve as a member of our board of directors.

John Flynn has served as a member of our board of directors since April 2018. Mr. Flynn is a Principal at TPG Capital (“TPG”), where he is a member of the Internet, Digital Media & Communications group and the Technology group. Mr. Flynn serves on the board of directors of multiple private companies in the technology, digital media and communications industries. Prior to joining TPG in 2015, Mr. Flynn was a Principal at Silver Lake Partners, a private equity firm, where he managed investments in numerous technology, communications, digital media, and internet commerce companies. Mr. Flynn also serves on the board of directors of the San Francisco Zoo and Friends of the Urban Forest, a non-profit organization. Mr. Flynn graduated with honors with a degree in finance and accounting from the Wharton School and a degree in systems engineering from the School of Engineering and Applied Sciences at the University of Pennsylvania. Mr. Flynn’s substantial experience in overseeing technology investments for multiple investment firms qualifies him to serve as a member of our board of directors.

Gregg Freishtat has served as a member of our board of directors since 2014. Mr. Freishtat is the founder and for the past three years has been the Chief Executive Officer of SalesWise, Inc. Prior to that, he was the Senior Vice President of Strategic Alliances at Outbrain Inc. Mr. Freishtat is a technology executive with over 20 years of experience leading innovative and transformative

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companies. He has founded four venture-backed start-ups, all of which had successful exits. Deeply rooted in venture capital and management of internet technology companies, he has led several companies through acquisition and has been involved in developing disruptive technologies in convergence of telecommunications/internet, personal finance/online banking, web based analytics and digital media/online marketing and currently relationship intelligence. Mr. Freishtat received an undergraduate degree from Boston University and his J.D. from the University of Maryland Law School. Mr. Freishtat’s extensive experience with disruptive technologies and rapidly growing ventures qualify him to serve as a member of our board of directors.

Nigel Morris has served as a member of our board of directors since 2014. Mr. Morris is the co-founder and managing partner of QED Investors, a direct investment fund focused on high-growth companies that leverage the breakthrough power of data strategies in financial technology. Prior to venture investing, Mr. Morris co-founded Capital One Financial Services in 1994 and served as President and Chief Operating Officer. Mr. Morris received a BSC with honors in Psychology from the East London University and a MBA with distinction from London Business School, where he is also a Fellow. Mr. Morris’s financial technology and consumer credit experience qualifies him to serve as a member of our board of directors.

Robert Sheft has served as a member of our board of directors since 2014. Mr. Sheft is the Chairman and CEO of Installation Made Easy, Inc. (“IME”), which he acquired in partnership with Roark Capital Group in August 2012. IME develops and coordinates home improvement programs marketed through retailers on a nationwide basis. Mr. Sheft is also a Senior Advisor to Roark Capital Group, a private equity firm based in Atlanta, Georgia. Prior to acquiring IME, Mr. Sheft was the founder, President and CEO of Simply Floored, a residential flooring company that was acquired by IME. Prior to founding Simply Floored, Mr. Sheft was the founder, President and CEO of RMA Home Services, Inc., which was acquired by The Home Depot in December 2003 to create a platform for its installed home improvement division. Prior to founding RMA, Mr. Sheft spent five years as a Managing Director in charge of merchant Banking at First Southwest. Mr. Sheft began his career as an attorney in the mergers and acquisitions practice of Skadden, Arps, Slate, Meagher & Flom. Mr. Sheft received a B.S. from the University of Pennsylvania’s Wharton School and a J.D. from Columbia Law School. Mr. Sheft’s extensive home improvement contractor experience qualifies him to serve as a member of our board of directors.

Election of Officers

Each executive officer serves at the discretion of our board of directors and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

Board Composition

Upon consummation of this offering, our board of directors will consist of seven directors. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. The authorized number of directors may be changed by resolution of our board of directors. Vacancies on our board of directors can be filled by resolution of our board of directors.

Upon the consummation of this offering, our board of directors will be divided into three classes, each serving staggered, three-year terms:

	•		our Class I directors will be and , and their terms will expire at the first annual meeting of stockholders following the date of this prospectus;
	•		our Class II directors will be and , and their terms will expire at the second annual meeting of stockholders following the date of this prospectus; and
	•		our Class III directors will be , and Mr. Flynn and their terms will expire at the third annual meeting of stockholders following the date of this prospectus.

TPG is entitled to designate a director for three years following this offering.

As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms.

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Independence of our Board of Directors

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that Messrs. Freishtat and Flynn do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of those directors is “independent,” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of NASDAQ. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Board Committees

Upon consummation of this offering, our board of directors will have three standing committees: an audit committee; a compensation committee; and a governance and nominating committee. Each of the committees will report to the board of directors as it deems appropriate and as the board of directors may request. The expected composition, duties and responsibilities of these committees are set forth below. In the future, our board of directors may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The audit committee provides assistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by approving the services performed by our independent registered public accounting firm and reviewing their reports regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions as it deems necessary to satisfy itself that the independent registered public accounting firm is independent of management. Upon consummation of this offering, our audit committee will consist of (Chair) and . Our board of directors has affirmatively determined that each of Messrs. Flynn and Freishtat meet the requirements for independence of audit committee members under applicable SEC and NASDAQ rules. All of the members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. In addition, Mr. Flynn will qualify as our “audit committee financial expert,” as such term is defined in Item 407 of Regulation S-K.

Our board of directors will adopt a new written charter for the audit committee, which will be available on the Investor Relations section of our website at www.greenskycredit.com upon the consummation of this offering. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

Compensation Committee

After consummation of this offering, the compensation committee will determine our general compensation policies and the compensation provided to our directors and officers. The compensation committee will also review and determine bonuses for our officers and other employees. In addition, the compensation committee will review and determine equity-based compensation for our directors, officers, employees and consultants and will administer our equity incentive plans. Our compensation committee will also oversee our corporate compensation programs. Upon consummation of this offering, our compensation committee will consist of (Chair) and . Each member of our compensation committee will be independent, as defined under the NASDAQ listing rules, and satisfies NASDAQ’s additional independence standards for compensation committee members. Each member of our compensation

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committee will be a non-employee director (within the meaning of Rule 16b-3 under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)).

Our board of directors will adopt a new written charter for the compensation committee, which will be available on the Investor Relations section of our website at www.greenskycredit.com upon the consummation of this offering. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

Governance and Nominating Committee

After consummation of this offering, the governance and nominating committee will be responsible for making recommendations to our board of directors regarding candidates for directorships and the size and composition of the board. In addition, the governance and nominating committee will be responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board of directors concerning corporate governance matters. Upon consummation of this offering, our governance and nominating committee will consist of (Chair) and . Each member of our governance and nominating committee will be independent as defined under the NASDAQ listing rules.

Our board of directors will adopt a written charter for the governance and nominating committee, which will be available on the Investor Relations section of our website at www.greenskycredit.com upon the consummation of this offering. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

Role of Our Board of Directors in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. Our board of directors administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee will have the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee will also have the responsibility to review with management the process by which risk assessment and management is undertaken, monitor compliance with legal and regulatory requirements, and review the adequacy and effectiveness of our internal controls over financial reporting. Our governance and nominating committee will be responsible for periodically evaluating our Company’s corporate governance policies and system in light of the governance risks that our Company faces and the adequacy of our Company’s policies and procedures designed to address such risks. Our compensation committee will assess and monitor whether any of our compensation policies and programs is reasonably likely to have a material adverse effect on our Company.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors or compensation committee and the board of directors or compensation committee of any other entity, nor has any interlocking relationship existed in the past.

Code of Ethics

Our board of directors will adopt a code of ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers, effective upon the consummation of this offering. At that time, the full text of our codes of ethics will be available on the Investor Relations section of our website at www.greenskycredit.com. We intend to disclose future amendments to certain provisions of our code of ethics, or waivers of certain provisions as they relate to our directors and executive officers, at the same location on our website or in public filings. The information on our website is not intended to form a part of or be incorporated by reference into this prospectus.

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EXECUTIVE COMPENSATION

Our named executive officers, consisting of our principal executive officer and our next two most highly compensated executive officers, for the year ended December 31, 2017, were:

	•		David Zalik, our Chief Executive Officer and Chairman of our board of directors;
	•		Gerald Benjamin, our Chief Administrative Officer and Vice Chairman; and
	•		Tim Kaliban, our President and Chief Risk Officer.

Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our named executive officers during the fiscal years ended December 31, 2017 and 2016.


Name and Principal Position	Year		Salary ($)		Bonus ⁽¹⁾ ($)		Equity Awards ⁽²⁾ ($)		All Other Compensation ⁽³⁾ ($)		Total ($)
David Zalik ⁽⁴⁾		2017		500,000		—		—		1,942		501,942
Chief Executive Officer and Chairman		2016		500,000		—		—		1,942		501,942
Gerald Benjamin ⁽⁴⁾		2017		450,000		450,000		—		2,305,312		3,205,312
Chief Administrative Officer and Vice Chairman		2016		450,000		—		394,660		94,026		938,686
Tim Kaliban		2017		339,615		—		—		7,443,212		7,782,827
President and Chief Risk Officer		2016		325,000		—		—		253,915		578,915

	(1)		Includes discretionary bonuses granted to certain of our named executive officers as a result of what was viewed as exceptional contributions during the year.
	(2)		The amounts in this column reflect the aggregate grant date fair value of each profits interest in GS Holdings granted during the year described below under the caption entitled “—Employee Benefit Plans—Options and Profits Interests” and the table below entitled “Outstanding Equity Awards at Fiscal Year End.” The amounts shown were computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus. The amounts awarded were discretionary, but generally were intended to align the profit incentive opportunity with those of similarly compensated employees.
	(3)		The compensation included in the “All Other Compensation” column includes: (a) for Mr. Benjamin, (i) tax distributions in the amounts of $237,829 and $94,026 in connection with profits interests in 2017 and 2016, respectively, and (ii) special distributions in the amount of $2,067,483 in 2017; and (b) for Mr. Kaliban, (i) tax distributions in the amounts of $779,932 and $244,640 in connection with profits interests in 2017 and 2016, respectively, (ii) special distributions in the amount of $6,654,005 in 2017, and (iii) 401(k) contributions in 2017 and 2016. See “Dividend Policy."
	(4)		Messrs. Zalik and Benjamin also serve as the Chairman and Vice Chairman, respectively, of our board of directors, but they do not receive any additional compensation for their services as directors.

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Outstanding Equity Awards at Fiscal Year-End

The following table presents information regarding outstanding equity awards, as of December 31, 2017, for each named executive officer.

We previously granted options exercisable for Class A units of GS Holdings to certain of our named executive officers. Subsequent to when we awarded those options, the awards were amended to cap the amount that the recipient could receive upon exercise (with a cap price of $76.00 per unit) and each recipient was awarded companion profits interests with a threshold price equal to the cap price of $76.00 per unit.


Name	Option Awards ⁽¹⁾												Equity Awards ⁽²⁾
	Grant date			Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)			Option expiration date		Number of shares or units that have not vested (#)			Market value of shares or units that have not vested ($) ⁽³⁾
David Zalik Chief Executive Officer and Chairman		—			—		—			—		—		—				—
Gerald Benjamin Chief Administrative Officer and Vice Chairman		1/1/14	⁽⁴⁾		52,186		34,790		$	10.81		1/1/24		34,790	⁽⁴⁾		$	66,783
		—			—		—			—		—		45,000	⁽⁵⁾		$	1,040,411
		—			—		—			—		—		11,200	⁽⁶⁾		$	315,728
Tim Kaliban President and Chief Risk Officer		2/1/12	⁽⁷⁾		240,000		—		$	2.43		2/1/22		—				—

	(1)		Reflects options to acquire Class A units of GS Holdings. Prior to the Reorganization Transactions, outstanding options to acquire Class A units of GSLLC were equitably adjusted and replaced with options to acquire Class A units of GS Holdings. As part of the Reorganization Transactions, those options will be further equitably adjusted and replaced with options to acquire Holdco Units (together with an equal number of shares of our Class B common stock), which Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). See “Organizational Structure.” Assuming the sale of shares of Class A common stock in this offering at a price per share to the public of $ , which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and after giving effect to such exchange, (a) Mr. Benjamin’s 86,976 unexercised options would become options to purchase Holdco Units; and (b) Mr. Kaliban’s 240,000 unexercised options would become options to purchase Holdco Units; in each case together with an equal number of shares of Class B common stock.
	(2)		Reflects profits interests in GS Holdings. Prior to the Reorganization Transactions, holders of profits interests in GSLLC contributed their profits interests to GS Holdings in exchange for profits interests in GS Holdings having the same terms. As part of the Reorganization Transactions, those profits interests in GS Holdings will be replaced with Holdco Units (and an equal number of shares of Class B common stock).
	(3)		Because there was no public market for our equity as of December 31, 2017, the market value of our profits interests as of that date is not determinable. Accordingly, we cannot calculate the market value of the unvested profits interests as of that date. The values reflect the grant date fair values calculated in accordance with FASB ASC Topic 718. Assumptions used in the valuation of equity-based awards are discussed in Note 10 to the Consolidated Financial Statements of GS Holdings included in this prospectus.
	(4)		Options and companion profits interests vest at the rate of 20% per year, with a remaining vesting date of January 1, 2019. Subsequent to the grant of options, the options were capped

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			at $76.00 per unit, and Mr. Benjamin was awarded 86,976 companion profits interests with a threshold price equal to the cap price of $76.00 per unit.
	(5)		On December 30, 2015, Mr. Benjamin was granted 75,000 profits interests with a threshold price of $76.00 per unit, which vest at the rate of 20% per year with remaining vesting dates of December 30, 2018, December 30, 2019, and December 30, 2020.
	(6)		On August 23, 2016, Mr. Benjamin was granted 14,000 profits interests with a threshold price of $76.00 per unit, which vest at the rate of 20% per year with remaining vesting dates of August 23, 2018, August 23, 2019, August 23, 2020 and August 23, 2021.
	(7)		Subsequent to the grant of options, the options were capped at $76.00 per unit, and Mr. Kaliban was awarded 240,000 companion profits interests with a threshold price equal to the cap price of $76.00 per unit.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. As an emerging growth company we will be exempt from certain requirements related to executive compensation, including the requirements to hold a nonbinding advisory vote on executive compensation and to provide information relating to the ratio of total compensation of our Chief Executive Officer to the median of the annual total compensation of all of our employees, each as required by the Investor Protection and Securities Reform Act of 2010, which is part of Dodd-Frank.

Pension Benefits

Our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan (other than our 401(k) plan) sponsored by us during 2017.

Non-qualified Deferred Compensation

Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during 2017.

Employment Agreements

We have entered into an employment agreement with David Zalik, our Chief Executive Officer. The material terms of Mr. Zalik’s employment agreement are summarized below. Such summary is qualified by reference to the actual text of the agreement, which has been filed as an exhibit to the registration statement of which this prospectus forms a part. None of our other executive officers have employment agreements, and none of our executive officers are party to stand-alone severance or change in control agreements.

Mr. Zalik Employment Agreement

We entered into an employment agreement with David Zalik, our Chief Executive Officer and Chairman, effective as of September 25, 2014. The agreement provides for an annual salary of $500,000, subject to periodic reviews, and an annual bonus based upon a target bonus of 50% of the annual salary. To date, Mr. Zalik has waived any entitlement to a bonus. The agreement also provides that if Mr. Zalik terminates his employment with our Company for “Good Reason” (as defined in the agreement) or we terminate his employment “without cause” (as defined in the agreement), he will continue to receive his salary and certain benefits for 24 months and will receive a pro-rated portion of his bonus for the year of termination. The agreement also contains a 12-month non-competition covenant.

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Employee Benefit Plans

Options and Profits Interests

We previously granted options to acquire Class A units of GS Holdings to certain of our employees, consultants and directors. The options are subject to vesting conditions and are exercised automatically on certain enumerated events. Additionally, we previously granted profits interests in GS Holdings to certain of our employees, consultants and directors. All of the unvested options and profits interests are subject to continued employment and time-based vesting. Subject to certain requirements, we generally have the right under the agreements to repurchase any Class A units acquired under an option and the outstanding profits interests. As of December 31, 2017, there were outstanding options to acquire 982,189 Class A units in GS Holdings and 1,406,153 outstanding profits interests in GS Holdings. Prior to the Reorganization Transactions, outstanding options to acquire Class A units in GSLLC were equitably adjusted and replaced with options to acquire Class A units in GS Holdings. As part of the Reorganization Transactions, those options will be further equitably adjusted and replaced with options to acquire Holdco Units (and an equal number of shares of Class B common stock). Outstanding profits interests in GSLLC were contributed to GS Holdings in exchange for profits interests in GS Holdings having the same terms. As part of the Reorganization Transactions, those profits interests in GS Holdings will be replaced with Holdco Units (and an equal number of shares of Class B common stock). Following the completion of this offering, no further options or profits interests in GS Holdings will be granted.

2018 Omnibus Incentive Compensation Plan

As part of the Reorganization Transactions and this offering, GreenSky adopted, and the sole stockholder of GreenSky at that time approved, the 2018 Omnibus Incentive Compensation Plan. The 2018 Omnibus Incentive Compensation Plan will be effective upon closing of this offering.

The principal features of our 2018 Omnibus Incentive Compensation Plan are summarized below. This summary is qualified in its entirety by reference to the actual text of the plan, which is filed as an exhibit to the registration statement of which this prospectus is a part.

General

The 2018 Omnibus Incentive Compensation Plan covers the grant of awards to employees, consultants and non-employee directors of GreenSky and those of its affiliates, except that incentive stock options may only be granted to employees of GreenSky, Inc. and its corporate affiliates. Under the terms of the 2018 Omnibus Incentive Compensation Plan, an aggregate of shares of the Class A common stock of GreenSky, Inc. (including any LTIP Units (as defined below) which may be granted under the 2018 Omnibus Incentive Compensation Plan), will be authorized for delivery in settlement of awards, provided that the total number of shares of Class A common stock that may be delivered pursuant to the exercise of incentive stock options granted under the 2018 Omnibus Incentive Compensation Plan may not exceed shares.

We will bear all expenses of the 2018 Omnibus Incentive Compensation Plan and our compensation committee will administer the plan. The compensation committee has the authority to grant awards to such persons and upon such terms and conditions (not inconsistent with the provisions of the 2018 Omnibus Incentive Compensation Plan) as it may consider appropriate. Among the compensation committee’s powers is the authority to (i) determine the form, amount and other terms and conditions of awards; (ii) clarify, construe or resolve any ambiguity in any provision of the 2018 Omnibus Incentive Compensation Plan or any award agreement; (iii) amend the terms of outstanding awards; and (iv) adopt such rules, forms, instruments and guidelines for administering the 2018 Omnibus Incentive Compensation Plan as the compensation committee deems necessary or proper. The compensation committee may delegate any or all of its administrative authority to one or more of our officers, except with respect to awards to executive officers who are subject to Section 16 of the Exchange Act. Based on service, performance and/or other factors or criteria, the compensation committee may, after grant of the award, accelerate the vesting of all or any part of the award. Notwithstanding the foregoing, any exercise of discretion

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regarding awards for non-employee directors must be approved by the board of directors of GreenSky.

Shares of Class A common stock covered by an award shall only be counted as used to the extent actually used. A share of Class A common stock issued in connection with an award under the 2018 Omnibus Incentive Compensation Plan shall reduce the total number of shares of Class A common stock available for issuance under the 2018 Omnibus Incentive Compensation Plan by one; provided, however, that, upon settlement of a stock appreciation right, the greater of the number of shares underlying the portion of the stock appreciation right that is exercised or the number of shares actually issued will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the plan.

If any award under the 2018 Omnibus Incentive Compensation Plan terminates without the delivery of shares of Class A common stock, whether by lapse, forfeiture, cancellation or otherwise, the shares of Class A common stock subject to such award, to the extent of any such termination, shall again be available for grant under the 2018 Omnibus Incentive Compensation Plan. Notwithstanding the foregoing, upon the exercise of any such award granted in tandem with any other awards, such related awards shall be cancelled to the extent of the number of shares of Class A common stock as to which the award is exercised, and such number of shares shall no longer be available for awards under the 2018 Omnibus Incentive Compensation Plan. Subject to applicable law, if any shares subject to an award (other than a full value award) granted under the 2018 Omnibus Incentive Compensation Plan are withheld or applied as payment in connection with the exercise of the award or the withholding or payment of taxes related thereto or separately surrendered by the participant for any such purpose, such returned shares of Class A common stock will be treated as having been delivered for purposes of determining the maximum number of shares available for grant under the 2018 Omnibus Incentive Compensation Plan and shall not again be treated as available for grant. If any shares subject to a full value award granted under the 2018 Omnibus Incentive Compensation Plan are withheld or applied as payment in connection with the withholding or payment of taxes related thereto or separately surrendered by the participant for such purpose, such returned shares of Class A common stock will again be available for grant under the 2018 Omnibus Incentive Compensation Plan. The number of shares available for issuance under the 2018 Omnibus Incentive Compensation Plan may not be increased through the purchase of shares on the open market with the proceeds obtained from the exercise of any options granted hereunder. Notwithstanding the foregoing, however, in the case of any substitute award granted in assumption of or in substitution for an entity award issued by an acquired entity, shares delivered or deliverable in connection with such substitute award shall not be counted against the number of shares reserved under the 2018 Omnibus Incentive Compensation Plan (to the extent permitted by applicable stock exchange rules), and available shares of stock under a stockholder-approved plan of an acquired entity (as appropriately adjusted to reflect the transaction) also may be used for awards under the 2018 Omnibus Incentive Compensation Plan, and shall not reduce the number of shares otherwise available under the 2018 Omnibus Incentive Compensation Plan (subject to applicable stock exchange requirements).

If a dividend or other distribution (whether in cash, shares or other property), recapitalization, forward or reverse stock split, subdivision, consolidation or reduction of capital, reorganization, merger, consolidation, scheme of arrangement, split-up, spin-off or combination involving us or the repurchase or exchange of shares of our Class A common stock or other securities, or other rights to purchase shares of our securities or other similar transaction or event, affects our shares of Class A common stock such that the compensation committee determines that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits (or potential benefits) provided to grantees under the 2018 Omnibus Incentive Compensation Plan, the compensation committee shall make an equitable change or adjustment as it deems appropriate in the number and kind of securities that may be issued pursuant to awards under the 2018 Omnibus Incentive Compensation Plan, the per individual limits on the awards that can be granted in any calendar year and any outstanding awards and the related exercise price (as defined below) relating to any such awards, if any.

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Generally, no grantee may be granted Awards denoted in shares with respect to more than 1,000,000 shares (twice that limit for Awards granted in the year in which the grantee first commenced employment or service) in a single calendar year. The maximum potential value of Awards denoted in dollars that may be granted in a single calendar year may not exceed $5,000,000 (twice that limit for Awards granted to a grantee in the year in which the grantee first commenced employment or service). A non-employee director may not be granted Awards in a single calendar year that, taken together with any cash fees paid for the director’s service as a director during the year, exceeds $750,000 in total value (calculating the value of the Awards based on the grant date fair value for financial accounting purposes (exceptions permitted (up to twice that limit) for non-executive chair of the board or in other extraordinary circumstances).

Types of Awards

The 2018 Omnibus Incentive Compensation Plan permits the grant of any or all of the following types of awards to grantees:

	•		stock options, including incentive stock options (“ISOs”);
	•		stock appreciation rights (“SARs”);
	•		restricted stock;
	•		deferred stock and restricted stock units;
	•		performance units and performance shares;
	•		dividend equivalents;
	•		bonus shares;
	•		other stock-based awards (including LTIP Units, as defined below); and
	•		cash incentive awards.

Generally, awards under the 2018 Omnibus Incentive Compensation Plan are granted for no consideration other than prior and/or future services. Awards granted under the 2018 Omnibus Incentive Compensation Plan may, in the discretion of the compensation committee, be granted alone or in addition to, in tandem with or in substitution for, any other award under the 2018 Omnibus Incentive Compensation Plan or any other plan of ours; provided, however, that if a SAR is granted in tandem with an ISO, the SAR and ISO must have the same grant date and term, and the exercise price of the SAR may not be less than the exercise price of the ISO. The material terms of each award will be set forth in a written or electronic award agreement between the grantee and us. The agreements will specify when the award may become vested, exercisable or payable. No right or interest of a participant in any award will be subject to any lien, obligation or liability of the participant. The laws of the State of Delaware govern the 2018 Omnibus Incentive Compensation Plan. The 2018 Omnibus Incentive Compensation Plan is unfunded, and we will not segregate any assets for grants of awards under the 2018 Omnibus Incentive Compensation Plan.

Other than awards excluded from the minimum vesting requirement as set forth herein, no award may be granted under the 2018 Omnibus Incentive Compensation Plan that will be eligible to vest earlier than 12 months after the date of grant and/or have a performance period of less than 12 months, although awards made within the first 90-days of a year may have performance periods that begin as of the beginning of that year and that end at the end of that year and awards to non-employee directors may vest as of an earlier date if no earlier than 50 weeks from the date of the annual stockholders’ meeting at which the Awards were granted. Notwithstanding the foregoing, awards that result in the issuance of an aggregate of up to 5% of the shares of Class A common stock available under the 2018 Omnibus Incentive Compensation Plan may be granted without regard to such minimum vesting requirements.

Stock Options and SARs

The compensation committee is authorized to grant SARs and stock options (including ISOs except that an ISO may only be granted to an employee of ours or one of our subsidiary

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corporations). A stock option allows a grantee to purchase a specified number of our shares at a predetermined price per share (the “Option Exercise Price”) during a fixed period measured from the date of grant. An SAR entitles the grantee to receive the excess of the fair market value of a specified number of shares on the date of exercise over a predetermined exercise price per share (the “SAR Exercise Price”. The Option Exercise Price or SAR Exercise Price will be determined by the compensation committee and set forth in the award agreement; but neither may be less than the fair market value of a share on the grant date (110 percent of the fair market value in case of certain incentive stock options). The term of each option or SAR is determined by the compensation committee and set forth in the award agreement, except that the term may not exceed 10 years (five years in case of certain incentive stock options). Options may be exercised by payment of the purchase price through one or more of the following means: payment in cash (including personal check or wire transfer), or, with the approval of the compensation committee, by delivering shares of Class A common stock previously owned by the grantee, by delivery of shares of Class A common stock to be acquired upon the exercise of such option or by delivering restricted shares of Class A common stock. The compensation committee may also permit a grantee to pay the Option Exercise Price through the sale of shares acquired upon exercise of the option through a broker-dealer to whom the grantee has delivered irrevocable instructions to deliver sales proceeds sufficient to pay the purchase price to us. In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of Company stock with respect to which an ISO may become exercisable for the first time during any calendar year cannot exceed $100,000; and if this limitation is exceeded, the ISOs which cause the limitation to be exceeded will be treated as nonqualified options. No participant may be granted SARs in tandem with ISOs, which are first exercisable in any calendar year for shares of Company stock having an aggregate fair market value (determined as of the date of grant) that exceeds $100,000.

Restricted Shares

The compensation committee may award restricted shares consisting of shares of Class A common stock which remain subject to a risk of forfeiture and may not be disposed of by grantees until certain restrictions established by the compensation committee lapse. The vesting conditions may be service-based (i.e., requiring continuous service for a specified period) or performance-based (i.e., requiring achievement of certain specified performance objectives) or both. Unless the agreement eliminates such rights, a grantee receiving restricted shares will have the right to vote the restricted shares but may only receive any dividends payable on such restricted shares if and at the time the restricted shares vest (such dividends to either be deemed reinvested into additional restricted shares subject to the same terms as the restricted shares to which such dividends relate or accumulated and paid in cash when the restricted shares vest). Upon termination of the grantee’s affiliation with us during the restriction period (or, if applicable, upon the failure to satisfy the specified performance objectives during the restriction period), the restricted shares will be forfeited as provided in the award agreement.

Restricted Stock Units and Deferred Stock

The compensation committee may also grant restricted stock unit awards and/or deferred stock awards. A deferred stock award is the grant of a right to receive a specified number of our shares of Class A common stock at the end of specified deferral periods or upon the occurrence of a specified event. A restricted stock unit award is the grant of a right to receive a specified number of our shares of Class A common stock (or the cash value thereof) upon lapse of a specified forfeiture condition (such as completion of a specified period of service or achievement of certain specified performance objectives). If the service condition and/or specified performance objectives are not satisfied during the restriction period, the award will lapse without the issuance of the shares underlying such award (or payment of the cash value thereof).

Restricted stock units and deferred stock awards carry no voting or other rights associated with stock ownership. Unless the agreement eliminates such rights, however, a grantee receiving restricted stock units or deferred stock will receive dividend equivalents with respect to restricted

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stock units or deferred stock, and such dividend equivalents will either be deemed to be reinvested in additional shares of restricted stock units or deferred stock subject to the same terms as the shares of restricted stock or deferred stock to which such dividend equivalents relate or accumulated and paid in cash only if the related restricted stock units or deferred stock becomes vested and payable.

Performance Units

The compensation committee may grant performance units, which entitle a grantee to cash or shares of Class A common stock conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the compensation committee and reflected in the award agreement. The initial value of a performance unit will be determined by the compensation committee at the time of grant. The compensation committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Performance Shares

The compensation committee may grant performance shares, which entitle a grantee to a certain number of shares of Class A common stock, conditioned upon the fulfillment of certain performance conditions and other restrictions as specified by the compensation committee and reflected in the award agreement. The compensation committee will determine the terms and conditions of such awards, including performance and other restrictions placed on these awards, which will be reflected in the award agreement.

Bonus Shares

The compensation committee may grant fully vested shares of Class A common stock as bonus shares (if available under the five percent (5%) exception to the one-year minimum vesting rule) or shares of Class A common stock subject to such terms and conditions as are specified in the award agreement.

Dividend Equivalents

The compensation committee is authorized to grant dividend equivalents, which provide a grantee the right to receive payment equal to the dividends paid on a specified number of our shares. Dividend equivalents may be paid directly to grantees upon vesting or may be deferred for later delivery under the 2018 Omnibus Incentive Compensation Plan. If deferred, such dividend equivalents may be credited with interest or may be deemed to be invested in our shares, other awards or in other property. No dividend equivalents may be granted in conjunction with any grant of stock options or SARs.

LTIP Units

The compensation committee may grant equity-based awards under the 2018 Omnibus Incentive Compensation Plan, valued by reference to shares of our Class A common stock, consisting of Holdco Units in GS Holdings and an equal number of shares of our Class B common stock, which will be referred to as “LTIP Units.” LTIP Units may be subject to any vesting conditions as the compensation committee may determine and set forth in the agreement, similar to any other type of equity award, such as restricted stock. Holders of LTIP Units will have the right to exchange such units for shares of our Class A common stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications, or for cash, at our option. Any Holdco Units exchanged under the exchange provisions described above will thereafter be owned by GreenSky, Inc. and the corresponding shares of Class B common stock will be cancelled. Each LTIP Unit awarded will be equivalent to an award of one share of our Class A common stock for purposes of reducing the number of shares of Class A common stock available

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under the 2018 Omnibus Incentive Compensation Plan. The Holdco Units will be issued by GS Holdings.

Other Stock-Based Awards

In order to enable us to respond to material developments in the area of taxes and other legislation and regulations and interpretations thereof, and to trends in executive compensation practices, the 2018 Omnibus Incentive Compensation Plan also authorizes the compensation committee to grant awards that are valued in whole or in part by reference to or otherwise based on shares of our Class A common stock. The compensation committee determines the terms and conditions of such awards, including consideration paid for awards granted as share purchase rights and whether awards are paid in shares or cash.

Cash Incentive Awards

The compensation committee may grant cash incentive awards to any eligible person in such amounts and upon such terms, including the achievement of specific performance goals during the applicable performance period, as the compensation committee may determine. An eligible person may have more than one cash incentive award outstanding at any time. For instance, the compensation committee may grant an eligible employee one cash incentive award with a calendar year performance period as an annual incentive bonus and a separate cash incentive award with a multi-year performance period as a long-term cash incentive bonus.

The compensation committee shall establish performance goals applicable to each cash incentive award in its discretion and the amount that will be paid to the grantee pursuant to such cash incentive award if the applicable performance goals for the performance period are met. If an eligible person earns the right to receive a payment with respect to a cash incentive award, such payment will be made in cash in accordance with the terms of the award agreement. If the award agreement does not specify a payment date with respect to a cash incentive award, payment of the cash incentive award will be made no later than the 15th day of the third month following the end of the taxable year of the grantee or our fiscal year during which the cash incentive award becomes vested and payable.

Performance-Based Awards

The compensation committee may require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria, as a condition to awards being granted or becoming exercisable or payable under the 2018 Omnibus Incentive Compensation Plan, or as a condition to accelerating the timing of such events. Any applicable performance measure may be applied on a pre- or post-tax basis. The compensation committee may, provided that the formula for such award may include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual, nonrecurring gain or loss. The levels of performance required with respect to performance measures may be expressed in absolute or relative terms and may be based upon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance measures may differ for awards to different grantees. The compensation committee shall specify the weighting (which may be the same or different for multiple objectives) to be given to each performance objective for purposes of determining the final amount payable with respect to any such award. Any one or more of the performance measures may apply to the grantee, a department, unit, division or function within our Company or any one or more of its subsidiaries; and may apply either alone or relative to the performance of other businesses or individuals (including industry or general market indices). An award that is intended to become exercisable, vested or payable on the achievement of performance conditions means that the award will not become exercisable, vested or payable solely on mere continued employment or service. However, such an award, in addition to performance conditions, may be subject to continued employment or service by the participant. Additionally, the vesting, exercise or payment of an award can be conditioned on mere continued employment or service.

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Settlement of Awards

Awards generally may be settled in cash, shares of our Class A common stock, other awards or other property (including Holdco Units under LTIP Units), in the discretion of the compensation committee. Each share of Class A common stock awarded will result in the issuance by GS Holdings to GreenSky, Inc. of a corresponding Holdco Unit.

Change of Control

If there is a merger or consolidation of GreenSky, Inc. with or into another corporation or a sale of substantially all of our shares (a “Corporate Transaction”) that results in a Change in Control (as defined in the 2018 Omnibus Incentive Compensation Plan), and the outstanding awards are not assumed by surviving company (or its parent company) or replaced with economically equivalent awards granted by the surviving company (or its parent company), the compensation committee will cancel any outstanding awards that are not vested and nonforfeitable as of the consummation of such Corporate Transaction (unless the compensation committee accelerates the vesting of any such awards) and with respect to any vested and nonforfeitable awards, the compensation committee may either (i) allow all grantees to exercise options and SARs within a reasonable period prior to the consummation of the Corporate Transaction and cancel any outstanding options or SARs that remain unexercised upon consummation of the Corporate Transaction, or (ii) cancel any or all of such outstanding awards (including options and SARs) in exchange for a payment (in cash, or in securities or other property) in an amount equal to the amount that the grantee would have received (net of the exercise price with respect to any options or SARs) if the vested awards were settled or distributed or such vested options and SARs were exercised immediately prior to the consummation of the Corporate Transaction. If an exercise price of the option or SAR exceeds the fair market value of our shares and the option or SAR is not assumed or replaced by the surviving company (or its parent company), such options and SARs will be cancelled without any payment to the grantee. If any other award is not vested immediately prior to the consummation of the Corporate Transaction, such award will be cancelled without any payment to the grantee.

Amendment to, and Termination of, the 2018 Omnibus Incentive Compensation Plan

The 2018 Omnibus Incentive Compensation Plan may be amended, suspended or terminated by our board of directors without further stockholder approval, unless such stockholder approval of any such amendment is required by law or regulation or under the rules of any stock exchange or automated quotation system on which our shares of Class A common stock are then listed or quoted. An amendment will be contingent on approval of our Company’s stockholders if the amendment would (i) increase the benefits accruing to participants under the 2018 Omnibus Incentive Compensation Plan, including without limitation, any amendment to the 2018 Omnibus Incentive Compensation Plan or any agreement to permit a repricing or decrease in the exercise price of any outstanding awards, (ii) increase the aggregate number of shares of Class A common stock that may be issued under the 2018 Omnibus Incentive Compensation Plan, or (iii) modify the requirements as to eligibility for participation in the 2018 Omnibus Incentive Compensation Plan.

In addition, subject to the terms of the 2018 Omnibus Incentive Compensation Plan, no amendment or termination of the 2018 Omnibus Incentive Compensation Plan may materially and adversely affect the right of a grantee under any outstanding award granted under the 2018 Omnibus Incentive Compensation Plan without the participant’s consent.

Unless earlier terminated by our board of directors, the 2018 Omnibus Incentive Compensation Plan will terminate when no shares of Class A common stock remain reserved and available for issuance and no other awards remain outstanding or, if earlier, on the tenth anniversary of the adoption of the 2018 Omnibus Incentive Compensation Plan by our board of directors.

Stockholder Rights

No participant shall have any rights as a stockholder of the Company (or as a member of GS Holdings) until such award is settled by the issuance of Class A common stock (or, if

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applicable, Holdco Units), other than awards for which certain voting and dividend rights or dividend equivalents may be granted.

Transferability

Generally, an award is non-transferable except by will or the laws of descent and distribution, and during the lifetime of the participant to whom the award is granted, the award may only be exercised by, or payable to, the participant. However, the compensation committee may provide that awards other than ISOs or a corresponding SAR that is related to an ISO may be transferred by a participant to any permitted transferee (as defined in the 2018 Omnibus Incentive Compensation Plan). Any such transfer will be permitted only if (i) the participant does not receive any consideration for the transfer, (ii) the compensation committee expressly approves the transfer and (iii) the transfer is on such terms and conditions as are appropriate for the permitted transferee. The holder of the transferred award will be bound by the same terms and conditions that governed the award during the period that it was held by the participant, except that such transferee may only transfer the award by will or the laws of descent and distribution.

No Repricing

Notwithstanding any other provision of the 2018 Omnibus Incentive Compensation Plan, no option or SAR may be amended to reduce the exercise or grant price nor cancelled in exchange for other options or SARs with a lower exercise or grant price or shares or cash, without stockholder approval.

Compliance With Applicable Law

No award shall be exercisable, vested or payable except in compliance with all applicable federal and state laws and regulations (including, without limitation, tax and securities laws), any listing agreement with any stock exchange to which our Company is a party, and the rules of all domestic stock exchanges on which our Company’s shares may be listed.

No Employment Rights

Awards do not confer upon any individual any right to continue in the employ or service of our Company or any subsidiary.

Recoupment of Awards

The 2018 Omnibus Incentive Compensation Plan provides that awards granted under the 2018 Omnibus Incentive Compensation Plan are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of “incentive-based compensation” under the Exchange Act or under any applicable rules and regulations promulgated by the SEC or other applicable law or the primary stock exchange on which our shares are listed.

Miscellaneous

Each participant in the 2018 Omnibus Incentive Compensation Plan remains subject to the securities trading policies adopted by our Company from time to time with respect to the exercise of options or SARs or the sale of shares of Company stock acquired pursuant to awards granted under the 2018 Omnibus Incentive Compensation Plan. A grantee shall forfeit any and all rights under an award upon notice of termination by the Company or any affiliate for “Cause” as such term is defined in the 2018 Omnibus Incentive Compensation Plan. Award agreements shall contain such other terms and conditions as the compensation committee may determine in its sole discretion (to the extent not inconsistent the 2018 Omnibus Incentive Compensation Plan).

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Other Supplemental Benefits

Our named executive officers are eligible for the following benefits on a similar basis as other eligible employees:

	•		health, dental and vision insurance;
	•		paid-time-off days;
	•		life and accidental death and dismemberment insurance;
	•		short-term (voluntary) and long-term disability insurance;
	•		health savings account programs;
	•		critical, accident and life insurance (voluntary); and
	•		401(k) plan, which generally allows employees who satisfy certain eligibility requirements to defer up to 75% of their compensation, within limits established by Internal Revenue Service regulations, with our Company having the ability to make matching contributions up to 6% of base compensation.

Director Compensation

The following table sets forth information regarding the compensation awarded to, earned by, or paid to our directors during the fiscal year ended December 31, 2017.


Name ⁽¹⁾	Equity Awards ($)			Option Awards ($)			All Other Compensation ($) ⁽²⁾		Total ($)
Joel Babbit		—	⁽³⁾		—	⁽³⁾		530,779		530,779
Gregg Freishtat		—	⁽⁴⁾		—	⁽⁴⁾		819,892		819,892
Nigel Morris		—	⁽⁵⁾		—			5,531,856		5,531,856
Robert Sheft		—			—			88,921,289		88,921,289
Bryan Taylor ⁽⁶⁾		—			—			32,267,799		32,267,799

	(1)		Messrs. Zalik and Benjamin serve both as executive officers and directors of our Company. Their compensation is fully reflected in the Summary Compensation Table above, and they do not receive any additional compensation for their service as directors.
	(2)		The compensation included in the “All Other Compensation” column includes: (i) for Mr. Babbit, (a) tax distributions in the amount of $52,933 in connection with profits interests during 2017 and (b) special distributions in the amount of $477,846; (ii) for Mr. Freishtat, (a) tax distributions in the amount of $96,469 in connection with profits interests during 2017 and (b) special distributions in the amount of $723,423; and (iii) for Mr. Morris, (a) tax distributions in the amount of $359,326 in connection with Class A units during 2017, (b) special distributions in the amount of $2,560,148 and (c) fees in the amount of $2,612,382 in connection with finalizing our August 2017 term loan transaction, of which $1,509,575 was paid to an entity controlled by Mr. Morris during 2017 and the remaining $1,102,807 was set aside for subsequent payment; (iv) for Mr. Sheft, (a) tax distributions in the amount of $11,586,976 in connection with Class A units during 2017 and (b) special distributions in the amount of $77,334,313; and (v) for Mr. Taylor, (a) tax distributions in the amount of $4,205,754 in connection with Class B units during 2017 and (b) special distributions in the amount of $28,062,045. See “Dividend Policy" and “Certain Relationships and Related Party Transactions—Other Related Party Transactions.”
	(3)		On April 13, 2015, we awarded Mr. Babbit options to purchase 43,088 Class A units with an exercise price of $56.49 per unit. Those options were subsequently capped at $76.00 per unit, and Mr. Babbit was awarded 43,088 companion profits interests with a threshold price equal to the cap price of $76.00 per unit. Those options and profits interests vest at the rate of 20% per year, with remaining vesting dates of April 13, 2018, April 13, 2019 and April 13, 2020, provided that he remains a director of our Company. As of December 31, 2017, Mr. Babbit held 43,088 options and 43,088 companion profits interests.
	(4)		On January 1, 2014, we awarded Mr. Freishtat options to purchase 43,488 Class A units with an exercise price of $10.81 per unit. Those options were subsequently capped at $76.00 per

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			unit, and Mr. Freishtat was awarded 43,488 companion profits interests with a threshold price equal to the cap price of $76.00 per unit. Those options and profits interest vest at the rate of 20% per year, with a remaining vesting date of January 1, 2019, provided that he remains a director of our Company. As of December 31, 2017, Mr. Freishtat beneficially owned 43,488 options and 43,488 companion profits interests.
	(5)		As of December 31, 2017, Mr. Morris beneficially owned (i) 95,698 Class A units of GS Holdings held by QED Fund II, LP; (ii) warrants held by QED Fund II, LP exercisable for 130,464 Class A units of GS Holdings with an exercise price of $10.81 per unit, and a cap of $114.18 per unit, which vest at the rate of 20% per year, with a remaining vesting date of January 1, 2019, provided that Mr. Morris remains a director of our Company; and (iii) 130,464 profits interests with a threshold value of $114.18. In December 2017, the warrants to purchase 130,464 Class A units were capped at $114.18 per unit and QED Fund II, LP was awarded 130,464 companion profits interests with a threshold price equal to the cap price of $114.18 per unit. The grant date fair value of the warrants that were issued on January 1, 2014 was $250,444. We evaluated the modification of the warrants grant in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, and determined that the fair value of the modified award did not exceed the fair value of the original award on the date of the modification. As such, there were no incremental equity-based payments to recognize in 2017 as a result of this modification.
	(6)		Mr. Taylor resigned from our board of directors in 2018.

Other than as disclosed above, we have not paid our directors any cash or equity compensation. We also reimburse all directors for travel and other necessary business expenses incurred in the performance of director services and extend coverage to them under our directors’ and officers’ indemnity insurance policy.

Following this offering, we intend to implement a compensation program for our directors consisting of cash fees and equity awards. We also intend to enter into indemnification agreements with each director.

Compensation Policies and Practices as They Relate to Risk Management

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as “Rule 10b5-1 plans,” in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from such director or officer. The director or officer may amend a Rule 10b5-1 plan in some circumstances and generally may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our policy on insider trading and communications with the public.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Since January 1, 2015, we have engaged in certain transactions with our directors, executive officers and holders of more than 5% of our voting securities and their affiliates.

The following are summaries of certain provisions of our related party agreements, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore urge you to review the agreements in their entirety.

Reorganization Transactions

Prior to and in connection with the consummation of this offering, we will consummate the Reorganization Transactions pursuant to the agreements filed as exhibits to the registration statement of which this prospectus forms a part. See “Organizational Structure.”

Operating Agreement of GS Holdings

As a result of the Reorganization Transactions, GreenSky, Inc. will hold a significant equity interest in GS Holdings and will be the managing member of GS Holdings. Accordingly, GreenSky, Inc. will operate and control all of the business and affairs of GS Holdings and, through GS Holdings and its operating entity subsidiaries, conduct our business.

Prior to the completion of this offering, the operating agreement of GS Holdings will be amended and restated (referred to as the Holdings LLC Agreement) to, among other things, modify its capital structure by replacing the different classes of membership interests and profits interests with a single new class of membership interests of GS Holdings (referred to as Holdco Units). Each of the Continuing LLC Members and GreenSky, Inc. will enter into the Holdings LLC Agreement.

Under the Holdings LLC Agreement, GreenSky, Inc., as the managing member of GS Holdings, has the right to determine when distributions (other than tax distributions) will be made to holders of Holdco Units in GS Holdings and the amount of any such distributions, subject to limitations imposed by applicable law and contractual restrictions (including pursuant to our Credit Agreement or other debt instruments). If a distribution with respect to Holdco Units is authorized, such distribution will be made to the holders of Holdco Units pro rata based on their holdings of Holdco Units in accordance with their terms. In turn, GS Holdings, which is the managing member of GSLLC, has the right to determine when distributions (other than tax distributions) will be made by GSLLC to GS Holdings and the amount of any such distributions.

Under the terms of the Holdings LLC Agreement, all of the Holdco Units received by the Continuing LLC Members in the Reorganization Transactions (and any Holdco Units received upon exercise of options or warrants) will be subject to restrictions on disposition. Additionally, following the Reorganization Transactions, Holdco Units, options and warrants will be subject to the same vesting and/or forfeiture conditions as the previously held securities in GS Holdings, as applicable.

The holders of Holdco Units in GS Holdings, including GreenSky, Inc., will incur United States federal, state and local income taxes on their respective share of any taxable income of GS Holdings. Net profits and net losses of GS Holdings generally will be allocated to the holders of Holdco Units in GS Holdings (including GreenSky, Inc.) pro rata in accordance with their respective share of the net profits and net losses of GS Holdings. The Holdings LLC Agreement will provide for cash distributions, which we refer to as “tax distributions,” based on certain assumptions, to the holders of Holdco Units in GS Holdings (including GreenSky, Inc.) pro rata based on their Holdco Units in GS Holdings. Generally, these tax distributions to holders of Holdco Units in GS Holdings will be an amount equal to our estimate of the taxable income of GS Holdings, net of taxable losses, allocable per Holdco Unit in GS Holdings multiplied by an assumed tax rate set forth in the Holdings LLC Agreement. Because tax distributions will be determined based on an assumed tax rate, GS Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that GS Holdings would have paid if it were taxed on its net income at the assumed rate. Tax distributions will be made only to the extent all distributions from GS Holdings

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for the relevant year were insufficient to cover such tax liabilities. Any distributions will be subject to available cash and applicable law and contractual restrictions.

Exchange Agreement

In connection with the Reorganization Transactions, the Continuing LLC Members, GS Holdings and GreenSky, Inc. will enter into the Exchange Agreement under which the Continuing LLC Members (or certain permitted transferees thereof), and any other Exchange Agreement parties will have the right, subject to the terms of the Exchange Agreement, to exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends, reclassifications and other similar transactions, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). The Exchange Agreement will provide that as a general matter an Exchange Agreement party will not have the right to exchange Holdco Units if we determine that such exchange would be prohibited by law. We may impose additional restrictions on exchange that we determine to be necessary or advisable so that GS Holdings is not treated as a “publicly traded partnership” for United States federal income tax purposes. As an Exchange Agreement party exchanges Holdco Units for shares of our Class A common stock or cash, at our option, the number of Holdco Units held by GreenSky, Inc. is correspondingly increased as we acquire the exchanged Holdco Units, and a corresponding number of shares of Class B common stock are cancelled. We have reserved for issuance shares of Class A common stock in respect of the aggregate number of shares of Class A common stock that may be issued upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock on a one-for-one basis, or for cash, at our option (such determination to be made by the disinterested members of our board of directors). The cash amount will be based on the market price of the Class A common stock.

An Exchange Agreement party will not be permitted to exchange Holdco Units pursuant to the Exchange Agreement during the 180-day period after the date of this prospectus, unless it has executed a lock-up agreement.

Purchase of Holdco Units and Redemption of Class A Common Stock

At the time of this offering, we intend to use a portion of the net proceeds to us from this offering to (i) purchase an aggregate of Holdco Units (or Holdco Units if the underwriters’ option is exercised in full) from the Exchanging Members, including our Chief Executive Officer and certain of our other officers and directors listed below, for aggregate consideration of approximately $ (or $ if the underwriters’ option is exercised in full), and (ii) redeem an aggregate of shares of our Class A common stock from equity holders of the Former Corporate Investors for aggregate consideration of approximately $ , assuming an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. The table below sets forth the number of Holdco Units to be purchased by us from the Exchanging Members. The per share purchase price for each Holdco Unit surrendered for purchase by an Exchanging Member will be equal to the price per share of our Class A common stock in this offering, less underwriting discounts and commissions. See “Use of Proceeds” and “Principal Stockholders.”

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Name of Beneficial Owner	Number of Holdco Units to be purchased by us from the Exchanging Members	Aggregate purchase price
			$

2018 Omnibus Incentive Compensation Plan

Our 2018 Omnibus Incentive Compensation Plan will become effective once the registration statement of which this prospectus is a part is declared effective. The plan provides for grants of stock options, restricted stock and other equity-based awards. Our directors, officers and other employees and persons who engage in services for us are eligible for grants under the plan. The purpose of the plan is to provide these individuals with incentives to maximize stockholder value and otherwise contribute to our success and to enable us to attract, retain and reward the best available persons for positions of responsibility. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan.”

Registration Rights Agreement

Effective upon consummation of this offering, we will enter into a registration rights agreement whereby, following the expiration of the 180-day lock-up period related to this offering, we may be required to register under the Securities Act the sale of shares of our Class A common stock (i) issuable to certain of the Continuing LLC Members upon exchange of Holdco Units (and automatic cancellation of shares of Class B common stock) and (ii) issued to equity holders of the Former Corporate Investors in connection with the Reorganization Transactions. The registration rights agreement will also require us to make available and keep effective shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, certain of those stockholders will have the ability to exercise certain demand registration rights and/or piggyback registration rights in connection with underwritten registered offerings requested by any of such holders or initiated by us.

Tax Receivable Agreement

The Continuing LLC Members may from time to time (subject to the terms of the Exchange Agreement regarding exchange rights) exchange Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of Class A common stock of GreenSky, Inc. on a one-for-one basis or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). GS Holdings (and each of its subsidiaries classified as a partnership for federal income tax purposes) intends to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), that will be effective for the taxable year in which this offering is completed and each subsequent taxable year in which an exchange of Holdco Units (and cancellation of shares of Class B common stock) for shares of Class A common stock occurs. Our purchase of Holdco Units from the Exchanging Members in connection with this offering, our acquisition of the equity of the Former Corporate Investors, and the exchanges of Holdco Units (and cancellation of shares of Class B common stock) for shares of Class A common stock in the future are expected to result, with respect to GreenSky, Inc., in increases in the tax basis of the assets of GS Holdings that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that GreenSky, Inc. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets to the extent tax basis is allocated to those assets.

We will enter into a Tax Receivable Agreement with the TRA Parties that will provide for the payment from time to time by GreenSky, Inc. to those parties of 85% of the amount of the benefits,

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if any, that GreenSky, Inc. realizes or, under certain circumstances (such as a change of control), is deemed to realize as a result of (i) the aforementioned increases in tax basis, (ii) any incremental tax basis adjustments attributable to payments made pursuant to the Tax Receivable Agreement, (iii) any deemed interest deductions arising from payments made by us under the Tax Receivable Agreement, and (iv) certain tax attributes of the Former Corporate Investors at the time of the Reorganization Transactions. These payment obligations are obligations of GreenSky, Inc. and not of GS Holdings. We expect to benefit from the remaining 15% of the tax benefits, if any, that we may actually realize. For purposes of the Tax Receivable Agreement, subject to certain exceptions noted below, the benefit deemed realized by GreenSky, Inc. generally will be computed by comparing the actual income tax liability of GreenSky, Inc. (calculated with certain assumptions) to the amount of such taxes that GreenSky, Inc. would have been required to pay had there been no increase to the tax basis of the assets of GS Holdings as a result of our purchase of Holdco Units from the Exchanging Members in connection with this offering and the exchanges of Holdco Units and had GreenSky, Inc. not derived any tax benefits in respect of payments made under the Tax Receivable Agreement. The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired, unless we materially breach any of our material obligations under the agreement or elect an early termination of the agreement. Estimating the amount of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including:

	•		the timing of any subsequent exchanges of Holdco Units—for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of GS Holdings at the time of each exchange;
	•		the price of shares of our Class A common stock at or around the time of the exchange—the increase in any tax deductions, as well as the tax basis increase in other assets, of GS Holdings is affected by the price of shares of our Class A common stock at the time of the exchange;
	•		the extent to which such exchanges are taxable—if an exchange is not taxable for any reason, increased deductions will not be available;
	•		the amount and timing of our income—GreenSky, Inc. generally will be required to pay 85% of the deemed benefits as and when deemed realized; and
	•		the allocation of basis increases among the assets of GS Holdings and certain tax elections affecting depreciation.

Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering, our acquisition of the equity of the Former Corporate Investors and future exchanges of Holdco Units (and cancellation of shares of Class B common stock) as described above would aggregate to approximately $ million over 15 years from the date of this offering based on an initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming all future exchanges would occur one year after this offering. Under such scenario, we would be required to pay to the TRA Parties or their permitted assignees approximately 85% of such amount, or approximately $ million, over the 15-year period from the date of this offering.

If GS Holdings does not have taxable income, GreenSky, Inc. generally is not required to make payments under the Tax Receivable Agreement for that taxable year because no benefit actually will have been realized. Nevertheless, any tax benefits that do not result in realized benefits in a given tax year likely will generate tax attributes that may be utilized to generate benefits in previous or future tax years and the utilization of such tax attributes will result in payments under the Tax Receivable Agreement. We expect that the payments that we may make under the Tax Receivable Agreement will be substantial. There may be a material negative effect on our liquidity if, as a result

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of timing discrepancies or otherwise, (a) the payments under the Tax Receivable Agreement exceed the actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement and/or (b) distributions to GreenSky, Inc. by GS Holdings are not sufficient to permit GreenSky, Inc. to make payments under the Tax Receivable Agreement after it has paid its taxes and other obligations. Further, it is possible that there could be tax legislation in later years that would change the relevant tax law, and therefore alter this analysis in material ways. We are not able to predict with certainty the specific effect of such future tax legislation on these estimates. GreenSky, Inc.’s obligations pursuant to the Tax Receivable Agreement will rank pari passu with its other general trade credit obligations. The payments under the Tax Receivable Agreement are not conditioned upon any recipient’s continued ownership of us or GS Holdings, and the right to receive payments can be assigned.

The effects of the Tax Receivable Agreement on our consolidated balance sheet upon each purchase or exchange of Holdco Units generally are as follows:

	•		We will record an increase in deferred tax assets for the estimated income tax effects of the increase in the tax basis of the assets owned by GreenSky, Inc. based on enacted federal, state and local income tax rates at the date of the exchange or purchase. To the extent we estimate that we will not realize the full benefit represented by the deferred tax asset, based on an analysis of expected future earnings, we will reduce the deferred tax asset with a valuation allowance.
	•		We will record an increase in liabilities for 85% of the estimated realizable tax benefit resulting from (i) the increase in the tax basis of the purchased or exchanged interests as noted above and (ii) certain other tax benefits subject to the Tax Receivable Agreement.
	•		We will record an increase to paid-in capital in an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to the TRA Parties under the Tax Receivable Agreement. The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the Tax Receivable Agreement have been estimated. All of the effects of changes in any of our estimates after the date of the exchange or purchase will be included in our net income. Similarly, the effect of subsequent changes in the enacted tax rates will be included in net income.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine in accordance with the Tax Receivable Agreement. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefits that we actually realize in respect of (a) the increases in tax basis resulting from our purchases or exchanges of Holdco Units, (b) any incremental tax basis adjustments attributable to payments made pursuant to the Tax Receivable Agreement, (c) any actual or deemed interest deductions arising from our payments under the Tax Receivable Agreement, and (d) the tax attributes that we receive in connection with the Former Corporate Investors. Decisions made by GreenSky, Inc. in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments that we are required to make under the Tax Receivable Agreement. For example, the earlier disposition of assets following an exchange or acquisition transaction generally will accelerate payments under the Tax Receivable Agreement and increase the present value of such payments, and the disposition of assets before an exchange or acquisition transaction will increase the tax liability without giving rise to any obligations to make payments under the Tax Receivable Agreement. Payments generally are due under the Tax Receivable Agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of plus basis points from the due date (without extensions) of such tax return.

Additionally, the Tax Receivable Agreement will provide that (1) in the event that we materially breach any of our material obligations under the Tax Receivable Agreement, whether as a result of failure to make any payment, failure to honor any other material obligation required thereunder or by operation of law as a result of the rejection of the agreements in a bankruptcy or otherwise, (2) if, at

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any time, we elect an early termination of the agreement or (3) upon certain changes of control of the Company our (or our successor’s) obligations under the agreements (with respect to all Holdco Units, whether or not such units have been exchanged or acquired before or after such transaction) would accelerate and become payable in accordance with the Tax Receivable Agreement. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity. There is no assurance that we will be able to fund or finance our obligations under the Tax Receivable Agreement. Additionally, the obligation to make a lump-sum payment upon a change of control may deter potential acquirors, which could negatively affect our stockholders’ potential returns. If we were to elect to terminate the Tax Receivable Agreement immediately after this offering and the use of proceeds to us therefrom, based on an initial public offering price of $ per share of our Class A common stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $ million in the aggregate under the Tax Receivable Agreement.

Other Related Party Transactions

We lease approximately 71,000 square feet of office space located at 1797 NE Expressway, Atlanta, Georgia from a company owned by David Zalik, our Chief Executive Officer. As of March 31, 2018, the base rental rate is $22.17 per square foot, subject to annual increases of 3% at the beginning of each new lease year. The current lease term is through April 30, 2023. For the three months ended March 31, 2018 and the years ended December 31, 2017, 2016 and 2015, our total rent expenses for such lease were approximately $0.4 million, $1.5 million, $1.1 million and $1.1 million, respectively.

Prior to December 31, 2017, we serviced certain loan receivables that Robert Sheft (a director of our Company) and certain of his affiliates had purchased from certain Bank Partners. The underlying loans generally had consumer credit scores and/or other attributes that did not satisfy the long-term investment criteria of our Bank Partners and were approved in error. For the years ended December 31, 2017, 2016 and 2015, we received aggregate amounts of $132,743, $42,892 and $122,982, respectively, in servicing fees for those loan receivables. The foregoing arrangement was terminated as of June 29, 2017, when Mr. Sheft sold those loan receivables to one of our Bank Partners.

In November 2016, we sold approximately $20 million of loan receivables to Mr. Sheft and his affiliate and an affiliate of David Zalik (our Chief Executive Officer), and entered into a related servicing agreement pursuant to which we receive servicing fees as consideration for servicing those loan receivables. For the three months ended March 31, 2018 and years ended December 31, 2017 and 2016, we received aggregate amounts of $21,771, $26,453 and $4,443, respectively, in servicing fees for those loan receivables. We do not currently anticipate similar transactions in the future.

In 2016, we obtained certain website support and marketing services from affiliates of Joel Babbit, a director of our Company. During the year ended December 31, 2016, we paid $105,700 to MNN Holdings, LLC, an affiliate of Mr. Babbit, for those services. Additionally, during the three months ended March 31, 2018 and the years ended December 31, 2017 and 2016, we paid $31,150, $134,445 and $124,390, respectively, to Babbit Bodner Inc., a public relations firm controlled by Mr. Babbit’s daughter, for public relations services.

On January 1, 2014, we awarded QED Fund II, LP, an affiliate of Nigel Morris, a director of our Company, warrants to purchase 130,464 Class A units at an exercise price of $10.81 per unit. Those warrants vest at the rate of 20% per year with a remaining vesting date of January 1, 2019. In December 2017, those warrants were capped at $114.18 per unit and Mr. Morris was awarded 130,464 companion profits interests with a threshold value of $114.18. Additionally, on October 29, 2015, we awarded QED Fund II, LP, an affiliate of Mr. Morris, warrants to purchase 10,000 Class A units at an exercise price of $0.01 per unit, which warrants have since been exercised. All of such warrants were awarded in exchange for consulting services. In August 2017, Mr. Morris earned fees of approximately $2.6 million in connection with finalizing our August 2017 term loan transaction. These costs were not directly attributable to the term loan and, therefore, were expensed as incurred,

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rather than deferred against the term loan balance. Of that amount, $1,509,575 was paid during 2017, $96,423 was paid during the first three months of 2018, and the remaining $1,006,384 was set aside for subsequent payment, to QED Fund II, LP.

In April 2018, we entered into a client services agreement with LF Search, LLC, pursuant to which we receive certain executive search and recruiting services. To date in 2018, we have paid approximately $58,000 to LF Search, LLC for those services. Nigel Morris, a director of our Company, is the managing partner of QED Venture Build Partners, LLC, which manages QED Venture Build Fund I, LP, the majority unit holder of LF Search, LLC.

In September 2016, we extended a new-hire inducement loan to Chris Forshay, an executive officer of our Company, in the principal amount of $125,000. The loan was non-interest bearing and the outstanding balance was scheduled to be forgiven ratably over 30 months, subject to continued employment with our Company. As of December 31, 2017, the loan had an outstanding principal balance of $60,417. The remaining balance of $47,917 was forgiven in April 2018.

In November 2014, we extended a new-hire inducement loan to Robert Partlow, an executive officer of our Company, in the principal amount of $150,000. The loan was non-interest bearing and the outstanding balance was forgiven in four installments over 24 months, subject to continued employment with our Company. The loan was forgiven in full prior to 2017.

In November 2016, we extended a new-hire inducement loan to Steven Fox, an executive officer of our Company, in the principal amount of $150,000. The loan was non-interest bearing and the outstanding balance was scheduled to be forgiven ratably over 6 quarters, subject to continued employment with our Company. The remaining balance of $25,000 was forgiven in April 2018.

See Note 12 to the Consolidated Financial Statements of GS Holdings included in this prospectus.

Indemnification Agreements

We intend to enter into indemnification agreements with each of our directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Policies and Procedures With Respect to Related Party Transactions

Upon the consummation of this offering, we intend to adopt policies and procedures whereby our audit committee will be responsible for reviewing and approving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. In addition, our code of ethics will require that all of our employees and directors inform our Company of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.

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PRINCIPAL STOCKHOLDERS

The table below sets forth information regarding the beneficial ownership of shares of our Class A common stock and Class B common stock as of March 31, 2018 after giving effect to the Reorganization Transactions for:

	•		each beneficial owner of more than 5% of any class of our voting securities;
	•		each of our named executive officers;
	•		each of our directors; and
	•		all of our executive officers and directors as a group.

The beneficial ownership information is presented on the following bases:

	•		after giving effect to the Reorganization Transactions (as described under “Organizational Structure”), but before this offering;
	•		after giving effect to the Reorganization Transactions described above, plus (i) the sale of shares of Class A common stock by us in this offering and (ii) the related purchase of Holdco Units from the Exchanging Members, and redemption of shares of our Class A common stock from equity holders of the Former Corporate Investors, with a portion of the net proceeds of this offering; and
	•		after giving effect to the issuance and purchases described above, plus (i) the sale of additional shares of Class A common stock by us in connection with the underwriters’ option to purchase additional shares in this offering and (ii) the related purchase of additional Holdco Units (with cancellation of an equal number of shares of Class B common stock) from the Exchanging Members with a portion of the net proceeds of this offering.

Beneficial ownership is determined in accordance with SEC rules. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities or have the right to acquire such voting power or investment power within 60 days. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise indicated, the address for each beneficial owner listed in the table below is c/o GreenSky, Inc., 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342.

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Name of Beneficial Owner

Class A common stock ⁽¹⁾⁽²⁾

Class B common stock ⁽¹⁾⁽²⁾

No. of
Shares
Before
Offering

% of
Combined
Voting
Power
Before
Offering

No. of
Shares
After
Offering

% of
Combined
Voting
Power
After
Offering

% of
Combined
Voting
Power
After
Offering,
Including
Full
Option
Exercise

No. of
Shares
Before
Offering

% of
Combined
Voting
Power
Before
Offering

No. of
Shares
After
Offering

% of
Combined
Voting
Power
After
Offering

% of
Combined
Voting
Power
After
Offering,
Including
Full
Option
Exercise

5% Stockholders:

David Zalik ⁽³⁾

Robert Sheft and Jeffrey Gold ⁽⁴⁾

Pacific Investment Management Company LLC ⁽⁵⁾

TPG Growth II Advisors, Inc. ⁽⁶⁾

TPG Georgia Holdings, L.P. ⁽⁶⁾

Named Executive Officers and Directors (other than those already listed above):

Joel Babbit ⁽⁷⁾

Gerry Benjamin ⁽⁸⁾

Tim Kaliban ⁽⁹⁾

John Flynn ⁽¹⁰⁾

Gregg Freishtat ⁽¹¹⁾

Nigel Morris ⁽¹²⁾

Executive officers and directors as a group (16 persons) ⁽¹³⁾

	*		Represents less than 1%.
	(1)		Our Class A common stock entitles holders thereof to one vote per share, and our Class B common stock initially entitles holders thereof to ten votes per share, voting together as a single class. See “Description of Capital Stock—Common Stock.”
	(2)		Subject to the terms of the Exchange Agreement, Holdco Units are exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustment for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). See “Certain Relationships and Related Party Transactions—Exchange Agreement.” Beneficial ownership of Holdco Units is not reflected in this table; however, information concerning ownership of Holdco Units is included in the footnotes below, where applicable.
	(3)		Following this offering, Mr. Zalik will beneficially own (i) Holdco Units and shares of Class B common stock held by Founders Technology Investors, LLC; and (ii) Holdco Units and shares of Class B common stock held by Financial Technology Investors, LLC. Mr. Zalik is the sole manager of each of Founders Technology Investors, LLC and Financial Technology Investors, LLC.
	(4)		Following this offering, Mr. Sheft will beneficially own Holdco Units and shares of Class B common stock held by GS Investment Holdings, LLC. Mr. Sheft’s wife and brother are the members of RS Management Advisors, LLC, which is the Trustee of the Robert Sheft 2012 Trust and the Robert Sheft Dynasty Trust. Those trusts together own 99%, and Mr. Sheft owns 1%, of GS Investment Holdings, LLC. As such, Mr. Sheft has shared investment power over these shares. Pursuant to an agreement between RS Management Advisors, LLC and Jeffrey Gold, Mr. Gold has the right to vote these shares but otherwise has no economic interest in these shares.

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	(5)		Following this offering, Pacific Investment Management Company LLC will beneficially own (i) Holdco Units and shares of Class B common stock held by TOBI XXXII LLC; (ii) Holdco Units and shares of Class B common stock held by TOBI III SPE IX LLC; and (iii) Holdco Units and shares of Class B common stock held by OC II AIV III LP. The address of the beneficial owner is 650 Newport Center Drive, Newport Beach, CA 92660.
	(6)		Following this offering, TPG Growth II Advisors, Inc. will beneficially own (i) Holdco Units and shares of Class B common stock held by TPG Georgia Holdings, L.P.; and (ii) shares of Class A common stock held by . The general partner of TPG Georgia Holdings, L.P. and the ultimate owner of is TPG Growth II Advisors, Inc. David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. and therefore may be deemed to beneficially own the securities held by TPG Georgia Holdings, L.P. and . Messrs. Bonderman and Coulter disclaim beneficial ownership of the securities held by TPG Georgia Holdings, L.P. and except to the extent of their pecuniary interest therein. The address of the beneficial owner is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
	(7)		Following this offering, Mr. Babbit will beneficially own (i) Holdco Units and shares of Class B common stock; and (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options held by Mr. Babbit with an exercise price of $ per unit.
	(8)		Following this offering, Mr. Benjamin will beneficially own (i) Holdco Units and shares of Class B common stock; and (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options with an exercise price of $ per unit.
	(9)		Following this offering, Mr. Kaliban will beneficially own (i) Holdco Units and shares of Class B common stock; (ii) Holdco Units and shares of Class B common stock held by Kaliban 2014, LLC; and (iii) Holdco Units and shares of Class B common stock issuable upon exercise of options held by Mr. Kaliban with an exercise price of $ per unit. Mr. Kaliban is the sole manager of Kaliban 2014, LLC.
	(10)		John Flynn is a Principal at TPG Capital and has no voting or investment power over, and disclaims beneficial ownership of, the securities held by TPG Georgia Holdings, L.P. The address of Mr. Flynn is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
	(11)		Following this offering, Mr. Freishtat will beneficially own (i) Holdco Units and shares of Class B common stock; and (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options with an exercise price of $ per unit.
	(12)		Following this offering, Mr. Morris will beneficially own (i) Holdco Units and shares of Class B common stock held by QED Fund II, LP; (ii) Holdco Units and shares of Class B common stock issuable upon exercise of warrants held by QED Fund II, LP with an exercise price of $ per unit; and (iii) Holdco Units and shares of Class B common stock issuable upon the exercise of warrants held by QED Fund II, LP with an exercise price of $ per unit. QED Fund II, LP is managed by QED Partners II, LLC, of which Mr. Morris is the managing partner.
	(13)		Includes (i) Holdco Units and shares of Class B common stock; (ii) Holdco Units and shares of Class B common stock issuable upon exercise of options; and (iii) Holdco Units and shares of Class B common stock issuable upon the exercise of warrants.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of certain material terms of our certificate of incorporation and bylaws that will be in effect upon consummation of this offering. This description is only a summary and does not contain all the information that may be important to you. For a complete description, you should refer to our certificate of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part. As used in this “Description of Capital Stock,” the terms “GreenSky, Inc.,” “we,” “our” and “us” refer to GreenSky, Inc., a Delaware corporation, and do not, unless otherwise specified, include the subsidiaries of this Delaware corporation.

Authorized Capitalization

Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, our authorized capital stock will consist of shares of Class A common stock, par value $0.01 per share, of which shares will be issued and outstanding, shares of Class B common stock, par value $0.01 per share, of which shares will be issued and outstanding, and shares of preferred stock, par value $0.01 per share, none of which will be issued and outstanding.

Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

We have two classes of common stock: Class A, which has one vote per share, and Class B, which initially has ten votes per share. The Class A common stock and Class B common stock will generally vote together as a single class on all matters submitted to a vote of stockholders, except as otherwise required by applicable law. The holders of the outstanding shares of Class A common stock and Class B common stock are entitled to vote separately as different classes upon any amendment to our certificate of incorporation that would increase or decrease the par value of the shares of such class or alter or change the powers, preferences or special rights of such class so as to affect them adversely.

Class A Common Stock

Voting Rights

Holders of shares of Class A common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of Class A common stock do not have cumulative voting rights in the election of directors.

Dividend Rights

Subject to the rights of the holders of any preferred stock that may be outstanding and any contractual or statutory restrictions, holders of our Class A common stock are entitled to receive equally and ratably, share for share, dividends as may be declared by our board of directors out of funds legally available to pay dividends. Dividends upon our Class A common stock may be declared by our board of directors at any regular or special meeting, and may be paid in cash, in property, or in shares of capital stock. Before payment of any dividend, there may be set aside out of any of our funds available for dividends, such sums as the board of directors deems proper as reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any of our property, or for any proper purpose, and the board of directors may modify or abolish any such reserve.

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Liquidation Rights

Upon liquidation, dissolution, distribution of assets or other winding up, the holders of Class A common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and the liquidation preference of any outstanding shares of preferred stock.

Other Matters

The shares of Class A common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class A common stock. All outstanding shares of our Class A common stock, including the Class A common stock offered in this offering, are fully paid and non-assessable.

Class B Common Stock

Voting Rights

Holders of shares of Class B common stock are entitled to ten votes per share on all matters submitted to a vote of stockholders. Holders of shares of our Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. The holders of Class B common stock do not have cumulative voting rights in the election of directors.

Our certificate of incorporation will provide that once the collective holdings of the Continuing LLC Members in the aggregate is less than 15% of the combined economic interest in us, each share of Class B common stock will entitle its holder to one vote per share on all matters to be voted upon by stockholders.

No Dividend or Liquidation Rights

Holders of our Class B common stock do not have any right to receive dividends or to receive a distribution upon a liquidation or winding up of GreenSky, Inc.

Exchange for Class A Common Stock

Pursuant to the Exchange Agreement, the Continuing LLC Members, and any other Exchange Agreement parties, may from time to time (subject to the conditions therein), exchange Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Any shares of Class B common stock corresponding to Holdco Units that are exchanged will be cancelled. See “Certain Relationships and Related Party Transactions—Exchange Agreement.”

Other Matters

The shares of Class B common stock have no preemptive or conversion rights and are not subject to further calls or assessment by us. There are no redemption or sinking fund provisions applicable to the Class B common stock. All outstanding shares of our Class B common stock are fully paid and non-assessable.

Following the Reorganization Transactions, Holdco Units (and shares of Class B common stock) will be subject to the same vesting and/or forfeiture conditions as the previously held securities in GS Holdings, as applicable. For example, Holdco Units (and shares of Class B common stock) issued in the Reorganization Transactions to an Original Profits Interests Holder who is an executive officer would be forfeited if such individual is no longer employed by our Company.

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Preferred Stock

Our certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the terms and rights of that series, including:

	•		the designation of the series;
	•		the number of shares of the series which our board of directors may, except where otherwise provided in the preferred stock designation, increase or decrease, but not below the number of shares then outstanding;
	•		whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
	•		the dates at which dividends, if any, will be payable;
	•		the redemption rights and price or prices, if any, for shares of the series;
	•		the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
	•		the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of our Company, or upon any distribution of assets of our Company;
	•		whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other corporation and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
	•		the preferences and special rights, if any, of the series and the qualifications and restrictions, if any, of the series;
	•		the voting rights, if any, of the holders of the series; and
	•		such other rights, powers and preferences with respect to the series as our board of directors may deem advisable.

Authorized but Unissued Capital Stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the NASDAQ, which would apply if and for so long as our Class A common stock is listed on the NASDAQ, require stockholder approval of certain issuances. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions. One of the effects of the existence of unissued and unreserved Class A common stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive the stockholders of opportunities to sell their shares of Class A common stock at prices higher than prevailing market prices.

Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws

Certain provisions of our certificate of incorporation and bylaws, which are summarized in the following paragraphs, may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by stockholders.

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Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for our board of directors to issue preferred stock with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of any attempt to acquire us or otherwise effect a change in control of us. These and other provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

No Cumulative Voting

The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our certificate of incorporation prohibits cumulative voting.

Stockholder Action by Written Consent and Calling of Special Meetings of Stockholders

Our certificate of incorporation will provide that stockholder action can be taken only at an annual or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting. Our certificate of incorporation and bylaws will also provide that, except as otherwise required by law, special meetings of the stockholders can be called only by the Chairman of our board of directors, our Chief Executive Officer or pursuant to a resolution adopted by a majority of the total number of directors that we would have if there were no vacancies. Except as described above, stockholders will not be permitted to call a special meeting or to require the board of directors to call a special meeting.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Our bylaws allow the presiding officer at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed.

These provisions may defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our Company.

Classified Board of Directors

Our certificate of incorporation will provide that our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors.

Removal of Directors; Vacancies

Our certificate of incorporation will provide that directors may be removed from office only for cause and only upon the affirmative vote of at least 66 ² / ₃ % of the voting power of our outstanding shares of common stock entitled to vote in the election of directors. In addition, any newly-created directorship on the board of directors that results from an increase in the number of directors and any vacancy occurring on the board of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Amendment to Certificate of Incorporation and Bylaws

The DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation or bylaws, as the

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case may be, requires a greater percentage. Our bylaws may be amended, altered, changed or repealed by a majority vote of our board of directors. In addition to any other vote otherwise required by law, any amendment, alteration, change, or repeal of our bylaws by our stockholders will require the affirmative vote of at least 66 ² / ₃ % of the voting power of our outstanding shares of common stock, voting as a single class. Additionally, the affirmative vote of at least 66 ² / ₃ % of the voting power of our outstanding shares of common stock, voting as a single class, will be required to amend or repeal certain provisions of our certificate of incorporation or to adopt any provision inconsistent with specified provisions of our certificate of incorporation. This requirement of a supermajority vote to approve amendments to our certificate of incorporation and bylaws could enable a minority of our stockholders to exercise veto power over any such amendments.

Delaware Anti-Takeover Statute

Section 203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an “interested stockholder” and may not engage in certain “business combinations” with the corporation for a period of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless (1) the board of directors approves the acquisition of stock or the merger transaction before the time that the person becomes an interested stockholder, (2) the interested stockholder owns at least 85% of the outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors who are also officers and certain employee stock plans), or (3) the merger transaction is approved by the board of directors and by the affirmative vote at a meeting, not by written consent, of stockholders of two-thirds of the outstanding voting stock which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws not to be governed by this particular Delaware law.

Under our certificate of incorporation, we will opt into Section 203 of the DGCL, and will therefore be subject to Section 203. Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests. Our board of directors also will approve the acquisition, whether as part of the Reorganization Transactions or pursuant to the Exchange Agreement, of Class A common stock and Class B common stock by the Original GS Equity Owners and their affiliates.

Limitations on Liability and Indemnification of Officers and Directors

Our certificate of incorporation and bylaws provide indemnification for our directors and officers to the fullest extent permitted by the DGCL. In addition, as permitted by Delaware law, our certificate of incorporation includes provisions that eliminate the personal liability of our directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to restrict our rights and the rights of stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director, except:

	•		for breach of duty of loyalty;
	•		for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
	•		under Section 174 of the DGCL (unlawful dividends); or
	•		for transactions from which the director derived improper personal benefit.

We are also expressly authorized to, and do, carry directors’ and officers’ insurance providing coverage for our directors, officers and certain employees for some liabilities. We believe that these

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indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We intend to enter into indemnification agreements with each of our directors and officers providing for additional indemnification protection beyond that provided by the directors’ and officers’ liability insurance policy. In the indemnification agreements, we will agree, subject to certain exceptions, to indemnify and hold harmless the director or officer to the maximum extent then authorized or permitted by the provisions of our certificate of incorporation, the DGCL, or by any amendment(s) thereto.

There is currently no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Choice of Forum

Our certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (3) any action asserting a claim against the company or any director or officer of our Company arising pursuant to any provision of the DGCL, our certificate of incorporation or our bylaws or (4) any other action asserting a claim against our Company or any director or officer of our Company that is governed by the internal affairs doctrine. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. The exclusive forum provision does not apply to any actions under United States federal securities laws.

Transfer Agent and Registrar

The transfer agent and registrar for our Class A common stock will be Continental Stock Transfer & Trust Company. The transfer agent’s address is 1 State Street, 30 ^th Floor, New York, New York 10004-1561.

Listing

Prior to this offering, there has been no public market for our Class A common stock. We intend to apply to list our Class A common stock on the NASDAQ under the symbol “GSKY.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. No prediction is made as to the effect, if any, future sales of shares, or the availability for future sales of shares, will have on the market price of our Class A common stock prevailing from time to time. The sale of substantial amounts of our Class A common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of our Class A common stock.

Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, we will have outstanding shares of Class A common stock (or shares of Class A common stock if the underwriters exercise their option to purchase additional shares in full) and shares of Class B common stock. The shares of Class A common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any Class A common stock held by our “affiliates,” as defined in Rule 144, which would be subject to the limitations and restrictions described below.

In addition, pursuant to certain provisions of the Exchange Agreement, the Continuing LLC Members, and any other Exchange Agreement parties, can from time to time, exchange their Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock on a one-for-one basis, subject to customary adjustments for stock splits, stock dividends and reclassifications, or for cash (based upon the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Upon consummation of this offering and after giving effect to the use of proceeds to us therefrom, the Continuing LLC Members will hold Holdco Units (or Holdco Units if the underwriters exercise their option to purchase additional shares in full), all of which will be exchangeable (with automatic cancellation of an equal number of shares of Class B common stock) for shares of our Class A common stock or cash (based on the market price of the shares of Class A common stock), at our option (such determination to be made by the disinterested members of our board of directors). Any shares of Class A common stock we issue upon such exchanges would be “restricted securities,” as defined in Rule 144, unless we register such issuances.

Registration Statement on Form S-8

In addition, shares of our Class A common stock may be granted under our 2018 Omnibus Incentive Compensation Plan (including any LTIP Units, which may be granted thereunder), which amount may be subject to annual adjustment. See “Executive Compensation—Employee Benefit Plans—2018 Omnibus Incentive Compensation Plan.” We intend to file one or more registration statements on Form S-8 under the Securities Act to register (i) Class A common stock issued or reserved for issuance under our 2018 Omnibus Incentive Compensation Plan and (ii) shares of Class A common stock that may be issued upon exchange of Holdco Units (with automatic cancellation of an equal number of shares of Class B common stock), which may be issued upon exercise of options. Any such Form S-8 registration statement will automatically become effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market, subject to any vesting restrictions or the lock-up restrictions and Rule 144 limitations applicable to affiliates described below.

Registration Rights

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open market unless restrictions apply. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Lock-Up of Our Class A Common Stock

We, all of our directors and officers, and substantially all of our equity holders, have agreed with the underwriters, subject to certain exceptions, not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for shares of Class A common stock; (ii) file any registration statement with the SEC relating to the offering of any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock; or (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Class A common stock, whether owned directly by such member (including holding as a custodian) or with respect to which such member has beneficial ownership within the rules and regulations of the SEC, during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. Currently, the underwriters have no current intention to release the aforementioned holders of our Class A common stock from the lock-up restrictions described above.

Our lock-up agreement will provide for certain exceptions. See “Underwriting.”

Rule 144

The shares of Class A common stock to be issued upon exchange of the Holdco Units and other shares of Class A common stock not sold in this offering will be, when issued, “restricted” securities under the meaning of Rule 144, and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an “affiliate” of ours at any time during the three months preceding a sale, and who has held restricted securities (within the meaning of Rule 144) for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those securities, subject only to the availability of current public information about us. As defined in Rule 144, an “affiliate” of an issuer is a person that directly, or indirectly, through one or more intermediaries, controls, or is under common control with the issuer. A non-affiliated person who has held restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those securities without regard to the provisions of Rule 144.

A person (or persons whose securities are aggregated) who is deemed to be an affiliate of ours and who has held restricted securities (within the meaning of Rule 144) for at least six months would be entitled to sell within any three-month period a number of securities that does not exceed the greater of one percent of the then outstanding shares of securities of such class or the average weekly trading volume of securities of such class during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us (which requires that we are current in our periodic reports under the Exchange Act).

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UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of United States federal income tax consequences to non-U.S. holders, as defined below, of the purchase, ownership and disposition of shares of our Class A common stock. This summary applies only to non-U.S. holders of shares of our Class A common stock that purchase the shares in this offering and will hold such shares as capital assets (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code.

For purposes of this discussion, a “non-U.S. holder” is a beneficial owner of shares of our Class A common stock that, for United States federal income tax purposes, is not a partnership and is not any of the following:

	•		an individual who is a citizen or resident of the United States;
	•		a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•		an estate the income of which is subject to United States federal income taxation regardless of its source; or
	•		a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for United States federal income tax purposes.

This summary is based upon provisions of the Internal Revenue Code, U.S. Treasury regulations promulgated under the Internal Revenue Code, rulings and other administrative pronouncements, and judicial decisions, all as in effect on the date hereof. These authorities are subject to different interpretations and may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. No assurance is given that a change in law, possibly with retroactive application, will not significantly alter the tax considerations described in this summary.

This summary does not address all aspects of United States federal income taxation and does not address non-U.S., state, local, alternative minimum, gift and estate, or other tax considerations, including the Medicare tax on certain investment income, that may be relevant to non-U.S. holders in light of their particular circumstances. In addition, this summary does not describe the United States federal income tax consequences applicable to you if you are subject to special treatment under United States federal income tax laws, including, but not limited to:

	•		former citizens or residents of the United States;
	•		financial institutions;
	•		insurance companies;
	•		an entity treated as a partnership or other pass-through entity for United States federal income tax purposes (or a partner in a partnership or a beneficial owner of a pass-through entity that holds our Class A common stock);
	•		a person who acquired shares of our Class A common stock as compensation or otherwise in connection with the performance of services;
	•		brokers, dealers or traders in securities, commodities or currencies;
	•		traders that elect to mark—to—market their securities;
	•		persons who hold our Class A common stock as a position in a “straddle,” “hedge”, “conversion transaction” or other risk reduction transaction;
	•		regulated investment companies or real estate investment trusts;
	•		controlled foreign corporations or passive foreign investment companies; and
	•		tax-exempt organizations.

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We have not sought and do not plan to seek any rulings from the IRS regarding the statements made and the conclusions reached in this summary. There is no assurance that the IRS or a court will not successfully assert positions concerning the tax consequences of the ownership or disposition of shares of our Class A common stock that differ from those discussed in this summary.

This summary is for general information only and is not intended to constitute a complete description of all United States federal income tax consequences for non-U.S. holders relating to the purchase, ownership and disposition of shares of our Class A common stock. If you are considering the purchase of shares of our Class A common stock, you should consult your tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of shares of our Class A common stock, as well as the consequences to you arising under U.S. tax laws other than the federal income tax law discussed in this summary or under the laws of any other applicable taxing jurisdiction in light of your particular circumstances.

Dividends

As discussed under the section entitled “Dividend Policy” above, we do not currently anticipate paying cash dividends. In the event that we do make distributions of cash or property (other than certain stock distributions) with respect to our Class A common stock (or that we engage in certain redemptions that are treated as distributions with respect to Class A common stock), any such distributions generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent any such distributions exceed both our current and our accumulated earnings and profits, such excess amount will be allocated ratably among each share of common stock with respect to which the distribution is paid and will first be treated as a tax-free return of capital reducing your adjusted tax basis in our Class A common stock, but not below zero, and thereafter will be treated as gain from the sale or other taxable disposition of such stock, the treatment of which is discussed under “—Gain on Disposition of Shares of Class A Common Stock.” Your adjusted tax basis in a share of our Class A common stock generally is equal to your purchase price for such share, reduced by the amount of any such prior tax-free returns of capital (but not below zero).

Dividends paid to a non-U.S. holder generally will be subject to a U.S. withholding tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. A non-U.S. holder of shares of our Class A common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends generally will be required (a) to properly complete IRS Form W-8BEN or W-8BEN-E (or other applicable form) and certify under penalty of perjury that such holder is not a U.S. person as defined under the Internal Revenue Code and is eligible for treaty benefits, or (b) if such holder’s shares of our Class A common stock are held through certain foreign intermediaries or foreign partnerships, satisfy the relevant certification requirements of applicable U.S. Treasury regulations. This certification must be provided to us or our paying agent prior to the payment to a non-U.S. holder of any dividends and must be updated periodically, including upon a change in circumstances that makes any information on such certificate incorrect.

Dividends paid to a non-U.S. holder that are effectively connected with the conduct of a trade or business within the United States by such non-U.S. holder (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment) generally will not be subject to the aforementioned withholding tax, provided certain certification and disclosure requirements are satisfied (including providing a properly completed IRS Form W-8ECI or other applicable IRS Form W-8). Instead, such dividends generally will be subject to United States federal income tax on a net income basis at applicable graduated individual or corporate rates in generally the same manner as if the non-U.S. holder were a U.S. person as defined under the Internal Revenue Code, unless an applicable income tax treaty provides otherwise. A non-U.S. holder that is treated as a corporation for United States federal income tax purposes may be subject to an additional

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“branch profits tax” at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) on earnings and profits attributable to dividends that are effectively connected with its conduct of a U.S. trade or business (and, if an income tax treaty applies, are attributable to its U.S. permanent establishment), subject to adjustments.

A non-U.S. holder of shares of our Class A common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

A non-U.S. holder (including for this purpose, a partnership) that is not an individual may be subject to a 30% withholding under the Foreign Account Tax Compliance Act (the “FATCA”) even if it is eligible to claim the benefits of a tax treaty if certain information reporting rules are not complied with, as discussed below under “—Foreign Account Tax Compliance Act.”

Gain on Disposition of Shares of Class A Common Stock

Subject to the discussion below of backup withholding tax and FATCA, any gain realized by a non-U.S. holder on the sale or other disposition of shares of our Class A common stock generally will not be subject to United States federal income tax unless:

	•		the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment);
	•		the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of such sale or other disposition, and certain other conditions are met; or
	•		we are or have been a U.S. real property holding corporation for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the period that the non-U.S. holder held shares of our common stock, and certain other conditions are met.

In the case of a non-U.S. holder described in the first bullet point above, any net gain derived from the disposition generally will be subject to United States federal income tax under graduated United States federal income tax rates on a net income basis in generally the same manner as if the non-U.S. holder were a U.S. person as defined under the Internal Revenue Code, unless an applicable income tax treaty provides otherwise. Additionally, a non-U.S. holder that is a corporation may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits attributable to such gain (or, if an income tax treaty applies, at such lower rate as may be specified by the treaty on its gains attributable to its U.S. permanent establishment), subject to adjustments. Except as otherwise provided by an applicable income tax treaty, an individual non-U.S. holder described in the second bullet point above will be subject to a 30% tax on any gain derived from the disposition, which may be offset by certain U.S. source capital losses, provided that the non-U.S. holder has timely filed United States federal income tax returns with respect to such losses, even though the individual is not considered a resident of the United States under the Internal Revenue Code. With respect to the third bullet point above, we believe we are not and, although no assurance is given, do not anticipate becoming a U.S. real property holding corporation for United States federal income tax purposes. If we are, or become, a U.S. real property holding corporation, then, as long as our Class A common stock is regularly traded on an established securities market, a non-U.S. holder will generally not be subject to United States federal income tax on the disposition of our common stock so long as the non-U.S. holder has not held more than 5% (actually or constructively) of our total outstanding common stock at any time during the shorter of the five-year period preceding the date of such disposition or such non-U.S. holder’s holding period. You should consult your own tax advisor about the consequences that could result if we are, or become, a U.S. real property holding corporation.

Information Reporting and Backup Withholding

Any dividends paid to a non-U.S. holder must be reported annually to the IRS and to the non-U.S. holder. Copies of these information returns may be made available to the tax authorities in the

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country in which the non-U.S. holder resides or is established. Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E (or other applicable or successor form).

Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A common stock effected outside the United States by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the non-U.S. holder is not a United States person and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A common stock effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the United States income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

Legislation and administrative guidance, commonly known as “FATCA,” generally imposes a withholding tax of 30% on any dividends on our Class A common stock paid to certain “foreign financial institutions,” as specifically defined under such rules (and including where such entity is acting as an intermediary), and generally including a non-U.S. investment vehicle, unless such institution enters into an agreement with the United States government to, among other things, collect and provide to the United States tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or another exception applies. Absent any applicable exception, FATCA generally will also impose a withholding tax of 30% on any dividends on our Class A common stock paid to a foreign entity that is not a foreign financial institution unless such entity provides the withholding agent with either a certification that such entity does not have any substantial U.S. owners or a certification identifying the substantial U.S. owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity, and meets certain other specified requirements. Finally, beginning on January 1, 2019, withholding of 30% generally will also apply to the gross proceeds of a disposition of our Class A common stock paid to a foreign financial institution or to a non-financial foreign entity unless the reporting and certification requirements described above have been met or another exception applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a non-U.S. holder of our Class A common stock may be eligible for refunds or credits of such taxes, and a non-U.S. holder might be required to file a United States federal income tax return to claim such refunds or credits. Investors are encouraged to consult with their tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

THE SUMMARY OF UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS ABOVE IS INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY. POTENTIAL PURCHASERS OF OUR CLASS A COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE UNITED STATES FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX AND TAX TREATY CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK.

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UNDERWRITING

We and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are the representatives of the underwriters.


Underwriters		Number of shares
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
SunTrust Robinson Humphrey, Inc.
Raymond James & Associates, Inc.
Sandler O’Neill & Partners, L.P.
Fifth Third Securities, Inc.
Guggenheim Securities, LLC
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional shares from us to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days following the date of the underwriting agreement. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by us. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by the Company

No
Exercise

Full
Exercise

Per Share

Total

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance of the shares and subject to the underwriters’ right to withdraw, cancel or modify offers to the public and to reject any order in whole or in part.

We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $ . We have agreed to reimburse the underwriters for the fees and expenses of their legal counsel in an amount not to exceed $ related to the clearance of this offering with the Financial Industry Regulatory Authority, Inc.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

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Prior to the offering, there has been no public market for the Class A common stock. The initial public offering price has been negotiated by us and the representatives. Among the factors to be considered in determining the initial public offering price of the Class A common stock, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management, and the consideration of the above factors in relation to market valuation of companies in related businesses.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply to list our Class A common stock on the NASDAQ under the trading symbol “GSKY.”

We, each of our officers and directors and substantially all of our equity holders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The underwriters have advised us that they, pursuant to Regulation M under the Exchange Act, may engage in short sale transactions, stabilizing transactions, syndicate covering transactions, the imposition of penalty bids or passive market making in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the Class A common stock at a level above that which might otherwise prevail in the open market. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions. In passive market making, market makers in the Class A common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchases of our Class A common stock until the time, if any, at which a stabilizing bid is made.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s stock, and, together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on NASDAQ, in the over-the-counter market or otherwise.

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We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with those derivatives, the third parties may sell securities covered by this prospectus, including in short sale transactions. If so, the third party may use securities pledged by our Company or borrowed from our Company or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from our Company in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter or will be identified in a post-effective amendment.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. Certain of the underwriters or their respective affiliates are lenders under our term loan and revolving loan facility. Additionally, affiliates of Fifth Third Securities, Inc. and SunTrust Robinson Humphrey, Inc. are our Bank Partners and originate the loans made under the GreenSky program.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

We have retained FTP Securities LLC (“FT Partners”), a FINRA member, to provide certain financial advisory services in connection with this offering. FT Partners is not engaged in, nor affiliated with any entity that is engaged in, the solicitation or distribution of the offering and is an independent financial advisor for purposes of FINRA Rule 5110.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of our shares of Class A common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our Class A common stock may be made at any time under the following exemptions under the Prospectus Directive:

	•		To any legal entity which is a qualified investor as defined in the Prospectus Directive;
	•		To fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or
	•		In any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer of shares of our Class A common stock shall result in a requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to our Class A common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares to be offered so as to enable an investor to decide to purchase shares of our Class A common stock, as the same may be varied in that Relevant Member State by any measure implementing the

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Prospectus Directive in that Relevant Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU7) and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or relay on this prospectus or any of its contents.

Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

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Dubai International Financial Centre (“DIFC”)

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (“DFSA”). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Australia

This document:

	•		does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);
	•		has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;
	•		does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and
	•		may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the

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shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as

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defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Bermuda

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority (“CMA”) pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the “CMA Regulations”). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of us. The shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands), “BVI Companies”), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

This prospectus has not been, and will not be, registered with the Financial Services Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the shares for the purposes of the Securities and Investment Business Act, 2010 (“SIBA”) or the Public Issuers Code of the British Virgin Islands.

China

This document does not constitute a public offer of shares, whether by sale or subscription, in the People’s Republic of China (the “PRC”). The shares are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the shares or any beneficial interest therein without obtaining all prior PRC’s governmental approvals

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that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the “FSCMA”), and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the “FETL”). Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia (“Commission”) for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services Licence; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has

173

been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

South Africa

Due to restrictions under the securities laws of South Africa, the shares are not offered, and the offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:

the offer, transfer, sale, renunciation or delivery is to:

	(a)		persons whose ordinary business is to deal in securities, as principal or agent;
	(b)		the South African Public Investment Corporation;
	(c)		persons or entities regulated by the Reserve Bank of South Africa;
	(d)		authorised financial service providers under South African law;
	(e)		financial institutions recognised as such under South African law;
	(f)		a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund or collective investment scheme (in each case duly registered as such under South African law); or
	(g)		any combination of the person in (a) to (f); or

the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000.

No “offer to the public” (as such term is defined in the South African Companies Act, No. 71 of 2008 (as amended or re-enacted) (the “South African Companies Act”)) in South Africa is being made in connection with the issue of the shares. Accordingly, this document does not, nor is it intended to, constitute a “registered prospectus” (as that term is defined in the South African Companies Act) prepared and registered under the South African Companies Act and has not been approved by, and/or filed with, the South African Companies and Intellectual Property Commission or any other regulatory authority in South Africa. Any issue or offering of the shares in South Africa constitutes an offer of the shares in South Africa for subscription or sale in South Africa only to persons who fall within the exemption from “offers to the public” set out in section 96(1)(a) of the South African Companies Act. Accordingly, this document must not be acted on or relied on by persons in South Africa who do not fall within section 96(1)(a) of the South African Companies Act (such persons being referred to as “SA Relevant Persons”). Any investment or investment activity to which this document relates is available in South Africa only to SA Relevant Persons and will be engaged in South Africa only with SA relevant persons.

174

LEGAL MATTERS

Certain legal matters in connection with this offering, including the validity of the shares of Class A common stock offered hereby, will be passed upon for us by Troutman Sanders LLP. The underwriters are represented by Skadden, Arps, Slate, Meagher & Flom LLP.

EXPERTS

The balance sheet of GreenSky, Inc. as of December 31, 2017 included in this prospectus has been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of GreenSky Holdings, LLC and its consolidated subsidiaries as of December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Class A common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and our Class A common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon consummation of this offering, we will be required to file periodic reports, proxy statements and other information with the SEC pursuant to the Exchange Act. You may read and copy this information at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is www.sec.gov.

175

INDEX TO FINANCIAL STATEMENTS


	Page
Audited Financial Statement of GreenSky, Inc.
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2017 and March 31, 2018 (unaudited)		F-3
Notes to Balance Sheets		F-4
Audited Consolidated Financial Statements of GreenSky Holdings, LLC (“GS Holdings”)
Report of Independent Registered Public Accounting Firm		F-5
Consolidated Balance Sheets at December 31, 2017 and 2016 and March 31, 2018 (unaudited)		F-6
Consolidated Statements of Operations for the years ended December 31, 2017, 2016 and 2015 and the three months ended March 31, 2018 and 2017 (unaudited)		F-7
Consolidated Statements of Changes in Equity for the years ended December 31, 2017, 2016 and 2015 and the three months ended March 31, 2018 (unaudited)		F-8
Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015 and the three months ended March 31, 2018 and 2017 (unaudited)		F-9
Notes to Consolidated Financial Statements		F-10

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and shareholder:

Opinion on the Financial Statement—Balance Sheet

We have audited the accompanying balance sheet of GreenSky, Inc. as of December 31, 2017, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA
March 27, 2018

We have served as the Company’s auditor since 2017.

F-2

GreenSky, Inc.
BALANCE SHEETS


	December 31, 2017			March 31, 2018
				(unaudited)
Assets
Cash		$	10		$	10

Total assets		$	10		$	10

Commitments and Contingencies (Note 4)
Stockholders’ Equity
Common stock, $0.01 par value per share, 100 shares authorized, 100 shares issued and outstanding at December 31, 2017 and March 31, 2018 (unaudited)		$	1		$	1
Additional paid-in capital			9			9

Total stockholders’ equity		$	10		$	10

See accompanying Notes to Financial Statements.

F-3

GreenSky, Inc.
NOTES TO BALANCE SHEETS
Information as of March 31, 2018 is unaudited

1. Organization

GreenSky, Inc. (the “Company”) was incorporated in Delaware on July 12, 2017 and was a wholly owned subsidiary of GreenSky, LLC (“GSLLC”) as of December 31, 2017 and March 31, 2018 (unaudited). Pursuant to a reorganization into a holding company structure, the Company will be a holding company and its sole material asset will be a controlling equity interest in GreenSky Holdings, LLC (“GS Holdings”), which holds all of the equity interest in GSLLC. As the managing member of GS Holdings, the Company will operate and control all of the business and affairs of GS Holdings, and through GS Holdings and its subsidiaries, conduct its business.

2. Summary of Significant Accounting Policies

Basis of Presentation

The balance sheets were prepared in conformity with U.S. generally accepted accounting principles. Separate statements of operations, changes in stockholders’ equity and cash flows have not been presented because the Company has not engaged in any business or other activities except in connection with its formation and initial capitalization.

3. Stockholders’ Equity

The Company is authorized to issue 100 shares of common stock, par value $0.01 per share, all of which were issued and outstanding as of December 31, 2017 and March 31, 2018 (unaudited).

On July 20, 2017, the Company issued 100 shares of common stock to GSLLC for $10.00, of which $9.00 was recorded as additional paid-in capital.

4. Commitments and Contingencies

We did not have any commitments or contingencies as of December 31, 2017 and March 31, 2018 (unaudited).

5. Subsequent Events

The Company performed an evaluation of subsequent events through March 27, 2018, which is the date the balance sheet was issued.

Unaudited

The Company performed an evaluation of subsequent events through May 4, 2018, which is the date the unaudited interim financial statements were issued.

F-4

Report of Independent Registered Public Accounting Firm

To the Board of Managers
of GreenSky Holdings, LLC and unitholders:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of GreenSky Holdings, LLC and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, changes in equity and cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA
March 27, 2018

We have served as the Company’s auditor since 2014.

F-5

GreenSky Holdings, LLC
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)


	December 31,								March 31, 2018
	2017				2016
									(unaudited)
Assets
Cash		$	224,614			$	185,243			$	277,501
Restricted cash			129,224				42,871				141,677
Loan receivables held for sale, net			73,606				41,268				67,291
Accounts receivable, net			18,358				16,762				17,367
Related party receivables			218				1,435				457
Property, equipment and software, net			7,848				7,018				7,670
Other assets			9,021				7,608				9,363

Total assets		$	462,889			$	302,205			$	521,326

Liabilities, Temporary and Permanent Equity (Deficit)
Liabilities
Accounts payable		$	6,845			$	2,680			$	11,899
Accrued compensation and benefits			7,677				5,915				3,372
Other accrued expenses			1,606				3,238				940
Finance charge reversal liability			94,148				68,064				100,913
Term loan			338,263				—				388,555
Related party liabilities			1,548				1,054				1,472
Other liabilities			38,841				9,044				38,699

Total liabilities			488,928				89,995				545,850

Commitments, Contingencies and Guarantees (Note 11)
Temporary Equity (Note 14)
Redeemable Class B preferred units, no par value, 3,032,635 units issued and outstanding at December 31, 2017 and 2016 and March 31, 2018 (unaudited)
Class B preference outstanding of $215.8 million at December 31, 2017 and March 31, 2018 (unaudited) and $300.0 million at December 31, 2016
Redeemable Class C preferred units, no par value, 1,262,749 units issued and outstanding at December 31, 2017 and March 31, 2018 (unaudited) and 252,550 units at December 31, 2016
Class C preference outstanding of $234.4 million at December 31, 2017 and March 31, 2018 (unaudited) and $50.0 million at December 31, 2016
Redeemable preferred units			430,348				335,720				430,348
Permanent Equity (Deficit)
Class A units, no par value, 13,339,345 units issued and outstanding at December 31, 2017 and March 31, 2018 (unaudited) and 13,329,965 units at December 31, 2016
Paid-in capital			(554,906	)			(283,529	)			(553,901	)
Retained earnings			98,519				160,019				99,029

Total permanent equity (deficit)			(456,387	)			(123,510	)			(454,872	)

Total liabilities, temporary and permanent equity (deficit)		$	462,889			$	302,205			$	521,326

See accompanying Notes to Consolidated Financial Statements.

F-6

GreenSky Holdings, LLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per unit data)


	Year ended December 31,												Three months ended March 31,
	2017				2016				2015				2018				2017
													(unaudited)				(unaudited)
Revenue
Transaction fees		$	278,958			$	228,446			$	152,678			$	70,940			$	54,921
Servicing and other			46,929				35,419				20,779				14,386				10,416

Total revenue			325,887				263,865				173,457				85,326				65,337
Costs and expenses
Cost of revenue (exclusive of depreciation and amortization shown separately below)			89,708				79,145				36,506				36,130				23,299
Compensation and benefits			54,650				39,836				27,738				16,343				12,430
Sales and marketing			2,198				1,085				861				828				233
Property, office and technology			10,062				8,000				4,283				2,722				2,526
Depreciation and amortization			3,983				3,708				2,356				970				966
General and administrative			14,876				10,602				7,071				4,173				3,780
Related party expenses			4,811				1,678				1,536				583				511

Total costs and expenses			180,288				144,054				80,351				61,749				43,745

Operating profit			145,599				119,811				93,106				23,577				21,592
Other income/(expense), net
Interest income			5,180				7,302				1,912				1,320				936
Interest expense			(7,536	)			—				—				(5,591	)			(64	)
Other gains/(losses)			(4,575	)			(2,649	)			(1,199	)			(702	)			(453	)

Total other income/(expense), net			(6,931	)			4,653				713				(4,973	)			419

Net income		$	138,668			$	124,464			$	93,819			$	18,604			$	22,011

Net income attributable to participating interests			35,449				25,233				17,594				5,571				4,979

Net income attributable to Class A unit holders		$	103,219			$	99,231			$	76,225			$	13,033			$	17,032

Earnings per unit attributable to Class A unit holders:
Basic		$	7.74			$	7.44			$	5.72			$	0.98			$	1.28

Diluted		$	7.49			$	7.19			$	5.54			$	0.95			$	1.21

Pro forma net income attributable to Class A unit holders (unaudited):
Net income attributable to Class A unit holders		$	103,219			$	99,231			$	76,225			$	13,033			$	17,032
Pro forma income tax expense attributable to Class A unit holders			39,643				38,347				28,327				2,915				6,651

Pro forma net income attributable to Class A unit holders		$	63,576			$	60,884			$	47,898			$	10,118			$	10,381

Pro forma earnings per unit attributable to Class A unit holders (unaudited):
Basic		$	4.77			$	4.57			$	3.59			$	0.76			$	0.78

Diluted		$	4.62			$	4.41			$	3.48			$	0.74			$	0.74

See accompanying Notes to Consolidated Financial Statements.

F-7

GreenSky Holdings, LLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Dollars in thousands)


	Permanent Equity Units			Paid-in Capital				Retained Earnings				Total Permanent Equity (Deficit)				Temporary Equity
	Class A
Balance at December 31, 2014		13,330,958			$	(285,386	)		$	26,074			$	(259,312	)		$	287,566
Net income		—				—				93,819				93,819				—
Issuances		105,263				10,000				—				10,000				—
Redemptions		(118,546	)			(11,050	)			—				(11,050	)			—
Distributions		—				—				(37,433	)			(37,433	)			—
Unit Option exercises		14,918				64				—				64				—
Share-based compensation		—				999				—				999				—
Equity-based payments to non-employees		—				95				—				95				—

Balance at December 31, 2015		13,332,593			$	(285,278	)		$	82,460			$	(202,818	)		$	287,566

Net income		—				—				124,464				124,464				—
Issuances		—				—				—				—				48,154
Redemptions		(7,628	)			(539	)			—				(539	)			—
Distributions		—				—				(46,905	)			(46,905	)			—
Unit Option exercises		5,000				—				—				—				—
Share-based compensation		—				1,897				—				1,897				—
Equity-based payments to non-employees		—				391				—				391				—

Balance at December 31, 2016		13,329,965			$	(283,529	)		$	160,019			$	(123,510	)			335,720

Net income		—				—				138,668				138,668				—
Issuances		—				—				—				—				194,387
Redemptions		(20,820	)			(447	)			—				(447	)			—
Distributions		—				(275,197	)			(200,168	)			(475,365	)			(99,759	)
Unit Option and warrant exercises		30,200				15				—				15				—
Share-based compensation		—				3,951				—				3,951				—
Equity-based payments to non-employees		—				301				—				301				—

Balance at December 31, 2017		13,339,345			$	(554,906	)		$	98,519			$	(456,387	)		$	430,348

Net income (unaudited)		—				—				18,604				18,604				—
Distributions (unaudited)		—				—				(18,094	)			(18,094	)			—
Share-based compensation (unaudited)		—				1,001				—				1,001				—
Equity-based payments to non-employees (unaudited)		—				4				—				4				—

Balance at March 31, 2018 (unaudited)		13,339,345			$	(553,901	)		$	99,029			$	(454,872	)		$	430,348

See accompanying Notes to Consolidated Financial Statements.

F-8

GreenSky Holdings, LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)


	Year ended December 31,												Three months ended March 31,
	2017				2016				2015				2018				2017
													(unaudited)				(unaudited)
Cash flows from operating activities
Net income		$	138,668			$	124,464			$	93,819			$	18,604			$	22,011
Adjustments to reconcile net income to net cash provided by/(used in) operating activities
Depreciation and amortization			3,983				3,708				2,356				970				966
Provision for bad debt expense			817				322				61				998				123
Share-based compensation expense			3,951				1,897				999				1,001				595
Equity-based payments to non-employees			301				391				95				4				99
Impairment losses			78				107				115				—				—
Losses on abandonment			—				44				94				—				—
Non-cash rent expense			(308	)			(278	)			—				(94	)			(90	)
Amortization of debt related costs			687				—				—				417				30
Loss on extinguishment of debt			254				—				—				—				—
Fair value change in assets and liabilities			2,071				—				—				116				—
Original issuance discount on term loan payment			(9	)			—				—				—				—
Other losses			—				36				—				—				—
Changes in assets and liabilities:
(Increase)/decrease in loan receivables held for sale			(32,338	)			(39,425	)			3,394				6,094				(45,374	)
(Increase)/decrease in accounts receivable			(2,412	)			(4,100	)			(1,597	)			214				603
(Increase)/decrease in related party receivables			1,217				(1,360	)			75				60				14
(Increase)/decrease in deposits			—				5,837				(1,073	)			—				—
(Increase)/decrease in other assets			(823	)			1,266				(5,609	)			(177	)			1,017
Increase/(decrease) in accounts payable			3,222				440				(687	)			5,005				9,337
Increase/(decrease) in finance charge reversal liability			26,084				18,605				21,553				6,765				5,117
Increase/(decrease) in related party liabilities			494				1,035				(89	)			(76	)			2,370
Increase/(decrease) in other liabilities			14,457				8,954				4,667				(4,353	)			(5,479	)

Net cash provided by operating activities			160,394				121,943				118,173				35,548				(8,661	)

Cash flows from investing activities
Purchases of property, equipment and software			(4,135	)			(4,666	)			(3,251	)			(792	)			(1,111	)

Net cash used in investing activities			(4,135	)			(4,666	)			(3,251	)			(792	)			(1,111	)

Cash flows from financing activities
Issuances of units			200,000				50,000				10,000				—				—
Redemptions of units			(447	)			(539	)			(10,970	)			—				—
Proceeds from term loan			346,500				—				—				399,000				—
Repayments of term loan			(866	)			—				—				(349,125	)			—
Distributions to unit holders			(561,935	)			(46,905	)			(39,485	)			(19,259	)			(23,047	)
Unit Option and warrant exercises			15				—				64				—				—
Payment of equity transaction expenses			(5,500	)			(1,831	)			(96	)			(32	)			—
Payment of debt issuance costs			(8,302	)			—				—				—				(361	)

Net cash provided by/(used in) financing activities			(30,535	)			725				(40,487	)			30,584				(23,408	)

Net increase in cash and restricted cash			125,724				118,002				74,435				65,340				(33,180	)
Cash and restricted cash at beginning of period			228,114				110,112				35,677				353,838				228,114

Cash and restricted cash at end of period		$	353,838			$	228,114			$	110,112			$	419,178			$	194,934

Supplemental cash flow information
Interest paid		$	6,475			$	—			$	—			$	4,927			$	—
Income taxes paid			254				306				88				41				46
Supplemental non-cash investing and financing activities
Equity transaction costs accrued but not paid		$	114			$	15			$	—			$	82			$	—
Property, equipment and software acquired but not paid			756				—				1,298				—				—
Distributions accrued but not paid			13,189				—				—				12,024				—

See accompanying Notes to Consolidated Financial Statements.

F-9

GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Information as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 is unaudited
(Dollars in thousands, except per unit data, unless otherwise stated)

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

GreenSky Holdings, LLC (“GS Holdings”) is a limited liability company that was organized in Georgia in August 2017 as the holding company of GreenSky, LLC (“GSLLC”), the operating company. As further explained in Note 9 and Note 14 to the consolidated financial statements, effective August 24, 2017 following the formation of GS Holdings, the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. As a result, GSLLC became a wholly owned subsidiary of GS Holdings. The transaction was accounted for as a common control transaction in accordance with ASC 805, Business Combinations . As such, GS Holdings accounted for the equity at its carrying amount on the date of transfer. No gain or loss was recorded in the consolidated financial statements.

As the common control transaction resulted in a change in the reporting entity and the entities were always under common control, the consolidated financial statements as of and for the year ended December 31, 2017 were presented, and the comparative consolidated financial statements were retrospectively adjusted, as if the transaction had occurred as of the earliest period presented. As GS Holdings had no operations prior to the equity exchange, the comparative consolidated financial statements reflect the same basis as consolidated GSLLC, while the current period consolidated financial statements reflect the combined activities of GSLLC and GS Holdings as if they operated as one entity since the inception of common control.

GSLLC is a limited liability company that was organized in Georgia in 2006 and was formerly known as GreenSky Trade Credit, LLC until December 2015. Unless the context requires otherwise, references to “we,” “us,” “our,” “the Company” or “GreenSky” mean consolidated GS Holdings and its subsidiaries, including GSLLC. Through our wholly owned subsidiaries, we design and manage credit programs for wholesalers, retailers and banks, earning a transaction fee from merchants for each loan a bank partner or other financial entity (collectively, “Bank Partner”) originates and a servicing fee from the Bank Partner for servicing the loan. We assist with origination activities and service consumer loan portfolios for Bank Partners by delivering end-to-end solutions for marketing, origination, credit underwriting, credit processing, payment processing, statement production, customer service, collections and fraud management.

Members of the Company are not liable for the liabilities, debts or obligations of the Company. Members are indemnified by the Company against any losses, judgments, liabilities or expenses arising out of any action or course of conduct of such members in their capacity as members.

Summary of Significant Accounting Policies

Basis of Presentation and Use of Estimates

The consolidated financial statements were prepared in conformity with United States generally accepted accounting principles (“GAAP”). The preparation of our financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting period and the related disclosures in the accompanying notes. Such estimates and assumptions include, but are not limited to, those that relate to fair value measurements and share-based compensation. In developing estimates and assumptions, management uses all available information; however, actual results could materially differ because of uncertainties associated with estimating the amounts, timing and likelihood of possible outcomes.

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GreenSky Holdings, LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Information as of March 31, 2018 and for the three months ended March 31, 2018 and 2017 is unaudited
(Dollars in thousands, except per unit data, unless otherwise stated)

All intercompany balances and transactions are eliminated upon consolidation.

Cash and Restricted Cash

Cash includes non-interest and interest-bearing demand deposits with various financial institutions. At times, cash balances may exceed federally insured amounts and potentially subject the Company to a concentration of credit risk. The Company believes that no significant concentration of credit risk exists with respect to these cash balances based on its assessment of the creditworthiness and financial viability of these financial institutions.

Restricted cash primarily consists of interest-bearing escrow accounts with our Bank Partners that are required under the terms of the contracts with our Bank Partners. Restricted cash is typically comprised of three components: (i) amounts we have escrowed with Bank Partners as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses; (ii) additional amounts we maintain for certain Bank Partners related to our FCR liability; and (iii) certain custodial in-transit loan funding and consumer borrower payments that we are restricted from using for our operations. As it relates to our restricted cash escrowed with Bank Partners, we record a liability for the amount of restricted cash we expect to be payable to our Bank Partners, which is accounted for as a financial guarantee. Refer to Note 11 for additional information.

For certain Bank Partners, we maintain an additional restricted cash balance based on a contractual percentage of the total interest billed on outstanding deferred interest loans that are within the promotional period less previous finance charge reversals (“FCR”) on such outstanding loans. Restricted cash also includes certain custodial in-transit loan funding and customer payments. We are restricted in our ability to use these custodial funds for our operations. These custodial balances are not considered in our evaluation of restricted cash usage.

The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets to the total included within the Consolidated Statements of Cash Flows as of the periods indicated.


	December 31,						March 31, 2018
	2017			2016
							(unaudited)
Cash		$	224,614		$	185,243		$	277,501
Restricted cash			129,224			42,871			141,677

Cash and restricted cash in Consolidated Statements of Cash Flows		$	353,838		$	228,114		$	419,178

Loan Receivables Held For Sale

Loan receivables held for sale represent a 100% participating interest in the loan products that our Bank Partners originate and the Company subsequently purchases the receivable with the intent to sell to a third party at carrying value. Loan receivables held for sale are recorded at fair value at the time a loan receivable is purchased and are subsequently measured at the lower of cost or fair value on an aggregate homogeneous portfolio basis, which is further discussed in “Fair Value of Assets and Liabilities” below. We earn interest income on such loan receivables. Interest, calculated as a percentage of average outstanding principal balance in accordance with the contractual provisions of the loan arrangements, is accrued on a daily basis and collected directly from the account holder on a monthly basis. Accrued interest receivable and origination costs are deferred in the basis of the loan receivables. When the loan receivables are sold, any previously unrecognized deferred costs are recognized as part of realized gains and losses on sale. Gains and

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losses from the sale of loan receivables held for sale are included within other income/(expense), net in the Consolidated Statements of Operations.

The entire balance of a loan receivable held for sale is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer’s billing statement. Loan receivables held for sale and accrued interest are marked down to zero and written off when the principal or interest is delinquent for greater than 90 days, with the related expenses recorded as reductions of other gains/(losses) and interest income, respectively, which are included within other income/(expense), net in the Consolidated Statements of Operations. Valuation adjustments are also taken if loans delinquent less than 90 days are expected to charge off in the future and are recorded to other gains/(losses) in the Consolidated Statements of Operations. Recoveries of principal and finance charges and fees on previously written off loan receivables held for sale are recognized on a collected basis as other gains and interest income, respectively.

At times, we transfer our rights to previously charged-off loan receivables (“Charged-Off Receivables”) and receive commensurate proceeds based on the expected recovery rate of such loan receivables. We have no continuing involvement with these Charged-Off Receivables other than performing reasonable servicing and collection efforts on behalf of the third parties and Bank Partners that paid for the rights to the Charged-Off Receivables. The proceeds from the transfers of Charged-Off Receivables attributable to loan receivables held for sale are recognized on a collected basis as other gains/(losses) in the Consolidated Statements of Operations. Refer to “Fair Value of Assets and Liabilities” below for additional information on our Charged-Off Receivables transactions.

Accounts Receivable

Accounts receivable are recorded at their original invoice amounts, which are reduced by any allowance for uncollectible amounts. We establish an allowance for uncollectible amounts when management determines that collectability is uncertain. Accounts receivable are written off once delinquency exceeds 90 days. Recoveries of previously written off accounts receivable are recognized on a collected basis as a reduction to the provision for bad debt expense, which is included within general and administrative expenses in the Consolidated Statements of Operations.

Property, Equipment, Software, Depreciation and Amortization

Property, equipment and software includes furniture, leasehold improvements, computer hardware and software and is stated at cost less accumulated depreciation or amortization and any previously recorded impairment. We capitalize qualified costs incurred to develop internal-use software, which primarily include internal and external labor expenses. We also capitalize costs for replacements and major enhancements when it is probable that the expenditures will result in additional functionality or will extend the useful life of existing functionality. Costs for minor replacements, enhancements, maintenance and repairs of internal-use software are expensed as incurred. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets, as follows:


Asset Category		Estimated Useful Lives
Computer hardware and software		3 years
Furniture		5 years
Leasehold improvements		Shorter of life of asset or remaining lease term

Upon a sale or retirement, the asset cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheets and any related gain or loss is included within general and administrative expenses in the Consolidated Statements of Operations.

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We evaluate the carrying amounts of property, equipment and software for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying values may not be recoverable. Impairment losses are included within general and administrative expenses in the Consolidated Statements of Operations.

Servicing Assets and Liabilities

The Company assumes a right, obligation, or neither a right nor obligation to service consumer loans each time a loan is originated by a Bank Partner. In accordance with ASC 860, Transfers and Servicing , when we determine that the compensation we receive to service loans is more than adequate or less than adequate, we assess the fair value of a servicing asset or liability using a discounted cash flow model and subsequently measure the servicing asset or liability at fair value. As of December 31, 2017 and 2016 and March 31, 2018 (unaudited), the fair values of this class of servicing assets and liabilities were immaterial.

The Company services Charged-Off Receivables to which we transferred our rights to third parties and Bank Partners. As we do not charge a servicing fee in our arrangement with this select group of third parties and Bank Partners, this arrangement gives rise to servicing liabilities. Servicing liabilities related to the Charged-Off Receivables are initially recognized at fair value, using a discounted cash flow model, and are recorded within other liabilities in the Consolidated Balance Sheets. We elected to adopt the fair value method to measure these servicing liabilities subsequent to initial recognition, as we believe that fair value is a more meaningful measure of our expected obligation with respect to this class of servicing liabilities. This election is irrevocable for this class of servicing liabilities. Refer to “Fair Value of Assets and Liabilities” below for additional information on the measurement of these liabilities.

Refer to Note 3 and Note 8 for additional information on our servicing liabilities.

Fair Value of Assets and Liabilities

We have financial assets and liabilities subject to fair value measurement, which include our loan receivables held for sale, FCR liability and servicing liabilities associated with Charged-Off Receivables. Refer to Note 3 for additional fair value disclosures.

ASC 820, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In valuing this asset or liability, we utilize market data or reasonable assumptions that market participants would use, including assumptions about risk and the risks inherent in the inputs to the valuation technique. The guidance provides a three-level valuation hierarchy for disclosure of fair value measurements based on the transparency of inputs to the valuation of an asset or a liability as of the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels are defined as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Unobservable inputs for the asset or liability.

An asset’s or a liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

We apply the market approach, which uses observable prices and other relevant information that is generated by market transactions involving identical or comparable assets or liabilities, to

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value our loan receivables held for sale and the income approach, which uses valuation techniques to convert future amounts to a single, discounted present value amount, to value our FCR liability and servicing liabilities.

Loan receivables held for sale

Loan receivables held for sale are recorded at the lower of cost or fair value and are, therefore, measured at fair value on a nonrecurring basis. For our loan receivables held for sale, fair value approximates par value, as we have consistently sold loans for the full current balance in historical transactions with our Bank Partners. Loan receivables held for sale are classified within Level 2 of the fair value hierarchy, as the primary component of the price is obtained from observable values of loan receivables with similar terms and characteristics sold to our Bank Partners. We have the ability to access this market, and it is the market into which these loan receivables are typically sold.

Finance charge reversals

We offer certain loan products that have a feature whereby the account holder is provided a promotional period to repay the loan principal balance in full without incurring a finance charge. For these loan products, we bill interest each month throughout the promotional period and, under the terms of the contracts with our Bank Partners, we are obligated to return this billed interest to the Bank Partners if an account holder pays off the loan balance in full within the promotional period. Therefore, the monthly process of billing interest on deferred loan products triggers a potential future FCR liability for the Company. The FCR component of our Bank Partner contracts qualifies as an embedded derivative.

The FCR liability is carried at fair value on a recurring basis in the Consolidated Balance Sheets and is estimated based on historical experience and management’s expectation of future FCR. The FCR liability is classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from unobservable inputs based on the Company’s data, reasonably adjusted for assumptions that would be used by market participants.

The FCR liability is not designated as a hedge for accounting purposes and, as such, changes in its fair value are recorded within cost of revenue in the Consolidated Statements of Operations.

In 2017, we began transferring our rights to certain Charged-Off Receivables in exchange for a cash payment based on the expected recovery rate of such loan receivables, which consisted primarily of previously charged-off Bank Partner loans. We have no continuing involvement with these Charged-Off Receivables other than performing reasonable servicing and collection efforts on behalf of the third parties and Bank Partners that purchased the Charged-Off Receivables. The proceeds from transfers of Charged-Off Receivables attributable to Bank Partner loans are recognized on a collected basis as reductions to cost of revenue, which reduces the fair value adjustment to the FCR liability in the period of transfer. The following table presents details of

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Charged-Off Receivable transfers during the periods indicated. There were no transfers of Charged-Off Receivables during the three months ended March 31, 2017 (unaudited).


	Aggregate Unpaid Balance									Proceeds
	Bank Partner loans			Loan receivables held for sale			Total ⁽¹⁾			Bank Partner loans			Loan receivables held for sale			Total
Year ended December 31, 2017		$	197,114		$	4,165		$	201,279		$	18,968		$	406		$	19,374
Three months ended March 31, 2018 (unaudited)			37,426			1,159			38,585			4,979			154			5,133

⁽¹⁾

Through December 31, 2017, $2,966 of the aggregate unpaid balance on transferred Charged-Off Receivables was recovered through our servicing efforts on behalf of our third party and Bank Partner investors. An additional $3,219 of the aggregate unpaid balance was recovered in the first three months of 2018 (unaudited).

Servicing liabilities

Based on our election to adopt the fair value method, our servicing liabilities are carried at fair value on a recurring basis within other liabilities in the Consolidated Balance Sheets and are estimated using a discounted cash flow model. Servicing liabilities are classified within Level 3 of the fair value hierarchy, as the primary component of the fair value is obtained from unobservable inputs based on peer market data, reasonably adjusted for assumptions that would be used by market participants to service our transferred Charged-Off Receivables portfolios, for which market data is not available. Changes in the fair value of our servicing liabilities are recorded within other gains/(losses) in the Consolidated Statements of Operations.

Financial guarantee

Under the terms of the contracts with our Bank Partners, we provide limited protection in the event of excessive Bank Partner portfolio credit losses and record a financial guarantee liability at fair value based on historical experience and the amount of current customer delinquencies expected to convert into Bank Partner portfolio credit losses. Refer to Note 11 for additional information.

Revenue Recognition

On January 1, 2017, we elected to early adopt the requirements of ASU 2014-09, Revenue from Contracts with Customers , as well as subsequent related amendments. As such, our revenue recognition policy is in accordance with ASC Topic 606. See “Recently Adopted Accounting Standards” below for additional information on the new standard and the impacts on our consolidated financial statements.

In each of our revenue arrangements outlined below, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.

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Transaction revenue

Transaction fees

We earn a specified transaction fee in connection with purchases made by borrowers that are financed by our Bank Partners. The transaction fee is a one-time fee payable by the merchant that includes a merchant fee component and an interchange fee component. In our merchant arrangements, our single performance obligation is to facilitate financing to the merchant’s qualified customers who comply with our Bank Partners’ mandatory underwriting criteria and credit policies. As it relates to our merchant arrangements, we act in the capacity of an agent, as our platform facilitates the arrangement between the merchant and customer (for contracted services) and the arrangement between the Bank Partner and customer (for loan financing) and we do not control either the merchant services or the financing prior to them being transferred to the customer.

The merchant fee is calculated by multiplying a set fee percentage (as outlined in a schedule provided to the merchants) by the dollar amount of a loan at the point of origination. As merchant fees are billed to, and collected directly from, the merchant at least monthly, the transaction volume is known and there is no unresolved variable consideration as of the end of a quarterly reporting period. We recognize revenue at the point of sale by applying the expected value method, wherein we assign 100% probability to the transaction price as calculated using actual transaction volume. While merchant fee reversals are contractually possible, and would constrain our estimate of variable consideration, they have been historically immaterial. Therefore, we have not recognized a refund liability for these reversals. Our expected value is further adjusted during the month for rebates or price concessions (collectively, “price concessions”), as discussed below.

Gross contractual merchant fees may be reduced by volume-based or non-volume-based price concessions to certain merchants and Sponsors, which are offered to generate transaction volume on the GreenSky platform. As an agent, we recognize merchant fees net of consideration paid to merchants or Sponsors in the form of price concessions, which represents our expected consideration. The price concessions give rise to additional variable consideration at contract inception, which we estimate at the individual merchant level using the expected value method. For merchants and Sponsors receiving monthly or quarterly price concessions, which constitutes the vast majority of our arrangements, it is not probable that a significant reversal in the cumulative amount of revenue recognized would occur, as the uncertainty is resolved by the end of a quarterly reporting period. Therefore, we assign 100% probability to the transaction price as calculated using actual transaction volume net of actual merchant and Sponsor price concessions. In the limited instances in which we issue annual price concessions, which are based on an annual volume target, we determine the expected value based on current quarterly progress and expected future progress (using historical experience) toward achieving the annual volume target. Volume-based rebates to merchants and Sponsors that were netted against the gross transaction price were $6,930, $8,241 and $5,423 for the years ended December 31, 2017, 2016 and 2015, respectively, and $4,593 and $1,399 for the three months ended March 31, 2018 and 2017 (unaudited), respectively.

Interchange fees are calculated by multiplying a set fee percentage (as stipulated by the credit card payment network) by the transaction volume processed through such network. Transaction volume and related fees payable to us are reported to us on a daily basis. Therefore, there is no unresolved variable consideration within a quarterly reporting period. Using the expected value method, we assign 100% probability to the transaction price as calculated using actual transaction volume.

We satisfy our performance obligation to facilitate financing to our merchants’ qualified customers continuously throughout our contractual terms with our Bank Partners. Our merchants receive and consume the benefits of such performance simultaneously as we perform, which is

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reflected through the consummation of a purchase by the end customer who obtained financing through the GreenSky platform. Therefore, this performance obligation is satisfied over time. Our performance obligation is completely satisfied once a customer’s application has been approved, a credit decision has been reached and a loan has been funded and processed, indicating that a sale has been completed by a merchant on our platform. We measure our progress toward complete satisfaction of this performance obligation using the output method, with transaction volume representing the direct measure that faithfully depicts a completed sale by a merchant on our platform. The value of our service transferred to the merchants is represented by the merchant fee rate, as agreed upon at contract inception, and the interchange fee rate, as stipulated by the credit card payment network. Therefore, we recognize revenue on at least a monthly basis for merchant fees and on a daily basis for interchange fees.

We apply the practical expedient related to incremental costs of obtaining a contract. Although certain of our commission costs qualify for capitalization under ASC 340-40, Contracts with customers , their amortization period is less than one year. Therefore, utilizing the practical expedient, we expense these costs as incurred.

Servicing and other

Servicing fees

Servicing fees are contractual fees specified in our servicing agreements with our Bank Partners that are earned from providing professional services to manage loan portfolios on behalf of our Bank Partners, which represents the single performance obligation in this contractual arrangement. The servicing fee is calculated on a monthly basis by multiplying a set fee percentage (as outlined in the contracts with our Bank Partners) by the average outstanding Bank Partner loan portfolio balance. As the average outstanding loan portfolio balance is not known at contract inception, this arrangement contains variable consideration. However, as servicing fees are settled monthly with our Bank Partners, the average outstanding loan portfolio balance is known at each month end. Therefore, there is no unresolved variable consideration within a quarterly reporting period. Using the expected value method, we assign 100% probability to the transaction price as calculated using the actual average outstanding loan portfolio balance.

We satisfy our performance obligation to service the Bank Partners’ loans on a recurring, monthly basis for as long as a loan balance is outstanding. The benefits of our servicing are simultaneously received and consumed by the Bank Partners. Therefore, this performance obligation is satisfied over time. We measure our progress toward complete satisfaction of this performance obligation using the output method, with loans outstanding representing the direct measure that faithfully depicts the loans for which control of servicing has transferred to the Bank Partners. The value of our service transferred to the Bank Partners is represented by the servicing fee rate, as agreed upon at contract inception. Therefore, we recognize revenue on a monthly basis upon settling with the Bank Partner.

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Disaggregated revenue

Revenue disaggregated by type of service was as follows for the periods presented:


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
										(unaudited)			(unaudited)
Merchant fees		$	234,548		$	190,632		$	123,465		$	59,365		$	46,059
Interchange fees			44,410			37,814			29,213			11,575			8,862

Transaction fees			278,958			228,446			152,678			70,940			54,921
Servicing fees			46,575			32,447			20,071			14,331			10,287
Other ⁽¹⁾			354			2,972			708			55			129

Servicing and other			46,929			35,419			20,779			14,386			10,416

Total revenue		$	325,887		$	263,865		$	173,457		$	85,326		$	65,337

⁽¹⁾

Other revenue includes several miscellaneous revenue items that are individually immaterial. Other revenue is presented separately herein in order to clearly present merchant, interchange and servicing fees, which are more integral to our primary operations and better enable financial statement users to calculate metrics such as servicing and merchant fee yields.

Share-based Compensation

The Company issues Class A unit option awards (“Unit Options”) and profits interest awards to certain employees and non-employees, which are measured at fair value at the date of grant. The fair value determined at the date of grant is expensed, based on our estimate of awards that will eventually vest, on a straight-line basis over the vesting period. Share-based compensation expense is included within compensation and benefits expense in the Consolidated Statements of Operations. Refer to Note 10 for additional information.

Income Taxes

GS Holdings elected at its inception under the Internal Revenue Code to be taxed as a partnership for United States federal and state income tax purposes. As such, in lieu of income taxes at the partnership level, the Company’s unit holders are taxed on their proportionate share of the Company’s taxable income.

Related Party Transactions

In the normal course of business, we enter into various transactions with entities or individuals that are deemed to be affiliated companies or persons under the related party definition in ASC 850, Related Party Disclosures. Refer to Note 12 for additional information.

Redeemable Preferred Units

The Company records the issuance and sale of Class B and Class C redeemable preferred units at fair value, net of issuance costs. Subsequent to issuance, Class B and Class C units are further reduced by non-tax equity distributions. As the Class B and Class C preferred units are redeemable at the option of the unit holders, the preferred units are classified as temporary equity in the Consolidated Balance Sheets.

The issuance costs are amortized over the period from the date that it becomes probable that the preferred units will become redeemable to the earliest date the preferred unit can be redeemed,

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using the interest method. Such amortization is recorded as a reduction to retained earnings. Changes in the redemption value are considered to be changes in accounting estimates. As of March 31, 2018 (unaudited), redemption of Class B and Class C preferred units is not probable. Refer to Note 14 for additional information.

Recently Adopted or Issued Accounting Standards

Recently Adopted Accounting Standards

Revenue from contracts with customers

In May 2014, the FASB issued ASU 2014-09 to clarify the principles for recognizing revenue and to develop a common revenue standard, which is codified in ASC Topic 606, Revenue from Contracts with Customers . Under this new standard, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB also issued several updates to ASU 2014-09. We elected to early adopt this standard and to apply its provisions as of January 1, 2017 to all open contracts existing as of that date using the modified retrospective approach. We determined that the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings was immaterial. Further, our adoption of the new standard did not have a material impact on any balance sheet or income statement line items in the period of adoption and, as such, we did not record any adjustments to the consolidated financial statements related to our adoption of this standard. The comparative periods have not been restated and continue to be reported under the accounting standards in effect for those periods.

Recognition and measurement of financial assets and financial liabilities

In January 2016, the FASB issued ASU 2016-01 to address certain aspects of recognition, measurement, presentation and disclosure of financial instruments. We adopted the standard for the reporting period beginning January 1, 2018. As a result of adopting the standard, we eliminated the disclosure requirement of the method(s) and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet, which applies to our fair value of term loan disclosure in Note 3. The remaining provisions of the standard were either not applicable to us or already satisfied in our disclosures. Therefore, our adoption of this standard did not have any impact on our consolidated financial statements.

Improvements to employee share-based payment accounting

In March 2016, the FASB issued ASU 2016-09 to simplify certain aspects of the accounting for share-based payment transactions. Under the new standard, all excess tax benefits and tax deficiencies should be recognized as income tax benefit or expense, respectively, in the income statement when stock awards vest or are settled. In addition, the standard eliminates the requirement to reclassify cash flows related to excess tax benefits from operating activities to financing activities on the statements of cash flows, increases the threshold for withholding an employee’s vested shares for tax-withholding purposes without triggering liability accounting and clarifies that cash payments made by an employer to tax authorities on an employee’s behalf when directly withholding shares for tax-withholding purposes should be presented as a financing activity on the statement of cash flows. The standard also provides an accounting policy election to account for forfeitures as they occur rather than to estimate the number of awards that are expected to vest. We adopted the standard for the reporting period beginning January 1, 2017. The provisions related to excess tax benefits or deficiencies from share-based award activity are not applicable, as

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we elected at inception to be taxed as a partnership. We also elected to retain our existing accounting policy election to estimate award forfeitures. The presentation requirements for cash flows related to employee taxes paid for withheld shares had no impact to any of the periods presented on our Consolidated Statements of Cash Flows since such cash flows have historically been presented as a financing activity.

Scope of modification accounting

In May 2017, the FASB issued ASU 2017-09 to provide clarity and reduce both diversity in practice and the cost and complexity to an entity when applying the guidance in ASC 718, Compensation—Stock Compensation, to a change in the terms or conditions of a share-based payment award. The standard provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. We adopted the standard for the reporting period beginning January 1, 2018 and will apply its provisions prospectively to any award modified on or after the adoption date. Our adoption of this standard did not have any impact on our consolidated financial statements.

Recently Issued Accounting Standards

Leases

In February 2016, the FASB issued ASU 2016-02, which requires lessees to recognize leases with terms greater than 12 months on the balance sheet as right-of-use assets and corresponding liabilities. Lessees will continue to classify leases as either operating leases, using a straight-line expense pattern, or financing leases, using a front-loaded expense pattern. The standard also requires enhanced quantitative and qualitative disclosures related to the lease arrangements. The standard is effective for us on January 1, 2019, with early adoption permitted, using a modified retrospective approach.

We are evaluating the potential impact of adopting this standard by reviewing our existing lease contracts, all of which are operating leases wherein the Company is the lessee. For predominantly all of the future minimum lease payments of $18.5 million as of March 31, 2018 (unaudited) required under our existing operating leases (as disclosed in Note 11) and for other similar leases we may enter into prior to adopting this standard, we expect to gross up our Consolidated Balance Sheets at their present values to recognize the right-of-use assets and lease liabilities. The quantitative impact of adopting this standard remains under evaluation; however, we do not expect material changes to the recognition of rent expense, which is included within property, office and technology expenses and related party expenses in our Consolidated Statements of Operations.

Measurement of credit losses on financial instruments

In June 2016, the FASB issued ASU 2016-13, which is intended to better align the timing of recognition of credit losses on financial instruments with management’s expectations. The standard requires a financial asset (or group of financial assets) measured at amortized cost to be presented at the net amount expected to be collected. Management must determine expected credit losses for all financial assets held at the reporting date based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts, the latter of which broadens current guidance. The standard requires enhanced disclosures to help investors and other financial statement users to better understand the significant estimates and judgments used in estimating credit losses. The standard is effective for us on January 1, 2020, with early adoption permitted, but not before January 1, 2019, and for the majority of its provisions

F-20

should be applied using a modified retrospective approach. We are currently evaluating the potential impact of adopting this standard.

2. Earnings per Unit

We compute earnings per unit (“EPU”) attributable to Class A unit holders using the two-class method required for participating interests. Our participating interests include Class B preferred units, Class C preferred units and profits interests awards, as these interests participate in distributions on a pro-rata basis with Class A units. See Note 10 for additional information on our profits interests awards. Basic EPU attributable to Class A unit holders is computed by dividing net income attributable to Class A unit holders by the weighted-average number of Class A units outstanding.

To calculate diluted EPU attributable to Class A unit holders, basic EPU attributable to Class A unit holders is further adjusted by the effect of dilutive units, including awards under our equity compensation plans and warrants. Diluted EPU attributable to Class A unit holders is computed by dividing the resulting net income attributable to Class A unit holders by the weighted-average number of fully diluted Class A units outstanding.

The numerators and denominators of the basic and diluted EPU attributable to Class A unit holders computations are calculated as follows:


Basic EPU	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
	Class A			Class A			Class A			Class A			Class A
										(unaudited)			(unaudited)
Numerator:
Net income		$	138,668		$	124,464		$	93,819		$	18,604		$	22,011
Less: Net income attributable to participating interests			35,449			25,233			17,594			5,571			4,979

Net income attributable to Class A unit holders			103,219			99,231			76,225			13,033			17,032

Denominator:
Weighted average Class A units outstanding			13,336,459			13,332,938			13,335,828			13,339,345			13,334,965

Basic EPU		$	7.74		$	7.44		$	5.72		$	0.98		$	1.28

F-21


Diluted EPU	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
	Class A			Class A			Class A			Class A			Class A
										(unaudited)			(unaudited)
Numerator:
Net income attributable to Class A unit holders		$	103,219		$	99,231		$	76,225		$	13,033		$	17,032

Denominator:
Weighted average Class A units outstanding for basic EPU			13,336,459			13,332,938			13,335,828			13,339,345			13,334,965
Effect of vested and unvested Unit Options			345,159			338,267			336,247			276,685			571,969
Effect of warrants			90,270			97,412			90,639			72,580			94,544
Effect of unvested profits interests			—			35,994			—			—			83,130

Number of units used for diluted EPU			13,771,888			13,804,611			13,762,714			13,688,610			14,084,608

Diluted EPU ⁽¹⁾		$	7.49		$	7.19		$	5.54		$	0.95		$	1.21

⁽¹⁾

Our calculation of diluted EPU excludes 55,276, 186,622 and 149,212 units of Class A unit options and profits interests for the years ended December 31, 2017, 2016 and 2015, respectively, and 197,200 and 73,500 units of Class A unit options, profits interests and Class A warrants for the three months ended March 31, 2018 and 2017 (unaudited), respectively, as their inclusion would have been anti-dilutive.

3. Fair Value of Assets and Liabilities

The following table summarizes, by level within the fair value hierarchy, the carrying amounts and estimated fair values of our assets and liabilities measured at fair value on a recurring or nonrecurring basis or disclosed, but not carried, at fair value in the Consolidated Balance Sheets as of the periods presented. There were no transfers into, out of, or between levels within the fair value hierarchy during any of the periods presented (three months ended March 31, 2018 and 2017 were unaudited). Refer to Note 1, Note 4, Note 7 and Note 8 for additional information on these assets and liabilities.


	Level		December 31, 2017						December 31, 2016						March 31, 2018
			Carrying Value			Fair Value			Carrying Value			Fair Value			Carrying Value			Fair Value
															(unaudited)			(unaudited)
Assets:
Loan receivables held for sale, net ⁽¹⁾		2		$	73,606		$	74,190		$	41,268		$	41,268		$	67,291		$	68,096
Liabilities:
Finance charge reversal liability ⁽²⁾		3		$	94,148		$	94,148		$	68,064		$	68,064		$	100,913		$	100,913
Servicing liabilities ⁽²⁾		3			2,071			2,071			—			—			2,187			2,187
Term loan ⁽³⁾		2			338,263			345,820			—			—			388,555			398,997

⁽¹⁾

Measured at fair value on a nonrecurring basis.

F-22

⁽²⁾

Measured at fair value on a recurring basis. Servicing liabilities are presented within other liabilities in the Consolidated Balance Sheets.

⁽³⁾

Disclosed, but not carried, at fair value. The amounts disclosed for December 31, 2017 relate to the original term loan and amounts disclosed for March 31, 2018 (unaudited) relate to the modified term loan. Refer to Note 7 for additional information. The carrying value of our term loan is net of unamortized debt discount and debt issuance costs.

The following table presents the (increases)/decreases in fair value and Consolidated Statements of Operations locations of our liabilities that are measured at fair value on a recurring basis during the following periods.


	Statements of Operations Location	Year ended December 31,												Three months ended March 31,
	Statements of Operations Location	2017				2016				2015				2018				2017
														(unaudited)				(unaudited)
FCR liability	Cost of revenue		$	(43,295	)		$	(41,503	)		$	(9,270	)		$	(21,510	)		$	(13,469	)
Servicing liabilities	Other gains/(losses)			(2,071	)			—				—				(116	)			—

The cash flow impacts of our liabilities that are measured at fair value on a recurring basis are included within net cash provided by operating activities in the Consolidated Statements of Cash Flows.

Finance charge reversals

The following table reconciles the beginning and ending fair value measurements of our FCR liability, which is classified as Level 3 within the fair value hierarchy due to the use of unobservable inputs, during the periods indicated.


	Year ended December 31,												Three months ended March 31,
	2017				2016				2015				2018				2017
													(unaudited)				(unaudited)
Beginning balance		$	68,064			$	49,459			$	27,906			$	94,148			$	68,064
Receipts ⁽¹⁾			109,818				79,508				80,826				28,093				20,419
Settlements ⁽²⁾			(127,029	)			(102,406	)			(68,543	)			(42,838	)			(28,771	)
Fair value changes recognized in cost of revenue ⁽³⁾			43,295				41,503				9,270				21,510				13,469

Ending balance		$	94,148			$	68,064			$	49,459			$	100,913			$	73,181

	⁽¹⁾		Represents cash received from deferred payment loans during the promotional period (incentive payments) as well as the proceeds received from transferring our rights to Charged-Off Receivables attributable to previously charged-off Bank Partner loans. We consider all monthly incentive payments from Bank Partners during the period to be related to billed finance charges on deferred interest products until monthly incentive payments exceed total billed finance charges on deferred products, which did not occur during any of the periods presented (three months ended March 31, 2018 and 2017 were unaudited).
	⁽²⁾		Represents the reversal of previously billed finance charges associated with deferred payment loan principal balances that paid off within the promotional period.
	⁽³⁾		A fair value adjustment is made based on the expected reversal percentage of billed finance charges (expected settlements), which is estimated at each reporting period.

F-23

The following table presents the estimated reversal rate for billed interest on deferred loan products, which is the significant unobservable input used to value the Level 3 FCR liability, as of the dates indicated.


Reversal rate	December 31,			March 31, 2018
Reversal rate	2017	2016	2015	March 31, 2018
				(unaudited)
Range	85.5% – 98.0%	88.0% – 88.5%	86.0%	85.8% – 98.0%
Weighted average	89.0%	88.3%	86.0%	89.2%

The following table demonstrates the impact on the fair value of FCR assuming a 100 bps increase or decrease in the reversal rate assumption, while holding all other inputs constant, as of the dates indicated.


Reversal rate sensitivity	Increase/(Decrease) in Fair Value of FCR Liability
	December 31,												March 31, 2018
	2017				2016				2015				March 31, 2018
													(unaudited)
+ 100 bps		$	1,586			$	905			$	888			$	1,774
- 100 bps		$	(1,524	)		$	(1,372	)		$	(817	)		$	(1,720	)

Servicing liabilities

Significant assumptions used in valuing our servicing liabilities are as follows:

	•		Cost of servicing: The cost of servicing represents the servicing rate a willing market participant would require to service loans with similar characteristics as the Charged-Off Receivables.
	•		Discount rate: The discount rate reflects the time value of money adjusted for a risk premium and is within an observable range based on peer market data.
	•		Recovery period: Our recovery period was determined based on a reasonable recovery period for loans of this size and characteristics based on historical experience. We assumed that collection efforts for these loans will cease after five years, and the run-off of the portfolio will follow a straight-line methodology, adjusted for actual cash recoveries over time.

The following table reconciles the beginning and ending fair value measurements of our servicing liabilities associated with transferring our rights to Charged-Off Receivables, which are classified as Level 3 within the fair value hierarchy due to the use of unobservable inputs, during the periods presented. There were no such servicing liabilities during the years ended December 31, 2016 and 2015 and during the three months ended March 31, 2017 (unaudited).


	Year ended December 31, 2017				Three months ended March 31, 2018
					(unaudited)
Beginning balance		$	—			$	2,071
Initial obligation from transfer of Charged-Off Receivables ⁽¹⁾			2,379				461
Fair value changes recognized in other gains/(losses)
Change in inputs or assumptions used in the valuation model			—				—
Other changes in fair value ⁽²⁾			(308	)			(345	)

Ending balance		$	2,071			$	2,187

F-24

	⁽¹⁾		Recognized in other gains/(losses).
	⁽²⁾		Represents the reduction of our servicing liability due to the passage of time and collection of loan payments.

The following table presents quantitative information about the significant unobservable inputs used to value the Level 3 servicing liabilities as of the dates presented.


Input	December 31, 2017						March 31, 2018
	Range			Weighted Average			Range			Weighted Average
							(unaudited)			(unaudited)
Cost of servicing (basis points)		62.5			62.5			62.5			62.5
Discount rate		18.0	%		18.0	%		18.0	%		18.0	%
Recovery period (years)		4.6 – 4.9			4.8			4.3 – 4.9			4.6

The following table demonstrates the impact on the fair value of servicing liabilities assuming hypothetical changes in certain inputs, while holding all other inputs constant as of the dates presented.


	Increase/(Decrease) in Fair Value of Servicing Liabilities
	December 31, 2017				March 31, 2018
					(unaudited)
Cost of servicing sensitivity:
Increase of 10 basis points		$	331			$	354
Decrease of 10 basis points			(331	)			(347	)
Discount rate sensitivity:
Increase of 1%			(25	)			(22	)
Decrease of 1%			26				30
Recovery period sensitivity:
Increase of one year			316				354
Decrease of one year			(351	)			(386	)

4. Loan Receivables Held for Sale

The following table summarizes the activity in the balance of loan receivables held for sale at lower of cost or fair value during the periods indicated.


	Year ended December 31,												Three months ended March 31,
	2017				2016				2015				2018				2017
													(unaudited)				(unaudited)
Beginning balance		$	41,268			$	1,843			$	5,237			$	73,606			$	41,268
Additions			134,659				309,218				84,840				1,170				52,349
Proceeds from sales and customer payments ⁽¹⁾			(93,044	)			(262,903	)			(71,711	)			(5,854	)			(4,597	)
Loss on sale			(500	)			(907	)			(201	)			—				—
Decrease/(increase) in valuation allowance			(584	)			—				276				(221	)			—
Transfers ⁽²⁾			(5,017	)			(4,092	)			(15,107	)			(408	)			(1,267	)
Write offs and other ⁽³⁾			(3,176	)			(1,891	)			(1,491	)			(1,002	)			(1,111	)

Ending balance		$	73,606			$	41,268			$	1,843			$	67,291			$	86,642

F-25

⁽¹⁾

Customer payments include accrued interest and fees, recoveries of previously charged-off loan receivables held for sale, as well as proceeds from transferring our rights to Charged-Off Receivables attributable to loan receivables held for sale. We retain servicing arrangements on sold loan receivables with the same terms and conditions as loans that are originated by our Bank Partners. Refer to Note 1 for additional information on these arrangements. Income from these arrangements is recorded within interest income and other gains in the Consolidated Statements of Operations. There were no sales of loan receivables held for sale during the first three months of 2018 and 2017 (unaudited). We sold loan receivables held for sale to certain Bank Partners on the following dates:


2017				2016				2015
Date	Amount			Date	Amount			Date	Amount
June 29		$	17,900	May 12		$	28,392	July 8		$	16,519
December 21			54,171	September 29			20,263	December 23			50,143
				November 30			19,990
				December 16			33,621
				December 23			139,004

Total		$	72,071			$	241,270			$	66,662

	⁽²⁾		We temporarily hold certain loan receivables, which are originated by a Bank Partner, while non-originating Bank Partner eligibility is being determined. Once we determine that a loan receivable meets the investment requirements of an eligible Bank Partner, we transfer the loan to the Bank Partner at cost plus any accrued interest. The reported amount also includes loans that have been placed on non-accrual and non-payment status while we investigate consumer loan balance inquiries.
	⁽³⁾		We received recovery payments of $238, $116 and $137 during the years ended December 31, 2017, 2016 and 2015, respectively, and $17 and $85 during the three months ended March 31, 2018 and 2017 (unaudited), respectively, which are included within other income/(expense), net in the Consolidated Statements of Operations. During the year ended December 31, 2017 and the three months ended March 31, 2018 (unaudited), write offs and other were reduced by $406 and $154, respectively, related to cash proceeds received from transferring our rights to Charged-Off Receivables attributable to loan receivables held for sale. The cash proceeds received were recorded within other income/(expense), net in the Consolidated Statements of Operations. Refer to Note 1 and Note 3 for additional information on Charged-Off Receivables.

The following table presents activities associated with our loan receivable sales and servicing activities during the periods indicated.


	Year ended December 31												Three months ended March 31,
	2017				2016				2015				2018			2017
													(unaudited)			(unaudited)
Loss on sold loan receivables held for sale		$	(500	)		$	(907	)		$	(201	)		$	—		$	—
*Cash Flows*
Sales of loans		$	72,071			$	241,270			$	66,662			$	—		$	—
Servicing fees			2,821				1,672				821				566			900

The following table presents information about the principal balances of sold loan receivables that are not recorded in our Consolidated Balance Sheets, but with which we have a continuing involvement through our servicing arrangements with our Bank Partners. The sold loan receivables are pooled with other loans originated by the Bank Partners for purposes of determining escrow

F-26

balances and incentive payments. The escrow balances represent our only direct exposure to potential losses associated with these sold loan receivables.


	As of December 31,						As of March 31,
	2017			2016			2018
							(unaudited)
Total principal balance		$	305,748		$	350,349		$	283,257
Delinquent loans (unpaid principal balance)			20,409			15,524			13,855


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
										(unaudited)			(unaudited)
Net charge-offs (unpaid principal balance)		$	8,574		$	4,545		$	2,163		$	2,925		$	1,652

5. Accounts Receivable

Accounts receivable consisted of the following as of the dates indicated.


	Accounts Receivable, Gross			Allowance for Losses				Accounts Receivable, Net
December 31, 2017
Transaction related		$	15,997		$	(276	)		$	15,721
Servicing related			2,637			—				2,637

Total		$	18,634		$	(276	)		$	18,358

December 31, 2016
Transaction related		$	15,103		$	(366	)		$	14,737
Servicing related			2,025			—				2,025

Total		$	17,128		$	(366	)		$	16,762

March 31, 2018 (unaudited)
Transaction related		$	16,697		$	(337	)		$	16,360
Servicing related			1,007			—				1,007

Total		$	17,704		$	(337	)		$	17,367

6. Property, Equipment and Software

Property, equipment and software are as follows as of the dates indicated.


	December 31,								March 31,
	2017				2016				2018
									(unaudited)
Furniture		$	2,704			$	2,207			$	2,868
Leasehold improvements			3,659				2,418				3,720
Computer hardware			2,987				3,064				2,961
Software			4,836				4,833				4,642

Total property, equipment and software, at cost			14,186				12,522				14,191
Less: accumulated depreciation			(4,060	)			(2,638	)			(4,435	)
Less: accumulated amortization			(2,278	)			(2,866	)			(2,086	)

Total property, equipment and software, net		$	7,848			$	7,018			$	7,670

F-27

The following table shows depreciation and amortization expense during the periods presented, as well as losses on abandoned property, equipment and software and recorded impairment losses related to abandoned capitalized software projects that are recorded within general and administrative expenses in the Consolidated Statements of Operations. We determined that these software projects would not generate future cash flows through use or disposal to a third party and, as such, the fair value as of the respective reporting dates was $0.


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
										(unaudited)			(unaudited)
Depreciation expense		$	2,149		$	1,757		$	830		$	565		$	447
Amortization expense			1,834			1,951			1,526			405			519
Impairment losses			78			107			115			—			—
Losses on abandonment			—			44			94			—			—

The estimated future amortization of software is as follows as of December 31, 2017:


2018	$	1,315
2019		883
2020		360

Total	$	2,558

The estimated future amortization of software is as follows as of March 31, 2018 (unaudited):


Remainder of 2018	$	1,028
2019		1,018
2020		494
2021		16

Total	$	2,556

7. Borrowings

Credit Agreement

In August 2017, we entered into a $450 million credit agreement (“Credit Agreement”), which provided for a $350 million term loan (“original term loan”) maturing on August 25, 2024 and a $100 million revolving loan facility maturing on August 25, 2022.

Original term loan. The original term loan incurred interest, due quarterly in arrears, at an adjusted LIBOR rate, which represented the one-month LIBOR rate multiplied by the statutory reserve rate, as defined in the Credit Agreement, plus a margin of 4.00% per annum. An original issuance discount of $3,500 and debt issuance costs of $7,949 were reported in the Consolidated Balance Sheets as a direct deduction from the face amount of the original term loan and were being amortized into interest expense over the term of the loan using the effective interest method. The effective interest rate on the original term loan was 5.69% for the year ended December 31, 2017.

The net proceeds from the term loan of $338.6 million, along with $7.9 million of cash, were set aside for a subsequent $346.5 million payment (which is occurring in stages) to certain equity holders and a related party. With the exception of the payments to the related party, which are related party expenses, the payments were accounted for as member distributions. As of December 31, 2017 and March 31, 2018 (unaudited), $337.2 million and $338.4 million,

F-28

respectively, of the reserved payment was paid in cash. The remaining $9.3 million and $8.1 million of the reserved payment was included within other liabilities and related party liabilities in the Consolidated Balance Sheets as of December 31, 2017 and March 31, 2018 (unaudited), respectively. The distribution to the Company’s unit holders and holders of profits interests was made on a basis generally proportionate to their equity interests in the Company. The Company’s members approved the Credit Agreement and the distribution of the proceeds of the original term loan to the Company’s unit holders, holders of profits interests and a related party. The purpose of the distribution was to provide a cash return on investment to the Company’s members and holders of profits interests.

Revolving loan facility. Under the revolving loan facility, revolving loans incur interest at our election at either (i) a base rate, which represents, for any day, a rate per annum equal to the greater of (a) the prime rate on such day, (b) the federal funds rate on such day plus ¹ / ₂ of 1.00%, and (c) the adjusted LIBOR for a one-month interest period on such day plus 1.00%, plus a margin of 3.00% per annum or (ii) an adjusted LIBOR rate, as discussed below, plus a margin of 4.00% per annum. If our first lien net leverage ratio, as discussed further below, is equal to or below 1.50 to 1.00, these interest margins are reduced to 2.75% and 3.75% for base rate loans and Eurodollar loans, respectively. As of December 31, 2017 and March 31, 2018 (unaudited), we had no borrowings under the revolving loan facility.

We are required to pay a quarterly commitment fee at a per annum rate of 0.50% on the daily unused amount of the revolving loan facility, inclusive of the aggregate amount available to be drawn under all outstanding letters of credit, of which there were none as of December 31, 2017 and $10 million as of March 31, 2018 (unaudited), as discussed further below. This rate is reduced to 0.375% for any quarterly period in which our first lien net leverage ratio is equal to or below 1.50 to 1.00. For the year ended December 31, 2017 and the three months ended March 31, 2018 (unaudited), we recognized $175 and $125, respectively, of commitment fees within interest expense in the Consolidated Statements of Operations.

Credit Agreement, as amended (unaudited)

In March 2018, we amended certain terms of our Credit Agreement.

Term loan. The Credit Agreement, as amended replaced the original term loan with a $400 million term loan (“modified term loan”) and extended the maturity date to March 29, 2025. Further, the interest margin on the modified term loan was reduced to 3.25% per annum. The effective interest rate on the modified term loan was 5.56% for the three months ended March 31, 2018 (unaudited) and will fluctuate based on market interest rates.

We contemporaneously settled the outstanding principal balance on the original term loan of $349.1 million with the issuance of the $400 million modified term loan. An original issuance discount of $1.0 million was reported in the Consolidated Balance Sheets as a direct deduction from the face amount of the modified term loan. Therefore, the gross proceeds of the modified term loan were $399.0 million. The proceeds from the modified term loan were primarily used to repay the outstanding principal balance on the original term loan, $1.6 million of accrued interest on the original term loan, and to pay $1.1 million of third party costs, including legal and debt arrangement costs, which were immediately expensed and recorded within general and administrative expense in the Consolidated Statements of Operations on the modification date. The remaining proceeds may be designated for a special distribution to certain equity holders or may be used for general corporate purposes, which use will be determined at a future date at the Company’s discretion.

In accordance with ASC 470, Debt , we accounted for the amendment as a debt modification. The modified term loan was determined to be not substantially different from the original term loan, as the present value of the cash flows of the modified term loan was less than 10 percent different

F-29

from the present value of the remaining cash flows under the terms of the original term loan. Therefore, the unamortized debt discount of $3.2 million and unamortized debt issuance costs of $7.3 million on the original term loan at the time of the debt modification, along with the $1.0 million debt discount on the modified term loan, will be amortized into interest expense over the remaining term of the modified term loan using the effective interest method.

Key details of the term loans are as follows:


Description	Amount Outstanding
Description	December 31, 2017 ⁽¹⁾				December 31, 2016			March 31, 2018 ⁽¹⁾
								(unaudited)
Term loan, face value ⁽²⁾		$	349,125			$	—		$	400,000
Unamortized debt discount ⁽³⁾			(3,321	)			—			(4,192	)
Unamortized debt issuance costs ⁽³⁾			(7,541	)			—			(7,253	)

Term loan		$	338,263			$	—		$	388,555

⁽¹⁾

Amounts reported reflect details of the original term loan as of December 31, 2017 and details of the modified term loan as of March 31, 2018 (unaudited).

⁽²⁾

The principal balance of the original term loan was scheduled to be repaid on a quarterly basis at an amortization rate of 0.25% per quarter. We made the first principal payment in December 2017. The principal balance of the modified term loan is scheduled to be repaid on a quarterly basis at an amortization rate of 0.25% per quarter, with the balance due at maturity. We did not make a principal payment as of March 31, 2018 (unaudited). For each of the next five years, principal repayments on the modified term loan are expected to be $4,000 (unaudited).

⁽³⁾

For the year ended December 31, 2017, $180 of debt discount and $408 of debt issuance costs were amortized into interest expense in the Consolidated Statements of Operations. For the three months ended March 31, 2018 (unaudited), $128 of debt discount and $289 of debt issuance costs were amortized into interest expense in the Consolidated Statements of Operations.

Revolving loan facility. Under the Credit Agreement as amended, the maturity date of the $100 million revolving loan facility was extended to March 29, 2023. Further, the interest margin applied to revolving loans that incur interest at a base rate was modified to 2.00% per annum and the margin applied to revolving loans that incur interest at an adjusted LIBOR rate was modified to 3.00% per annum. However, if our first lien net leverage ratio is equal to or above 1.50 to 1.00, these interest margins are raised to 2.25% and 3.25%, respectively. As of March 31, 2018 (unaudited), we had no borrowings under the revolving loan facility. Lastly, the Credit Agreement, as amended provided for a $10 million letter of credit, which, to the extent drawn upon, would reduce the amount of availability under the revolving loan facility by the same amount. The letter of credit was unused as of March 31, 2018 (unaudited). The provisions in the Credit Agreement around the commitment fee rates on the revolving loan facility (inclusive of the letter of credit), as disclosed above, were not changed.

Covenants

The Credit Agreement contains certain financial and non-financial covenants with which we must comply. The financial covenant requires a first lien net leverage ratio equal to or below 3.50 to 1.00 for any measurement date at which the principal amounts of outstanding revolving loans and letters of credit exceed 25% of the aggregate principal amount of the revolving loan facility. The first lien net leverage ratio is calculated as the ratio of (i) the aggregate principal amount of

F-30

indebtedness, minus the aggregate amount of consolidated cash (exclusive of restricted cash), as of the measurement date to (ii) consolidated EBITDA, as defined in the Credit Agreement, for the four prior quarters.

The non-financial covenants include, among other things, restrictions on indebtedness, liens, fundamental changes to the business (such as acquisitions, mergers, liquidations or changes in the nature of the business, asset dispositions, restricted payments, transactions with affiliates and other customary matters).

The Credit Agreement also includes various negative covenants, including one that restricts GS Holdings from making distributions unless certain financial tests are met. In general, GS Holdings is restricted from making distributions unless (a) after giving effect to the distribution it would have, as of a measurement date, a total net leverage ratio of no more than 3.00 to 1.00, and (b) the source of such distributions is retained excess cash flow, certain equity issuance proceeds and certain other sources. As of December 31, 2017 and March 31, 2018 (unaudited), GS Holdings is restricted from making certain distributions of more than $25.0 million and $103.9 million, respectively. Based on the future financial performance, the amount of unrestricted distributions may increase in future periods.

We were in compliance with all covenants, both financial and non-financial, as of December 31, 2017 and March 31, 2018 (unaudited).

Default Provisions

The Credit Agreement includes default events, in addition to noncompliance with the aforementioned covenants, which could require early payment and termination of the Credit Agreement, or similar actions. Default events include, but are not limited to, the following:

	•		Non-payment of scheduled principal or interest payments;
	•		Insolvency events;
	•		Invalidity of loan documents;
	•		Employee Retirement Income Security Act of 1974 (“ERISA”) events; and
	•		Change in control provisions

Any borrowings under the Credit Agreement are unconditionally guaranteed by our subsidiaries. Further, the lenders have a security interest in substantially all of the assets of GreenSky and the other guarantors thereunder.

Credit Facility

On February 10, 2017, GSLLC entered into an agreement (“Credit Facility Agreement”) for a two-year, $50 million bank revolving credit facility (“Credit Facility”), which was expandable, upon our request and successful syndication, to $100 million. The Credit Facility Agreement also allowed us to request the issuance of letters of credit denominated in United States dollars as the applicant thereof for the support of our or our subsidiaries’ obligations. In conjunction with the Credit Agreement, on August 25, 2017, we terminated the Credit Facility. We had no borrowings under the Credit Facility, nor requests for letters of credit during the year ended December 31, 2017.

During the year ended December 31, 2017, we recorded commitment fees on the daily unused amount of each lender’s commitment under the Credit Facility of $159, which were recorded within interest expense in the Consolidated Statements of Operations. Further, we recorded up-front and other fees associated with the Credit Facility within other assets in the Consolidated Balance Sheet, which were amortized on a straight-line basis over the remaining term of the Credit Facility into interest expense in the Consolidated Statements of Operations. For the year ended December 31, 2017, we recorded $99 of amortization of such fees within interest expense in the Consolidated

F-31

Statements of Operations. Upon termination of the Credit Facility Agreement, we incurred a loss on extinguishment of debt of $254 representing the unamortized deferred debt issuance costs at the date of termination, which was recorded within other gains/(losses) in the Consolidated Statements of Operations for the year ended December 31, 2017.

8. Other Liabilities

The following table details the components of other liabilities in the Consolidated Balance Sheets as of the dates indicated.


	December 31,						March 31,
	2017			2016			2018
							(unaudited)
Deferred lease liabilities		$	2,819			2,652		$	2,849
Transaction processing liabilities			16,435			2,847			16,158
Servicing liabilities ⁽¹⁾			2,071			—			2,187
Distributions payable			13,189			—			12,024
Accruals and other liabilities			4,327			3,545			5,481

Total other liabilities		$	38,841		$	9,044		$	38,699

⁽¹⁾

Refer to Note 1 and Note 3 for additional information on the servicing liabilities.

9. Permanent Equity (Deficit)

2018 Permanent Equity (Deficit) Activity (unaudited)

There were no equity related transactions during the first three months of 2018.

2017 Permanent Equity (Deficit) Activity

Effective August 24, 2017, the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. The exchange was accounted for as a common control transaction. As such, the ownership interest in GSLLC held by the Class A unit holders transferred to GS Holdings, which became the sole owner of GSLLC.

On July 1, 2017, we redeemed 620 Class A units from a former Class A member for a redemption price of $66 or $106.17 per unit. Also on this date, we redeemed 18,054 Class A units from a former Class A member, which was non-cash related due to a cashless Unit Option exercise. We paid $184 to settle tax obligations related to these Unit Options.

On December 7, 2017, we redeemed 1,946 and 200 Class A units from two former Class A members for a redemption price of $179 and $18, respectively, or $92.16 per unit.

2016 Permanent Equity (Deficit) Activity

On November 1, 2016, we redeemed 3,248 Class A units from a former Class A member for a redemption price of $345 or $106.17 per unit.

On December 1, 2016, we redeemed 4,380 Class A units from a former Class A member. The majority of this redemption was non-cash related due to a cashless Unit Option exercise during the period. Of this total redemption, 298 Class A units were redeemed using cash for a redemption price of $32 or $106.17 per unit.

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2015 Permanent Equity (Deficit) Activity

On June 24, 2015, we completed the sale of 105,263 Class A units for a purchase price of $10.0 million or $95.00 per unit.

Proceeds from the sale of Class A units were used by the Company to redeem Class A units from electing members based on a pro rata basis of relative ownership percentages. In conjunction with the issuance of Class A units, we incurred transaction related costs of $0.1 million, which consisted of legal fees. These costs were deferred and charged against paid-in capital.

On October 31, 2015, we redeemed 13,283 Class A units from a former Class A member for a redemption price of $1.0 million or $76.00 per unit.

Warrants

Warrant holders are not entitled to receive distributions. The Company’s warrants are exercisable upon meeting the vesting requirements.

On October 29, 2015, we issued warrants to one of our Class A members, which is also an affiliate of one of the members of the board of managers, to purchase up to 10,000 Class A units (equal to 0.1% of the issued and outstanding units of the Company as of that date). During 2017, all 10,000 of these warrants were exercised for Class A units.

On January 1, 2014, we issued warrants to an affiliate of one of the members of the board of managers to purchase up to 130,464 Class A units (equal to 0.8% of the issued and outstanding units of the Company as of that date). The exercise price of the warrants is $10.81 per Class A unit subject to adjustments, including for unit splits, combinations and reclassifications. The warrants vest ratably over five years and expire on December 31, 2023. In December 2017, these warrants were capped at $114.18 and 130,464 companion profits interests were issued at a threshold value of $114.18. We evaluated this modification in accordance with ASC 718, Compensation—Stock Compensation , and determined that there was no incremental share-based compensation expense to recognize as a result of this modification.

Distributions

On a quarterly basis, we pay tax distributions to eligible recipients on a pro rata basis. In certain circumstances, we also pay special distributions. Any distributions, other than tax distributions, require the approval of Class B unit holders if the Company would not have, after giving effect to the proposed distribution, minimum net cash of at least the greater of (a) $50 million and (b) the lesser of (i) six times the most recently completed fiscal quarter’s operating expenditures (as defined in the operating agreement), (ii) $100 million and (iii) the Class B Preference as of the time of determination.

See Note 7 to the consolidated financial statements for a discussion of distributions made during 2017 using the net proceeds from our original term loan.

In December 2017, the Company declared a $160.0 million special cash distribution to unit holders and holders of profits interests, of which $156.1 million was paid as of December 31, 2017 and March 31, 2018 (unaudited). During the years ended December 31, 2016 and 2015, we did not declare nor pay any special distributions.

Dilutive units

Dilutive units currently outstanding and reserved for future issuance were as follows as of the dates indicated.

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	December 31, 2017		March 31, 2018
			(unaudited)
Unit Options outstanding ⁽¹⁾		110,000		137,000
Profits interests outstanding ⁽²⁾		1,406,153		1,618,153
Warrants outstanding ⁽³⁾		—		—
Reserved for future grants		293,308		236,977

Total outstanding and reserved for future issuance		1,809,461		1,992,130

⁽¹⁾

Unit Options herein exclude Unit Options that were capped in 2015. Refer to Note 10 for additional information.

⁽²⁾

Profits interests herein include Unit Options and warrants that were capped in 2015 and 2017, respectively.

⁽³⁾

In December 2017, outstanding warrants of 130,464 were capped at a threshold price of $114.18, and 130,464 companion profits interests were issued. We evaluated this modification in accordance with ASC 718, Compensation—Stock Compensation , and determined that there were no incremental equity-based payments to non-employees to recognize as a result of this modification. Capped warrants and their related profits interest awards are aggregated to count as one unit against the authorization limit.

10. Share-Based Compensation

As of December 31, 2017 and March 31, 2018 (unaudited), we authorized 1.7 million and 1.9 million units, respectively, to be issued as Unit Options or profits interests to certain members of senior management and other key employees. As discussed in more detail below, certain Unit Options were capped on October 1, 2015 (“Capped Options”) and an equivalent number of profits interests were issued with a threshold value of $76.00 per unit, which represented the fair value of Company units as of that date. Capped Options and their related profits interest awards are aggregated to count as one unit against the authorization limit.

Unit Options

Unit Options granted by the Company are time-vested awards that vest ratably over a period of three to five years of continued employee or non-employee service, or cliff-vest at the end of a period of five years of continued employee service. The contractual term of all Unit Options is ten years from the grant date. Upon the exercise of Unit Options, the Company issues reserved Class A units.

Unit Option activity was as follows during the periods indicated:


	Year ended December 31,									Three months ended March 31, 2018
	2017			2016			2015
	Number of Unit Options			Number of Unit Options			Number of Unit Options			Number of Options			Weighted Average Exercise Price
										(unaudited)			(unaudited)
Outstanding at beginning of period		1,000,689			1,049,098			852,743			982,189			$	26.55
Granted ⁽¹⁾⁽²⁾		50,000			42,000			268,246			34,000				149.50
Exercised ⁽³⁾⁽⁴⁾		(20,200	)		(5,000	)		(14,918	)		—				N/A
Forfeited		(48,300	)		(85,409	)		(56,973	)		(25,000	)			60.72

Outstanding at end of period ⁽⁵⁾		982,189			1,000,689			1,049,098			991,189			$	29.90

Exercisable at end of period ⁽⁵⁾⁽⁶⁾		701,500			467,240			185,629			734,643			$	15.26

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	⁽¹⁾		There were no Unit Options granted to non-employee directors during the years ended December 31, 2017 and 2016 and the three months ended March 31, 2018 (unaudited). Unit Options granted during 2015 included 43,088 options granted to non-employee directors at an exercise price of $56.49.
	⁽²⁾		Weighted average grant-date fair value of Unit Options granted during the years ended December 31, 2017, 2016 and 2015 was $35.24, $40.46 and $14.29, respectively, and during the three months ended March 31, 2018 and 2017 (unaudited) was $48.80 and $49.92, respectively.
	⁽³⁾		The total intrinsic value of Unit Options exercised, which is defined as the amount by which the market value of the units on the date of exercise exceeds the exercise price, was $396, $98 and $913 as of December 31, 2017, 2016 and 2015, respectively. There were no Unit Options exercised during the three months ended March 31, 2018 and 2017 (unaudited).
	⁽⁴⁾		Employees paid $15, $0 and $64 during the years ended December 31, 2017, 2016 and 2015, respectively, to the Company to exercise Unit Options. There were no Unit Options exercised during the three months ended March 31, 2018 and 2017 (unaudited). In 2017, 20,000 Unit Options were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 1,946 Class A units. Additionally, 200 Class A units were issued related to the exercise of Unit Options. In 2016, the 5,000 Unit Options were exercised by means of a cashless net exercise procedure, which resulted in the issuance of 620 Class A units. In 2015, 14,918 Class A units were issued related to the exercise of Unit Options.
	⁽⁵⁾		The aggregate intrinsic value and weighted average remaining contractual terms of Unit Options outstanding and Unit Options exercisable were as follows as of the dates indicated:


	December 31,									March 31,
	2017			2016			2015			2018
										(unaudited)
Aggregate intrinsic value (in millions)
Unit Options outstanding		$	52.8		$	53.5		$	54.6		$	55.8
Unit Options exercisable		$	43.4		$	28.6		$	11.7		$	46.4
Weighted average remaining term (in years)
Unit Options outstanding			5.74			6.68			7.67			5.61
Unit Options exercisable			5.11			6.13			7.16			4.91

⁽⁶⁾

The total fair value, based on grant-date fair value, of Unit Options that vested was $1,446, $1,234 and $675 during the years ended December 31, 2017, 2016 and 2015, respectively, and $166 and $387 during the three months ended March 31, 2018 and 2017 (unaudited), respectively.

Compensation expense related to Unit Options is measured based on their grant-date fair values. We use a Black-Scholes options pricing model to determine the grant-date fair value of Unit Options.

F-35

The following inputs and assumptions were used to value the Unit Options as of the grant dates:


	Year ended December 31,			Three months ended March 31,
	2017	2016	2015	2018	2017
				(unaudited)	(unaudited)
Risk-free interest rate	2.03 – 2.23%	1.33 – 2.29%	1.67 – 2.10%	2.77 – 2.78%	2.23%
Expected unit volatility ⁽¹⁾	23.90 – 44.40%	40.90 – 44.40%	40.90 – 45.00%	25.70%	44.40%
Expected dividend yield	0%	0%	0 – 6.98%	0%	0%
Expected option life (in months) ⁽²⁾	78	78	72 – 78	78	78
Fair value of Unit Options	$26.86 – $49.92	$32.23 – $50.03	$12.12 – $33.29	$48.76 – $48.80	$49.92

	⁽¹⁾		We estimated volatility based on a peer group of payment processing public companies, as provided by an independent third party valuation specialist.
	⁽²⁾		We determined the expected life as the midpoint between the scheduled vesting and expiration dates of the awards, in accordance with the provisions of the Securities and Exchange Commission Staff Accounting Bulletin Topic 14, Share-Based Payment. We used the simplified method primarily due to having insufficient historical Unit Option exercise experience upon which to reasonably estimate an expected term.

Profits Interests

On October 1, 2015, we began to award profits interests to certain employees and non-employee directors. Profits interests are assigned a threshold value on the date of grant, which is generally equivalent to the fair value of our Class A units at the time of grant. The profits interests issued on October 1, 2015 were modifications of previously issued Unit Options. The Class A unit options remain outstanding, but were capped at a liquidation value of $76.00 per unit, meaning that the maximum proceeds received by Class A unit option holders at liquidation is limited to the difference between $76.00 per unit and the Class A unit strike price. We evaluated this modification in accordance with ASC 718, Compensation—Stock Compensation , and determined that there was no incremental share-based compensation expense to recognize as a result of this modification. Forty-one employees and two non-employees were affected by the modification.

Profits interests granted by the Company are time-vested awards that either vest ratably over a period of continued employee service or cliff-vest at the end of a period of continued employee service.

F-36

Profits interest activity was as follows during the periods indicated:


	Year ended December 31,								Three months ended March 31, 2018
	2017			2016			2015
	Number of Profits Interests			Number of Profits Interests			Number of Profits Interests		Number of Profits Interests			Weighted Average Threshold Price
									(unaudited)			(unaudited)
Outstanding at beginning of period		1,261,689			1,137,598			—		1,406,153			$	82.30
Granted ⁽¹⁾⁽²⁾		237,464			204,500			1,137,598		292,000				143.15
Forfeited		(93,000	)		(75,009	)		—		(80,000	)			93.22
Redeemed ⁽³⁾		—			(5,400	)		—		—				N/A

Outstanding at end of period ⁽⁴⁾⁽⁵⁾		1,406,153			1,261,689			1,137,598		1,618,153			$	92.74

⁽¹⁾

Profits interests granted during 2017 included 130,464 to a related party (that is an affiliate of a non-employee director) at a threshold price of $114.18, which is more fully discussed in Note 9 to the consolidated financial statements. Profits interests granted during 2015 included 86,576 granted to non-employee directors at a threshold price of $76.00.

⁽²⁾

Weighted average grant-date fair value of profits interests granted during the years ended December 31, 2017, 2016 and 2015 was $34.92, $31.91 and $28.89, respectively, and during the three months ended March 31, 2018 (unaudited) was $44.72. There were no profits interests granted during the three months ended March 31, 2017 (unaudited). For the year ended December 31, 2015, 1,007,598 of these awards were related to previously issued Unit Options.

⁽³⁾

During the year ended December 31, 2016, we redeemed 5,400 outstanding profits interests at a repurchase price of $106.17 per unit less the profits interest threshold value of $76.00 per unit. There were no profits interest redemptions during any of the remaining periods presented (March 31, 2018 was unaudited).

⁽⁴⁾

The intrinsic value and weighted average remaining contractual term of profits interests outstanding were as follows at the dates indicated:


	December 31,									March 31,
	2017			2016			2015			2018
										(unaudited)
Aggregate intrinsic value (in millions)		$	44.8		$	36.6		$	—		$	91.8
Weighted average remaining term (in years)			1.57			2.21			2.87			1.88

⁽⁵⁾

The total fair value based on grant-date fair value of profits interests that vested was $2,385, $751 and $0 during the years ended December 31, 2017, 2016 and 2015, respectively, and $57 and $115 during the three months ended March 31, 2018 and 2017 (unaudited), respectively.

Compensation expense related to profits interests is measured based on the grant-date fair value of the profits interests. We use a Black-Scholes options pricing model to determine the grant-date fair value of profits interests.

F-37

The following inputs and assumptions were used to value the profits interests (limited to profits interests without an associated Capped Option) as of the grant dates. There were no grants during the first three months of 2017 (unaudited).


	December 31,			March 31,
	2017	2016	2015	2018
				(unaudited)
Risk-free interest rate	1.80 – 2.18%	1.07 – 1.60%	1.67 – 1.70%	2.60 – 2.63%
Expected unit volatility ⁽¹⁾	23.90 – 24.80%	40.90 – 44.40%	40.90%	25.70%
Expected dividend yield	0%	0%	0%	0%
Expected life (in months) ⁽²⁾	60	60	60	54 – 60
Fair value of profits interests	$22.80 – $40.06	$28.12 – $43.03	$28.86 – $28.90	$39.23 – $59.08

	⁽¹⁾		We estimated volatility based on a peer group of payment processing public companies, as provided by independent third party valuation specialists.
	⁽²⁾		We determined the expected life to be equivalent to the vesting period.

We recorded share-based compensation expense of $3,951, $1,897 and $999 for the years ended December 31, 2017, 2016 and 2015, respectively and $1,001 and $595 for the three months ended March 31, 2018 and 2017 (unaudited), respectively, which is included within compensation and benefits expense in the Consolidated Statements of Operations. At March 31, 2018 (unaudited), unrecognized compensation costs related to non-vested Unit Options totaled $5.3 million, which will be recognized over a weighted average remaining requisite service period of 3.66 years. At March 31, 2018 (unaudited), unrecognized compensation costs related to non-vested profits interest awards totaled $19.6 million, which will be recognized over a weighted average remaining requisite service period of 4.37 years.

11. Commitments, Contingencies and Guarantees

Commitments

We primarily lease our premises under multi-year, non-cancelable operating leases with terms expiring through 2024, exclusive of renewal option periods. Our lease agreement expiring in 2024 also contains a renewal option, at our election, to extend the lease for five consecutive three-year periods. Base rent is subject to rent escalations on each annual anniversary from the lease commencement dates. Rental payments, as well as any step rent provisions specified in the lease agreements, are aggregated and charged evenly to expense over the lease term. Certain of these operating leases contain rent holidays and tenant allowances that may be applied toward leasehold improvements or other lease concessions. Capital improvement funding and other lease concessions provided by the landlord are recorded as a deferred liability and are amortized evenly over the lease term as a reduction of rent expense. In most circumstances, we expect that in the normal course of business, leases will be renewed or replaced by other leases.

Rent expense is recognized on a straight-line basis over the life of the lease and included within property, office and technology or related party expenses in the Consolidated Statements of Operations. Refer to Note 12 for additional information regarding office space leased from a related party. Rent expense was $2,972, $2,464 and $1,599 for the years ended December 31, 2017, 2016 and 2015, respectively, and $744 and $725 for the three months ended March 31, 2018 and 2017 (unaudited), respectively.

F-38

As of the dates presented, future minimum lease payments under our leases for the succeeding five fiscal years and thereafter are as follows:


	December 31, 2017
2018		$	3,213
2019			3,450
2020			3,533
2021			3,588
2022 and thereafter			4,075

Total minimum lease payments		$	17,859


	March 31, 2018
	(unaudited)
Remainder of 2018		$	2,626
2019			3,723
2020			3,815
2021			3,878
2022			2,827
2023 and thereafter			1,647

Total minimum lease payments		$	18,516

Our transaction processor imposes certain financial covenants upon our wholly owned subsidiary, GSLLC.

The financial covenants with our transaction processor apply only to GSLLC and include the following:

	•		Tangible net worth, as defined in the agreement, of no less than $7.5 million;
	•		Minimum aggregate net income of $5.0 million for the trailing four fiscal quarters, and
	•		Ratio of total liabilities to total equity not to exceed 3.00:1.00.

As of December 31, 2017 and 2016 and March 31, 2018 (unaudited), GSLLC was in compliance with all financial covenants.

As of December 31, 2017 and 2016 and March 31, 2018 (unaudited), our outstanding open and unused line of credit on approved loans was $9.9 million, $4.7 million and $4.1 million, respectively. We have not recorded a provision for these unfunded commitments, but believe we have adequate cash on hand to fund these commitments.

For certain Bank Partners, we maintain a restricted cash balance based on a contractual percentage of the total interest billed on outstanding deferred interest loans that are within the promotional period less previous FCR on such outstanding loans. The Company had $41.2 million and $44.7 million of restricted cash associated with this arrangement as of December 31, 2017 and March 31, 2018 (unaudited), respectively.

Contingencies

In limited instances, the Company may be subject to operating losses if we make certain errors in managing credit programs and we determine that a customer is not liable for a loan originated by a Bank Partner. We evaluated this contingency in accordance with ASC 450, Contingencies , and determined that it is reasonably possible that losses could result from errors in underwriting. However, in management’s opinion, it is not possible to estimate the likelihood or range of

F-39

reasonably possible future losses related to errors in underwriting based on currently available information. Therefore, we have not established a liability for this loss contingency.

Further, from time to time, we place Bank Partner loans on non-accrual and non-payment status (“Pended Status”) while we investigate consumer loan balance inquiries, which may arise from disputed charges related to work performed by third-party merchants. As of December 31, 2017 and 2016 and March 31, 2018 (unaudited), Bank Partner loan balances in Pended Status were $7.1 million, $6.0 million and $7.8 million, respectively. While it is management’s expectation that most of these loan balance inquiries will be resolved without incident, in certain instances we may determine that it is in the best interest of the consumer and Bank Partner for the Company to permanently reverse the loan balance and assume the economic responsibility for the loan balance itself. We record a liability for these instances. As of December 31, 2017 and 2016 and March 31, 2018 (unaudited), our liability for potential future losses was $2.0 million, $0.8 million and $1.2 million, respectively.

From time to time, we may become a party to civil claims and lawsuits. As of December 31, 2017 and March 31, 2018 (unaudited), we were not a party as a defendant to any litigation that we believed was material to our operations or results.

Financial guarantees

Under the terms of the contracts with our Bank Partners, a contractual percentage of the Bank Partners’ monthly originations and month-end outstanding portfolio balance is held and maintained in restricted, interest-bearing escrow accounts to serve as limited protection to the Bank Partners in the event of excess Bank Partner portfolio credit losses. The Company’s maximum exposure to Bank Partner portfolio credit losses is limited to the contractual restricted cash balance, which was $61.5 million, $39.0 million and $70.9 million as of December 31, 2017 and 2016 and March 31, 2018 (unaudited), respectively. The recorded fair value of the financial guarantee related to these contracts was $0.7 million, $0.7 million and $1.1 million as of December 31, 2017 and 2016 and March 31, 2018 (unaudited), respectively, which was recorded within other liabilities in the Consolidated Balance Sheets. Recorded financial guarantees are typically settled within one year of the initial measurement of the liability. In determining the measured liabilities, we consider a variety of factors, including historical experience and management’s expectations of current customer delinquencies converting into Bank Partner portfolio losses.

12. Related Party Transactions

We lease office space from a related party under common management control for which rent expenses are recognized within related party expenses in the Consolidated Statements of Operations. Total rent expenses related to this office space were $1,486, $1,135 and $1,136 for the years ended December 31, 2017, 2016 and 2015, respectively, and $372 and $373 for the three months ended March 31, 2018 and 2017 (unaudited), respectively. As of March 31, 2018 (unaudited), we had a $299 tenant allowance associated with this lease, which is presented within related party receivables in the Consolidated Balance Sheets.

We entered into loan agreements, most of which are non-interest bearing, with certain members of our management team for which the remaining outstanding balances will be forgiven ratably over designated periods based on continual employment with the Company. Pertinent details

F-40

of these arrangements and the remaining outstanding balances, which are presented within related party receivables in the Consolidated Balance Sheets, are as follows at the dates indicated:


Period Entered	Loan Amount			Period of Forgiveness	Outstanding Balance as of:
					December 31,						March 31, 2018
					2017			2016
											(unaudited)
August 2016 ⁽¹⁾		$	250	6 quarters		$	—		$	208		$	—
September 2016			125	30 months			60			111			48
November 2016			150	6 quarters			50			150			25
February 2017			75	6 quarters			38			—			25
July 2017			50	6 quarters			42			—			33
November 2017			20	4 quarters			20			—			15

						$	210		$	469		$	146

⁽¹⁾

The remaining outstanding balance was forgiven during 2017 upon the employee’s separation from the Company.

Equity-based payments to non-employees resulted in related party expenses of $285, $380 and $95 for the years ended December 31, 2017, 2016 and 2015, respectively, and $0 and $95 for the three months ended March 31, 2018 and 2017 (unaudited), respectively.

In December 2017, 130,464 warrants that were issued to an affiliate of one of the members of the board of managers were capped and companion profits interests were issued. Refer to Note 9 and Note 10 for additional information.

In August 2017, we incurred fees of $2,612 due to an affiliate of one of the members of the board of managers in connection with finalizing our August 2017 term loan transaction. These costs were not directly attributable to the original term loan and were, therefore, expensed as incurred, rather than deferred against the term loan balance. Of this amount, $1,509 was paid during 2017, $97 was paid during the first three months of 2018 (unaudited) and the remaining $1,006 is recorded within related party liabilities in the Consolidated Balance Sheets as of March 31, 2018 (unaudited).

In June 2017, the Company terminated a financing facility with one of its Class A members, who also serves on the Company’s board of managers. The outstanding loans under this facility were sold to another Bank Partner within our network that is not a related party and continue to be serviced by GreenSky.

In November 2016, we executed a $20.0 million Bank Partner agreement (“2016 Agreement”) with affiliates of two Class A members who serve on our board of managers. The agreement is structured similarly to the origination and servicing arrangements with the other Bank Partners, wherein the Company is required to hold restricted cash based on monthly originations and the month-end outstanding portfolio balance.

We are entitled to collect fixed servicing fees in conjunction with the 2016 Agreement. As of December 31, 2017 and 2016 and March 31, 2018 (unaudited), our related party Bank Partner facilities had committed balances in the aggregate of $11.7 million, $26.9 million and $10.9 million, respectively.

F-41

Consolidated Balance Sheets effects associated with our related party financing facilities were as follows at the dates indicated:


	December 31,						March 31,
	2017			2016			2018
							(unaudited)
Related party receivables ⁽¹⁾		$	8		$	10		$	12
Related party liabilities ⁽²⁾			445			1,054			466
Restricted cash			437			923			374

	⁽¹⁾		Receivables related to servicing and other.
	⁽²⁾		Related party liabilities primarily consisted of related party servicing payables at the respective reporting date.

Consolidated Statements of Operations effects associated with our related party financing facilities were as follows during the periods indicated:


	Year ended December 31,									Three months ended March 31,
	2017			2016			2015			2018			2017
										(unaudited)			(unaudited)
Servicing and other		$	146		$	47		$	123		$	28		$	79
Related party expenses ⁽¹⁾			428			163			305			211			43

⁽¹⁾

Expenses incurred related to related party financing facility credit losses.

13. Segment Reporting

We conduct our operations through a single operating segment and, therefore, one reportable segment. Operating segments are revenue-generating components of a company for which separate financial information is internally produced for regular use by the Chief Operating Decision Maker (“CODM”) to allocate resources and assess the performance of the business. Our CODM uses a variety of measures to assess the performance of the business; however, detailed profitability information of the nature that could be used to allocate resources and assess the performance of the business are managed and reviewed for the Company as a whole.

There are no significant concentrations by state or geographical location, nor are there any significant individual customer concentrations by balance.

14. Redeemable Preferred Units

Effective August 24, 2017, the equity holders of GSLLC exchanged their equity interests in GSLLC for equity interests in GS Holdings in proportion to their existing ownership interests. The exchange was accounted for as a common control transaction. As such, the ownership interests in GSLLC held by the Class B and Class C preferred unit holders were exchanged for equity interests in GS Holdings, which became the sole owner of GSLLC.

Class B Preferred Units

In the event of certain liquidity events, the Class B unit holders collectively are entitled to a liquidation preference prior to any distribution to the holders of any other equity securities. In the event of a “qualified public offering”, defined as a public offering at an effective price per unit of at least 150% of the initial Class B purchase price and receipt of gross proceeds greater than $150.0 million, the Class B liquidation preference is of no further effect. If a qualified public offering

F-42

or payment of the Class B liquidation preference has not occurred prior to October 31, 2019, each Class B unit holder, thereafter has the right, upon six months’ prior notice, to sell its Class B preferred units to the Company at a price equal to the original purchase price for the Class B preferred units ($300.0 million), adjusted for any previous non-tax member distributions to the Class B unit holders, if applicable. As of December 31, 2017 and March 31, 2018 (unaudited), the redemption amount of the Class B preferred units, which was adjusted for non-tax member distributions, was $215.8 million.

Class C Preferred Units

On December 15, 2017, we completed the sale of 1,010,199 Class C-1 preferred units for a purchase price of $200.0 million or $197.98 per unit. Proceeds from the sale were designated for general operating purposes. In conjunction with the issuance of Class C-1 preferred units, we incurred transaction related costs of $5.6 million, which consisted of investment banking and legal fees. These costs were deferred and charged against the carrying value of the Class C-1 preferred units.

On August 24, 2016, we completed the sale of 252,550 Class C-2 preferred units for a purchase price of $50.0 million or $197.98 per unit. Proceeds from the sale were used for general operating purposes. In conjunction with the issuance of Class C-2 preferred units, we incurred transaction related costs of $1.8 million, which consisted of investment banking and legal fees. These costs were deferred and charged against the carrying value of Class C-2 preferred units.

In the event of certain liquidity events, each holder of Class C-1 preferred units and Class C-2 preferred units (collectively, “Class C units”) is entitled to a liquidation preference equal to the original purchase price paid for its Class C units adjusted for any previous non-tax member distributions to the holder, following settlement of Class B unit holders’ liquidation preference but prior to any distribution to the holders of any other equity securities. In the event of an initial public offering, the Class C units will automatically convert into GS Holdings Class A units immediately prior to the initial public offering.

As it relates to the Class C-1 preferred units only, if an initial public offering occurs before December 15, 2018 and the issue price per share to the public is less than the Class C-1 purchase price adjusted for the cumulative amount of all prior non-tax member distributions, the Company must make the Class C-1 unit holder whole for such shortfall by issuing to the unit holder, at the Company’s election, either additional GS Holdings Class A units or GreenSky, Inc. common stock in an amount equal in value to such shortfall at the public per share price.

If an initial public offering or payment of the liquidation preference has not occurred prior to July 31, 2019, each Class C unit holder thereafter has the right to sell its Class C units. If such events have not occurred prior to July 31, 2021, each Class C unit holder thereafter has the right, upon six months’ prior written notice, to require the Company to redeem for cash all of the then-outstanding Class C units held by the unit holder at a price equal to the original purchase price paid by the holder for the Class C units, adjusted for any previous non-tax member distributions to the holder. As of December 31, 2017 and March 31, 2018 (unaudited), the redemption amounts of the Class C-1 and Class C-2 preferred units, which were adjusted for non-tax member distributions, were $191.4 million for Class C-1 preferred units and $43.0 million for Class C-2 preferred units.

15. Subsequent Events

Management of the Company performed an evaluation of subsequent events through March 27, 2018, which is the date the financial statements were issued.

F-43

Distributions

The Company finalized and paid certain member tax distributions as follows:


Date Finalized	Aggregate Amount
	(in millions)
January 12, 2018		$	15.8
March 15, 2018			1.7

Total		$	17.5

Sale of Charged-Off Receivables

In March 2018, the Company transferred our rights to Charged-Off Receivables with an aggregate unpaid balance of $38.6 million to a third party and a Bank Partner in exchange for a cash payment of $5.1 million based on the expected recovery rate of such loan receivables.

No other subsequent events were noted in management’s evaluation that would require disclosure.

Unaudited

Management of the Company performed an additional evaluation of subsequent events through May 4, 2018, which is the date the unaudited interim financial statements were issued.

Distributions

The Company finalized and paid certain member tax distributions as follows:


Date Finalized	Aggregate Amount
	(in millions)
April 6, 2018		$	17.9
April 15, 2018			0.3

Total		$	18.2

No other subsequent events were noted in management’s evaluation that would require disclosure.

F-44

Shares

GreenSky, Inc.

Class A Common Stock

PRELIMINARY PROSPECTUS


Goldman Sachs & Co. LLC		J.P. Morgan		Morgan Stanley


BofA Merrill Lynch		Citigroup		Credit Suisse		SunTrust Robinson Humphrey


Raymond James		Sandler O’Neill + Partners, L.P.		Fifth Third Securities		Guggenheim Securities

, 2018

Through and including (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotment or subscription.

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all costs and expenses, other than the underwriting discounts and commissions and financial advisory services fees payable by the registrant, in connection with the offer and sale of the securities being registered. All amounts shown are estimates except for the United States Securities and Exchange Commission (“SEC”) registration fee and the Financial Industry Regulatory Authority, Inc. (“FINRA”) filing fee.


	Amount
SEC registration fee		$	*
FINRA filing fee			*
listing fee			*
Printing expenses			*
Accounting fees and expenses			*
Legal fees, advisory fees and expenses			*
Transfer agent expenses			*
Miscellaneous expenses			*

Total		$	*

To be provided by amendment.

Item 14. Indemnification of Officers and Directors

Section 102 of the Delaware General Corporation Law (the “DGCL”) allows a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of the DGCL or obtained an improper personal benefit.

Section 145 of the DGCL provides, among other things, that the registrant may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding—other than an action by or in the right of the registrant—by reason of the fact that the person is or was a director, officer, agent or employee of the registrant, or is or was serving at the registrant’s request as a director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding. The power to indemnify applies (a) if such person is successful on the merits or otherwise in defense of any action, suit or proceeding, or (b) if such person acting in good faith and in a manner he or she reasonably believed to be in the best interest, or not opposed to the best interest, of the registrant, and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the registrant as well but only to the extent of defense expenses, including attorneys’ fees but excluding amounts paid in settlement, actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event of any adjudication of liability to the registrant, unless the court believes that in light of all the circumstances indemnification should apply.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the books containing minutes of the meetings of the board

II-1

of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

The registrant’s certificate of incorporation and bylaws, filed as Exhibits 3.1 and 3.2 hereto, respectively, provide that the registrant must indemnify its directors and officers to the fullest extent authorized by the DGCL or any other applicable law. In addition, the registrant intends to enter into separate indemnification agreements, filed as Exhibit 10.6 hereto, with its directors and executive officers, which would require the registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers to the fullest extent authorized by law. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of the registrant’s officers and directors for liabilities, including reimbursement of expenses incurred, arising under the United States Securities Act of 1933, as amended (the “Securities Act”). The registrant also intends to maintain director and officer liability insurance.

The form of Underwriting Agreement, to be filed as Exhibit 1.1 hereto, provides for indemnification by the underwriters of the registrant and the registrant’s officers and directors for certain liabilities, including liabilities arising under the Securities Act and affords certain rights of contribution with respect thereto.

Item 15. Recent Sales of Unregistered Securities

On July 20, 2017, the registrant issued 100 shares of the registrant’s common stock, par value $0.01 per share, to GreenSky, LLC for $10.00. The issuance of such shares of common stock was not registered under the Securities Act because the shares were offered and sold in a transaction exempt from registration under Section 4(a)(2) of the Securities Act.

In connection with the Reorganization Transactions, the registrant will issue shares of its Class B common stock, par value $0.01 per share, to the Continuing LLC Members and shares of its Class A common stock, par value $0.01 per share, to certain of the Original Profits Interests Holders and the equity holders of the Former Corporate Investors (as those terms are defined in the prospectus included in this registration statement). The issuance of such shares of Class A and Class B common stock will not be registered under the Securities Act because the shares will be offered and sold in transactions exempt from registration under Section 4(a)(2) of the Securities Act.

Item 16. Exhibits

(1) Exhibits:

The exhibit index immediately preceding the signature page hereto is incorporated herein by reference.

(2) Financial Statement Schedules:

All schedules have been omitted because they are not required or because the required information is given in the financial statements or notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates, or evidence of uncertificated securities, in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or

II-2

controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby further undertakes that:

	(1)		For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2)		For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

EXHIBIT INDEX


Exhibit number		Description
	1.1*	Form of Underwriting Agreement
	3.1**	Form of Certificate of Incorporation, to be effective upon completion of this offering
	3.2**	Form of Bylaws, to be effective upon completion of this offering
	4.1	Specimen Stock Certificate for shares of Class A common stock
	4.2**	Form of Registration Rights Agreement, to be effective upon completion of this offering
	4.3**	Form of Warrant held by QED Fund II, LP, as amended
	4.4**	Form of Incentive Units held by QED Fund II, LP
	5.1**	Form of opinion of Troutman Sanders LLP
	10.1	Form of Tax Receivable Agreement, to be effective upon completion of this offering
	10.2**	Form of Exchange Agreement, to be effective upon completion of this offering
	10.3	Operating Agreement of GreenSky Holdings, LLC, to be effective upon completion of this offering
	10.4+**	Employment Agreement, dated September 25, 2014, with David Zalik
	10.5+	Offer Letter, dated January 2, 2012, for Timothy D. Kaliban
	10.6**	Form of Indemnification Agreement with each of GreenSky, Inc.’s directors and executive officers
	10.7**	Credit Agreement, as amended, with JPMorgan Chase Bank, N.A.
	10.8**^	Loan Origination Agreement, as amended, with SunTrust Bank
	10.9**^	Servicing Agreement, as amended, with SunTrust Bank
	10.10**^	Loan Origination Agreement, as amended, with Regions Bank
	10.11**^	Servicing Agreement, as amended, with Regions Bank
	10.12**^	Loan Origination Agreement, as amended, with Synovus Bank
	10.13**^	Servicing Agreement, as amended, with Synovus Bank
	10.14**^	Loan Origination Agreement, as amended, with Fifth Third Bank
	10.14(a)^	Amendment No. 4 to Loan Origination Agreement with Fifth Third Bank
	10.15**^	Servicing Agreement with Fifth Third Bank

II-3


Exhibit number		Description
	10.16^	Co-Branded MasterCard Program Agreement, as amended, with Comdata Network, Inc.
	10.17^	Second Amended and Restated GreenSky Installment Loan Program Agreement, with THD At-Home Services, Inc. and Home Depot U.S.A., Inc.
	10.18	Phoenix Blackstone Center Lease, as amended, with Phoenix Blackstone, LLC
	10.19**	Purchase and Sale Agreement, dated November 30, 2016, by and among Robert Sheft, Robert Sheft 2012 Trust, Zalik Family Dynasty Trust I, LLC and GreenSky, LLC
	10.20**^	Servicing Agreement, dated November 30, 2016, by and among Robert Sheft, Robert Sheft 2012 Trust, Zalik Family Dynasty Trust I, LLC and GreenSky, LLC
	10.21**	Advisory Services Agreement, as amended, by and between QED Investors, LLC and GreenSky, LLC (formerly, GreenSky Trade Credit, LLC)
	10.22**+	Form of GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.22(a)+	Form of Incentive Stock Option Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.22(b)+	Form of Non-Qualified Stock Option Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.22(c)+	Form of Restricted Stock Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.22(d)+	Form of Restricted Stock Unit Agreement under GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan
	10.23+	Equity Incentive Plan, as amended
	10.24+	Form of GreenSky Holdings, LLC Class A Unit Option Agreement
	10.25+	Form of GreenSky Holdings, LLC Incentive Units Grant Agreement
	21.1**	List of subsidiaries of GreenSky, Inc.
	23.1	Consent of PricewaterhouseCoopers LLP as to GreenSky, Inc.
	23.2	Consent of PricewaterhouseCoopers LLP as to GreenSky Holdings, LLC
	23.3*	Consent of Troutman Sanders LLP (included in Exhibit 5.1)
	24.1**	Power of Attorney (included on the signature page of the registration statement)

To be filed by amendment.

Previously filed.

Management contract or compensatory plan or arrangement.

The registrant intends to seek confidential treatment with respect to certain portions of this exhibit.

Confidential treatment requested as to certain portions of this exhibit, which portions have been omitted and filed separately with the SEC.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atlanta, State of Georgia, on May 4, 2018.

GreenSky, Inc.
(Registrant)

By:

/s/ David Zalik

Name: David Zalik
Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on May 4, 2018.

Name		Title

/s/ David Zalik David Zalik		Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)

/s/ Robert Partlow Robert Partlow		Executive Vice President and Chief Financial Officer (principal financial and accounting officer)

* Joel Babbit		Director

* Gerald Benjamin		Director

* John Flynn		Director

* Gregg Freishtat		Director

* Nigel Morris		Director

* Robert Sheft		Director

*By:	/s/ Robert Partlow Robert Partlow Attorney-in-fact

II-5

Exhibit 4.1

SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN OTHER INFORMATION transferable on the books of the Corporation in person or by attorney upon surrender of this certificate duly endorsed or assigned. This Certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or as hereafter amended. This Certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, PAR VALUE OF $0.01 PER SHARE, OF GREENSKY, INC. EXECUTIVE VICE PRESIDENT CHIEF LEGAL OFFICER CHIEF EXECUTIVE OFFICER CUSIP 000000 000 GREENSKY, INC. DELAWARE “SPECIMEN” THIS CERTIFIES THAT IS THE OWNER OF 0000001 CORPORATE SEAL COUNTERSIGNED AND REGISTERED CONTINENTAL STOCK TRANSFER & TRUST COMPANY (New York, and N.Y.) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties IT TEN - as joint tenants with right of survivorship and not as tenants in common TTEE -trustee under Agreement dated UNIF GIFT MIN ACT- Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE. Shares of the common stock represented by this certificate and do hereby irrevocably constitute and appoint , attorney, to transfer the said stock on the books of the within-named corporation with full power of substitution in the premises. DATED NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever. SIGNATURE GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 10.1

TAX RECEIVABLE AGREEMENT

BY AND AMONG

GREENSKY, INC.,

GREENSKY HOLDINGS, LLC,

GREENSKY, LLC,

and

[THE UNDERSIGNED BENEFICIARIES],

Dated as of • , 2018

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (as it may be amended, restated, supplemented and/or otherwise modified from time to time, this “ Agreement ”), dated as of • , 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 Parent on [Date], as amended, with the Securities and Exchange Commission (Registration No. 333- •) (the “ Prospectus ”).

RECITALS

WHEREAS, as of [ --, 2018], Parent, the Company, GSLLC, the Sellers, the Blocker Corporations, the Blocker Corporation Owners, and certain other parties engaged in and completed the Reorganization Transactions;

WHEREAS, in connection with the Reorganization Transactions, the Company Units were recapitalized and the membership interests of the Company consist of a single class of common units (“ Company Common Units ”);

WHEREAS, immediately following the Reorganization Transactions the Company is treated as a partnership for U.S. federal income tax purposes;

WHEREAS, immediately following the Reorganization Transactions GSLLC is treated as an entity that is disregarded as separate from its owner (the Company) for U.S. federal income tax purposes;

WHEREAS, the Sellers include all the members of the Company (other than the Blocker Corporations) and, together with the Blocker Corporations, immediately prior to the Reorganization Transactions, hold all of the issued and outstanding Class A Units, Class B Units and Class C Units of the Company (the “ Company Units ”, and such members, the “ Company Members ”);

WHEREAS, in connection with the Offering pursuant to the Prospectus and after the Reorganization Transactions, Parent contributed cash to the Company in exchange for [--]% of the Common Company Units (the “ Contribution ”) and purchased [--]% of the Common Company Units from the Sellers (the “ Sale ”) and various other actions occurred;

WHEREAS, as a result of the Reorganization Transactions, Parent’s acquisition of Company Common Units and certain other transactions entered into in connection therewith, (i) Parent will be the managing member of the Company, (ii) Parent will directly and indirectly own

Company Common Units, and (iii) the Sellers, Blocker Corporations, Profits Interest Holders, and Warrant Holders will own the remaining issued and outstanding Company Common Units;

WHEREAS, pursuant to the Reorganization Transactions and the Exchange Agreement, the Company Common Units and Parent Class B Common Stock held by Sellers (other than Blocker Corporations), Profits Interest Holders, and Warrant Holders are exchangeable for Parent Class A Common Stock or cash in the manner set forth in the Exchange Agreement;

WHEREAS, the Blocker Corporations owned the rights to the Inherited Tax Attributes (as hereinafter defined) immediately prior to the Blocker Mergers;

WHEREAS, each Blocker Merger is intended to qualify as a reorganization within the meaning of Section 368 of the Code;

WHEREAS, for U.S. federal income tax purposes, it is intended that (a) the Sale shall give rise to Basis Adjustments (as defined below) (other than with respect to the Blocker Corporations) and generally shall be treated as a transfer of Company Common Units by each applicable Beneficiary to Parent and (b) the exchange of Company Common Units pursuant to the Exchange Agreement generally shall be treated as a sale by the Beneficiaries and as a purchase by Parent of Company Common Units, in each case described in Section 741 of the Code (including, for the avoidance of doubt, a disguised sale of the Company Common Units pursuant to Section 707(a)(2)(B) of the Code);

WHEREAS, the Company and each of its direct or indirect Subsidiaries (that is owned through a chain of pass-through entities) that is treated as a partnership for U.S. federal income tax purposes (collectively, the “ Company Group ”) will have in effect an election under Section 754 of the Code for the year of the Sale and for each Taxable Year in which an Exchange occurs;

WHEREAS, the Sale resulted in, and any Exchange (and the receipt of certain payments under this Agreement) may result in (i) an increase in Parent’s proportionate share of the existing tax basis of the assets owned by the Company Group and (ii) an adjustment in the tax basis of the assets of the Company Group reflected in that proportionate share as of the date of the Sale or the Exchange (such time, the “ Exchange Date ”), with a consequent impact on the taxable income subsequently derived therefrom; and

WHEREAS, the Parties to this Agreement desire to provide for certain payments and make certain arrangements with respect to any tax benefits to be derived by Parent and its subsidiaries (including the Company and its subsidiaries, as applicable and without duplication (but, in each case, only with respect to Taxes imposed on the Company that are allocable to Parent or to members of the consolidated, combined, affiliated or unitary group of which Parent is the common parent) as the result of the Sale, the Blocker Merger, the Exchanges and the making of payments under this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings.

“ Actual Interest Amount ” means the amount of any Extension Rate Interest calculated in respect of the Net Tax Benefit for a Taxable Year.

“ Actual Tax Liability ” means, with respect to any Taxable Year, the liability for Covered Taxes of Parent and its subsidiaries (including the Company and its subsidiaries, as applicable and without duplication (but, in each case, only with respect to Taxes imposed on the Company that are allocable to Parent or to members of the consolidated, combined, affiliated or unitary group of which Parent is the common parent) (a) appearing on Tax Returns of Parent for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

“ Advisory Firm ” means an accounting firm that is nationally recognized as being expert in Covered Tax matters, selected by Parent.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“ Agreed Rate ” means the Reference Rate plus 100 basis points.

“ Agreement ” is defined in the preamble to this Agreement.

“ Amended Schedule ” is defined in Section 2.6(b) of this Agreement.

“ Arbitrators ” is defined in Section 7.8(a) of this Agreement.

“ Attributable ” is defined in Section 3.1(b)(i) of this Agreement.

“ Attribute Limitations ” is defined in Section 2.4(a) of this Agreement.

“ Audit Committee ” means the audit committee of the Board.

“ Basis Adjustment ” means the increase or decrease to the tax basis of, or Parent’s share of the tax basis of, the Reference Assets (i) under Sections 734(b), 743(b), 754, and 755 (but, in each case, only to the extent that an Exchange or the Sale is treated as an event that gives rise to such adjustment) of the Code and, in each case, the comparable sections of U.S. state and local and foreign tax law (in situations where, following an Exchange, the Company remains in existence as an entity for Tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local and foreign tax law (in situations where, as a result of one or more Exchanges, the Company becomes an entity that is disregarded as separate from its owner for Tax purposes), in each case as a result of the Sale or any Exchange (and, without duplication, as a result of any basis adjustment to which Parent succeeds in

connection with the Sale or an Exchange, including pursuant to Proposed Treasury Regulations Section 1.743-1(f)(2) and any subsequent similar guidance and comparable sections of U.S. state and local income and franchise tax law) and, in each case, any payments made under this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange shall be determined without regard to any Pre-Exchange Transfer, and as if any such Pre-Exchange Transfer had not occurred.

“ Basis Schedule ” is defined in Section 2.3 of this Agreement.

“ Beneficial Owner ” means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security.

“ Beneficiaries ” is defined in the preamble to this Agreement.

“ Beneficiary Advisory Firm ” means an accounting firm that is nationally recognized as being expert in Covered Tax matters, selected by the Beneficiary Representative or the Significant Beneficiaries, as applicable; provided that such accounting firm shall be different from the accounting firm serving as the Advisory Firm.

“ Beneficiary Representative ” means SRS Acquiom.

“ Blocker Owner Advisory Firm ” means an accounting firm that is nationally recognized as being expert in Covered Tax matters, selected by the applicable Blocker Corporation Owner; provided that such accounting firm shall be different from the accounting firm serving as the Advisory Firm.

“ Blocker Corporations ” means Blocker One, Blocker Two, Blocker Three, and Blocker Four, collectively.

“ Blocker Corporation Owners ” means [proper legal names of owners of Blocker Corporations immediately prior to the Blocker Mergers], collectively.

“ Blocker Merger ” means the merger of each of the Blocker Corporations with and into a limited liability company subsidiary of Parent, with such subsidiary as the surviving entity, in accordance with a certain merger agreements dated ●, by and between a subsidiary of Parent and the respective Blocker Corporations in exchange for Class A Common Stock of Parent and the rights to payments of additional consideration as described in this Agreement.

“ Blocker Four ” means TPG Georgia BL LLC, a Delaware limited liability company.

“ Blocker One ” means Iconiq of G B Fund Blocker, Inc., a Delaware corporation.

“ Blocker Three ” means DST- GSky Investment Inc., a Delaware corporation.

“ Blocker Two ” means Iconiq of G-B Series Coinvest Fund Blocker, Inc., a Delaware corporation.

“ Board ” means the Board of Directors of Parent.

“ Business Day ” means any day excluding Saturday, Sunday and any day on which commercial banks in the State of New York are authorized by law to close.

“ Change of Control ” means the occurrence of any of the following events:

(1) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner of securities of Parent representing more than fifty percent (50%) of the combined voting power of Parent’s then outstanding voting securities;

(2) the shareholders of Parent approve a plan of complete liquidation or dissolution of Parent or there is consummated an agreement or series of related agreements for the sale or other disposition, directly, or indirectly, by Parent of all or substantially all of Parent’s assets (including a sale of assets of the Company), other than such sale or other disposition by Parent of all or substantially all of Parent’s assets to an entity at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by shareholders of Parent in substantially the same proportions as their ownership of Parent immediately prior to such sale;

(3) there is consummated a merger or consolidation of Parent or any direct or indirect subsidiary of Parent (including the Company) with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, either (x) the individuals constituting the Board immediately prior to the merger or consolidation do not constitute at least a majority of the Board surviving the merger or, if the surviving company is a subsidiary, the ultimate parent thereof, or (y) all of the Persons who were the respective Beneficial Owners of the voting securities of Parent immediately prior to such merger or consolidation do not Beneficially Own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the Person resulting from such merger or consolidation; or

(4) individuals who, as of the date hereof, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least two-thirds of the directors then comprising the Incumbent Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by Parent’s shareholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (or treated as such) shall be considered as though such individual was a member of the Incumbent Board (but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board).

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the Class A Common Stock and Class B common stock of Parent immediately prior to such transaction or series of transactions continue

to have substantially the same proportionate ownership in and voting control over, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of Parent immediately following such transaction or series of transactions.

“ Class A Common Stock ” means the Class A common stock, par value $0.01 per share, of GreenSky.

“ Class A Member ” means any Person who holds Class A Units or has become a substituted Class A Member pursuant to the Company LLC Agreement, and who has not ceased to be a Class A Member thereafter immediately prior to the Reorganization Transactions.

“ Class A Units ” means the Equity Securities of the Company designated as Class A Units pursuant to the Company LLC Agreement immediately prior to the Reorganization Transactions.

“ Class B Common Stock ” means the Class B common stock, par value $0.001 per share, of GreenSky.

“ Class B Member ” means any Person who holds Class B Units or has become a substituted Class B Member pursuant to the Company LLC Agreement, and who has not ceased to be a Class B Member thereafter immediately prior to the Reorganization Transactions.

“ Class B Units ” means the Equity Securities of the Company designated as Class B Units pursuant to the Company LLC Agreement immediately prior to the Reorganization Transactions.

“ Class C Member ” means any Person who holds Class C Units or has become a substituted Class C Member pursuant to the Company LLC Agreement, and who has not ceased to be a Class C Member thereafter immediately prior to the Reorganization Transactions.

“ Class C Units ” means the Equity Securities of the Company designated as Class C Units pursuant to the Company LLC Agreement immediately prior to the Reorganization Transactions.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any successor Law thereto.

“ Company ” is defined in the preamble to this Agreement.

“ Company Common Units ” is defined in the recitals to this Agreement.

“ Company Holders ” means the Blocker Corporations, Class A Members, Class B Members, Class C Members, Option Holders, Warrant Holders and Profits Interest Holders.

“ Company LLC Agreement ” means the Amended and Restated Operating Agreement of the Company, dated as of •, 2018, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

“ Company Members ” is defined in the recitals to this Agreement.

“ Company Unitholder ” means each holder of one or more Company Common Units that may from time to time by a party to the Exchange Agreement.

“ Company Units ” is defined in the recitals to this Agreement.

“ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Covered Tax ” means any and all U.S. federal, state, local and foreign tax, assessment or similar charge that is based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes and transaction taxes imposed in lieu of income taxes), and any interest imposed in respect thereof under applicable law.

“ Cumulative Net Realized Tax Benefit ” means, for a Taxable Year, the cumulative amount of Realized Tax Benefits for all Taxable Years of Parent, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

“ Default Rate ” means the Reference Rate plus 500 basis points.

“ Default Rate Interest ” is defined in Section 3.1(b)(iv) of this Agreement.

“ Depreciation ” is defined in Section 3.1(b)(i) of this Agreement.

“ Determination ” shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of U.S. state, local or foreign tax law, as applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for Covered Tax.

“ Dispute ” is defined in Section 7.8(a) of this Agreement.

“ Early Termination Effective Date ” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.

“ Early Termination Notice ” is defined in Section 4.3 of this Agreement.

“ Early Termination Payment ” is defined in Section 4.4(b) of this Agreement.

“ Early Termination Rate ” means the Long-Term Treasury Rate in effect on the applicable date plus 300 basis points.

“ Early Termination Reference Date ” is defined in Section 4.3 of this Agreement.

“ Early Termination Schedule ” is defined in Section 4.3 of this Agreement.

“ Equity Securities ” means (a) capital stock, partnership or membership interests or units (whether general or limited), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity or a right to control such entity, (b) subscriptions, calls, warrants, options, purchase rights or commitments of any kind or character relating to, or entitling any Person to acquire, any equity interest, (c) stock appreciation, phantom stock, equity participation or similar rights and (d) securities convertible into or exercisable or exchangeable for any equity interests.

“ Exchange ” means, with respect to any Beneficiary, an Exchange (as such term is defined in the Exchange Agreement) of Company Common Units owned by such Beneficiary, or any other direct or indirect acquisition by Parent or the Company from such Beneficiary of Company Common Units owned by such Beneficiary. The term “ Exchanged ” shall have correlative meaning.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor provisions thereto.

“ Exchange Agreement ” means that certain Exchange Agreement, dated as of the date hereof, by and among Parent, the Company, and Company Unitholders (including certain of the Beneficiaries), as such agreement may be amended, restated, supplemented and/or otherwise modified from time to time.

“ Exchange Date ” is defined in the preamble to this Agreement.

“ Expert ” is defined in Section 7.10 of this Agreement.

“ Extension Rate Interest ” means the interest calculated at the Agreed Rate from the due date (without extensions) for filing the U.S. federal income Tax Return of Parent for a Taxable Year until the date on which Parent makes a timely Tax Benefit Payment to the Beneficiary on or before a Final Payment Date as determined pursuant to Section 3.1(a) , calculated in respect of the Net Tax Benefit (including previously accrued Imputed Interest) for such Taxable Year. In the case of a Tax Benefit Payment made in respect of an Amended Schedule, the Extension Rate Interest means the interest calculated at the Agreed Rate from the date of such Amended Schedule becoming final in accordance with Section 2.6(b) until the Final Payment Date as determined pursuant to Section 3.1(a).

“ Final Payment Date ” means any date on which a payment is required to be made pursuant to this Agreement. For the avoidance of doubt, a Final Payment Date in respect of a Tax Benefit Payment is determined pursuant to Section 3.1(a) of this Agreement.

“ Hypothetical Tax Liability ” means, with respect to any Taxable Year, the liability of Parent and its subsidiaries (including the Company and its subsidiaries, as applicable and without duplication (but, in each case, only with respect to Taxes imposed on the Company that are allocable to Parent or to members of the consolidated, combined, affiliated or unitary group of which Parent is the common parent) that would arise in respect of Covered Taxes, using the same methods, elections, conventions and similar practices used on the actual relevant Tax Returns of Parent but (i) calculating depreciation, amortization, or other similar deductions, or otherwise calculating any items of income, gain, or loss, using the Non-Adjusted Tax Basis as

reflected on the Basis Schedule, including amendments thereto for such Taxable Year, (ii) excluding any deduction attributable to (a) Imputed Interest for such Taxable Year and (b) any Extension Rate Interest paid or accrued for such Taxable Year, and (iii) excluding any deductions or other offsets arising from the use of the Inherited Tax Attributes. For the avoidance of doubt, the Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any tax item (or portions thereof) that is attributable to any of the items described in clauses (i), (ii), and (iii) of the previous sentence. If all or a portion of the liability for Covered Taxes for the Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of such Taxable Year, such liability shall not be included in determining the Hypothetical Tax Liability unless and until there has been a Determination.

“ Imputed Interest ” is defined in Section 3.1(b)(iii) of this Agreement.

“ Independent Directors ” means the members of the Board who are “independent” under the standards set forth in Rule 10A-3 promulgated under the U.S. Securities Exchange Act of 1933, as amended, and the corresponding rules of the principal exchange, if any, on which the Class A Common Stock is traded or quoted.

“ Inherited Tax Attributes ” is defined in Section 2.4(a) of this Agreement.

“ Inherited Tax Attribute Schedule ” is defined in Section 2.4(b) of this Agreement.

“ IRS ” means the U.S. Internal Revenue Service.

“ Joinder ” means a joinder to this Agreement, in form and substance substantially similar to Exhibit B to this Agreement.

“ Joinder Requirement ” is defined in Section 7.6(a) of this Agreement.

“ LIBOR ” means during any period, a rate per annum equal to the ICE LIBOR rate for a period of one month (“ ICE LIBOR ”), as published on the applicable Reuters screen page (such page currently being the LIBOR01 page) (or such other commercially available source providing quotations of ICE LIBOR as may be designated by Parent from time to time) for deposits with a term equivalent to such period in dollars, determined as of approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such period, for dollar deposits (for delivery on the first day of such period).

“ Long-Term Treasury Rate ” means the Long-Term Composite Rate, which is the unweighted average of bid yields on all outstanding fixed-coupon bonds neither due nor callable in less than 10 years, as published by the U.S. Department of the Treasury or by any other publicly available source of such market rate.

“ Market Value ” means the “Value,” as defined in the Exchange Agreement.

“ Maximum Rate ” is defined in Section 7.17 of this Agreement.

“ Net Tax Benefit ” is defined in Section 3.1(b)(ii) of this Agreement.

“ Non-Adjusted Tax Basis ” means, for purposes of this Agreement, with respect to any Reference Asset at any time, the amount of tax basis that such asset would have had at such time if no Basis Adjustment had been made.

“ Objection Notice ” is defined in Section 2.6(a)(i) of this Agreement.

“ Outstanding Class A Stock ” means the aggregate number of shares of Parent Class A Common Stock issued and outstanding immediately prior to the Blocker Merger.

“ Parent ” is defined in the preamble to this Agreement.

“ Parent Class A Common Stock ” means Class A Common Stock of Parent, par value $0.01 per share.

“ Parent Class B Common Stock ” means Class B Common Stock of Parent, par value $0.01 per share.

“ Parent Letter ” means a letter prepared by Parent in connection with the performance of its obligations under this Agreement, which states that the relevant Schedules, notices or other information to be provided by Parent to the Beneficiaries, along with all supporting schedules and work papers, were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such Schedules, notices or other information were delivered by Parent to the Beneficiaries.

“ Parties ” means the parties named on the signature pages to this agreement and each additional party that satisfies the Joinder Requirement, in each case with their respective successors and assigns.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“ Pre-Exchange Transfer ” means any transfer of one or more Company Common Units (including upon the death of a Beneficiary or upon the issuance of Company Common Units resulting from the exercise of an option to acquire such Company Common Units) (i) that occurs prior to an Exchange of such Company Common Units and (ii) to which Section 743(b) of the Code applies.

“ Profits Interest ” means outstanding awards of profits interests in the Company.

“ Realized Tax Benefit ” means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability for such Taxable Year, provided, however , that for any Taxable Year in which (i) the Hypothetical Tax Liability is a negative number, the Realized Tax Benefit for such Taxable Year shall be zero, and (ii) if the Actual Tax Liability is a negative number, and the Hypothetical Tax Liability is a positive number, the Actual Tax Liability shall be deemed to equal zero for purposes of calculating the amount of the Realized Tax Benefit.. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or

similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination with respect to such Actual Tax Liability.

“ Realized Tax Detriment ” means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability for such Taxable Year; provided, however, that for any Taxable Year in which (i) the Actual Tax liability is a negative number, the Realized Tax Detriment for such Taxable Year shall be zero and (ii) if the Hypothetical Tax Liability is a negative number, and the Actual Tax Liability is a positive number, the Hypothetical Tax Liability shall be deemed to equal zero for purposes of calculating the amount of the Realized Tax Detriment for such Taxable Year. If all or a portion of the Actual Tax Liability for such Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination with respect to such Actual Tax Liability.

“ Reconciliation Dispute ” is defined in Section 7.10 of this Agreement.

“ Reconciliation Procedures ” is defined in Section 2.6 of this Agreement.

“ Reference Asset ” means any asset of the Company or any of its successors or assigns, whether held directly by the Company or indirectly by the Company through a member of the Company Group, at the time of the Sale or an Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the Code. Notwithstanding the foregoing, “Reference Asset” shall only include real property and other tangible and intangible property eligible for cost recovery pursuant to Sections 167, 168, or 197 of the Code.

“ Reference Rate ” means the Reference Rate Base plus the Reference Rate Spread.

“ Reference Rate Base ” means LIBOR during any period for which such rate is published in accordance with the definition thereof. If LIBOR ceases to be published in accordance with the definition thereof, the Company and the Beneficiary Representative shall work together in good faith to select a new Reference Rate with similar characteristics.

“ Reference Rate Spread ” means 0 basis points during any period for which LIBOR is published in accordance with the definition thereof. If LIBOR ceases to be published in accordance with the definition thereof, the Company and the Beneficiary Representative shall work together in good faith to select a new Reference Rate Spread, such that the Reference Rate is not materially changed (and in no event by more than 25 basis points) as a result of the selection of a new Reference Rate Base at the time of such selection.

“ Reorganization Agreement ” means that certain Reorganization Agreement, dated ●, by and between Parent, the Company and the other parties named therein.

“ Reorganization Transactions ” shall have the meaning ascribed to it in the Reorganization Agreement.

“ Sale ” is defined in the preamble to this Agreement. The term “ Sold ” shall have correlative meaning.

“ Schedule ” means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, or (iii) the Early Termination Schedule, and, in each case, any amendments thereto.

“ Sellers ” means, all of the members of the Company (other than the Blocker Corporations).

“ Senior Obligations ” is defined in Section 5.1 of this Agreement.

“ Share Schedule ” means the sharing percentage included on Exhibit A.

“ Significant Beneficiary ” means Financial Technology Investors, LLC, Founders Technology Investors, LLC, GS Investment Holdings, LLC and an Institutional Member (as such term is defined in the Company LLC Agreement).

“ Subsidiary ” means, with respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is the sole general partner interest, or managing member or similar interest, of such Person.

“ Subsidiary Stock ” means any stock or other equity interest in any subsidiary entity of Parent that is treated as a corporation for U.S. federal income tax purposes.

“ Tax Benefit Payment ” is defined in Section 3.1(b) of this Agreement.

“ Tax Benefit Schedule ” is defined in Section 2.5(a) of this Agreement.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to taxes (including any attached schedules), including any information return, claim for refund, amended return and declaration of estimated tax.

“ Taxable Year ” means a taxable year of Parent as defined in Section 441(b) of the Code or comparable section of U.S. state or local or foreign tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the closing date of the initial offering pursuant to the Prospectus.

“ Taxing Authority ” shall mean any domestic, foreign, national, federal, state, county, municipal, or local government, or any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, exercising regulatory or other authority in relation to tax matters.

“ Termination Objection Notice ” is defined in Section 4.3 of this Agreement.

“ Treasury Regulations ” means the final, temporary, and (to the extent they can be relied upon) proposed regulations under the Code, as promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period.

“ Two-Thirds Beneficiary and Blocker Approval ” means written approval by the Beneficiaries and Blocker Corporation Owners whose rights under this Agreement are attributable to at least two-thirds (2/3) of the Company Common Units outstanding (and not held by Parent) immediately after completion of the Reorganization Transactions (as appropriately adjusted for any subsequent changes to the number of outstanding Company Common Units). For purposes of this definition, a Beneficiary’s and a Blocker Corporation Owner’s rights under this Agreement shall be attributed to Company Common Units as of the time of a determination of Two-Thirds Beneficiary and Blocker Approval. For the avoidance of doubt, with respect to the Beneficiaries, (i) an Exchanged or Sold Company Common Unit shall be attributed only to the Beneficiary entitled to receive Tax Benefit Payments with respect to such Exchanged or Sold Company Common Unit (i.e., the Exchangor or the assignee of its rights hereunder) and (ii) an outstanding Company Common Unit that has not yet been Exchanged or Sold shall be attributed only to the Beneficiary entitled to receive Tax Benefit Payments upon the Exchange of such Unit (i.e., the member of the Company or the assignee of its rights hereunder).

“ U.S .” means the United States of America.

“ Valuation Assumptions ” shall mean, as of an Early Termination Effective Date, the assumptions that:

(1) in each Taxable Year ending on or after such Early Termination Effective Date, Parent will have taxable income sufficient to fully use the deductions arising from the amount of available Inherited Tax Attributes (subject to any Attribute Limitations), Basis Adjustments and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available;

(2) the U.S. federal, state, local, and foreign income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Effective Date, except to the extent any change to such tax rates for such Taxable Year has already been enacted into law;

(3) any loss carryovers from a prior year generated by any Basis Adjustment, Imputed Interest (including such Basis Adjustment and Imputed Interest generated as a result of payments under this Agreement), or use of the Inherited Tax Attributes (subject to any Attribute Limitations) and available as of the date of the Early Termination Schedule will be deemed used by Parent on a pro rata basis from the date of the Early Termination Schedule through the scheduled expiration date of such loss carryovers or, if such carryforwards do not have an expiration date, over the 15-year period after such carryforwards were generated;

(4) any non-amortizable assets to which there has been a Basis Adjustment as a result of the Sale or an Exchange (other than any corporate stock, including Subsidiary Stock) will be disposed of on the earlier of (i) the fifteenth anniversary of the applicable Basis Adjustment and (ii) the Early Termination Effective Date for an amount sufficient to fully use the Basis Adjustments with respect to such assets, and any short-term investments (as defined by GAAP) will be disposed of twelve (12) months following the Early Termination Effective Date;

provided that in the event of a Change of Control which includes a taxable sale of any relevant asset, such asset shall be deemed disposed of at the time of the Change of Control (if earlier than such fifteenth anniversary or twelve (12) month period);

(5) any Subsidiary Stock will be deemed never to be disposed of;

(6) if, on the Early Termination Effective Date, any Beneficiary has Company Common Units that have not been Exchanged, then such Company Common Units shall be deemed to be Exchanged for the Market Value of the shares of Class A Common Stock that would be received by such Beneficiary if such Company Common Units had been Exchanged on the Early Termination Effective Date, and such Beneficiary shall be deemed to receive the amount of cash such Beneficiary would have been entitled to pursuant to Section 4.4(a) had such Company Common Units actually been Exchanged on the Early Termination Effective Date; and

(7) any payment obligations pursuant to this Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding any extensions.

“ Warrants ” means issued and outstanding warrants to purchase Class A Units.

1.2 Rules of Construction . Unless otherwise specified herein:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) For purposes of interpretation of this Agreement:

(i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision thereof.

(ii) References in this Agreement to a Schedule, Article, Section, clause or sub-clause refer to the appropriate Schedule to, or Article, Section, clause or subclause in, this Agreement.

(iii) References in this Agreement to dollars or “$” refer to the lawful currency of the United States of America.

(iv) The term “including” is by way of example and not limitation.

(v) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Unless otherwise expressly provided herein, (a) references to organization documents (including the Company LLC Agreement), agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted hereby; and (b) references to any law (including the Code and the Treasury Regulations) shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

ARTICLE II
DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT

2.1 Basis Adjustments . The Parties acknowledge and agree that for all tax reporting purposes (A) the Sale and each Exchange shall be treated as a transfer or sale, respectively, of Company Common Units by the applicable Beneficiary to Parent and (B) the Sale and each Exchange will give rise to a Basis Adjustment. The Basis Adjustment with respect to a Reference Asset (or applicable portions thereof, where the Basis Adjustment exceeds the basis adjustment under Section 732 or 743(b) of the Code) shall be recovered over the applicable period under applicable Law. Basis Adjustments reflecting Parent’s increased share of the Non-Adjusted Tax Basis in a Reference Asset shall be determined as of the Exchange Date and shall not be adjusted as a result of future changes to Parent’s ownership percentage in the Company. The Parties acknowledge and agree that (x) all payments to a Beneficiary with respect to the Sale or an Exchange pursuant to this Agreement (other than amounts treated as interest under the Code) will be treated as subsequent upward purchase price adjustments that have the effect of creating additional Basis Adjustments in respect of such Beneficiary in the year of payment and (y) as a result, such additional Basis Adjustments in respect of such Beneficiary will be incorporated into the current year calculation and into future year calculations, as appropriate under applicable law. For the avoidance of doubt, for U.S. federal income tax purposes, (A) payments made under this Agreement shall not be treated as resulting in a Basis Adjustment or as additional consideration described as “other property” in section 356 of the Code in each case to the extent such payments are treated as Imputed Interest or are Actual Interest Amounts and (B) payments made to a Blocker Corporation Owner under this Agreement shall be treated as additional consideration described as “other property” within the meaning of Section 356 of the Code pursuant to the applicable Blocker Merger.

2.2 The Company Section 754 Election . In its capacity as the sole managing member of the Company, Parent will ensure that, on and after the date hereof and continuing throughout the term of this Agreement, the Company and each of its direct and indirect Subsidiaries (that is owned through a chain of pass-through entities) that is treated as a partnership for U.S. federal income tax purposes will have in effect an election under Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law) for each Taxable Year.

2.3 Exchange Basis Schedule . Within ninety (90) calendar days after the filing of the U.S. federal income Tax Return of Parent for each relevant Taxable Year, Parent shall deliver to the Beneficiary Representative, for the benefit of each Beneficiary, a schedule (the “ Basis Schedule ”) that shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Non-Adjusted Tax Basis of the Reference Assets as of

each applicable Exchange Date; (b) the Basis Adjustments with respect to the Reference Assets as a result of the Sale (if effected in such Taxable Year) or the relevant Exchanges effected in such Taxable Year, calculated solely with respect to Exchanges or the portion of the Sale effected by the applicable Beneficiary; (c) the period (or periods) over which the Reference Assets are amortizable and/or depreciable; and (d) the period (or periods) over which each Basis Adjustment described in clause (b) is amortizable and/or depreciable. The Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.6(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.6(b) .

2.4 Inherited Tax Attributes .

(a) Consequences of the Blocker Merger . The parties hereto further acknowledge that the Blocker Corporations may have certain tax attributes at the time of such Blocker Merger to which Parent could inherit in the Blocker Merger under the Code or similar provisions of U.S. federal, state or local and foreign tax law arising from basis adjustments pursuant to Section 743 of the Code and the regulations thereunder. For this purpose, the term “ Inherited Tax Attributes ” with respect to a Blocker Corporation shall refer to the items of loss or deduction that will arise to the Blocker Corporation or its successor as a result of certain transactions that occurred prior to the IPO which increased the adjusted basis of property of the Company (or its predecessor) with respect to the Blocker Corporation (or its predecessor) pursuant to Sections 743(b), 755, 732, or 1012 of the Code; provided that such items will not constitute an Inherited Tax Attribute until such time as such items are available to be claimed as a loss or deduction for U.S. federal income tax purposes. The parties further acknowledge that, in the event that the Blocker Merger is effected, the Parent’s ability to utilize an Inherited Tax Attribute to offset its taxable income or to reduce its Tax payments may be limited under Sections 382, 383 and 384 of the Code or similar provisions of U.S. federal, state or local and foreign tax law (the “ Attribute Limitations ”).

(b) Inherited Tax Attribute Schedule Generally . Within 90 calendar days after filing its U.S. federal income Tax Return for the year in which the Blocker Merger occurred, Parent shall deliver to each Blocker Corporation Owner, a schedule (each, an “ Inherited Tax Attribute Schedule ”) that shows, in reasonable detail, for U.S. federal income tax purposes, (i) the amount of each Inherited Tax Attribute with respect to the relevant Blocker Corporation, separately stated to the extent relevant, (ii) the amount of each Attribute Limitation for the Blocker Corporation Owner, if any, separately stated to the extent relevant, and (iii) the amount of any “net unrealized built-in gain” or “net unrealized built-in loss” as defined in Section 382(h)(3) of the Code for the relevant Blocker Corporation. At the time Parent delivers the Inherited Tax Attribute Schedule to the Blocker Corporation Owner, it shall (x) deliver to the Blocker Corporation Owner supporting schedules and work papers, as determined by the Parent or requested by the Blocker Corporation Owner, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Inherited Tax Attribute Schedule and a letter from the Advisory Firm supporting such Inherited Tax Attribute Schedule and (y) allow the Blocker Corporation Owner reasonable access to the appropriate representatives at Parent, the Company, and the Advisory Firm in connection with its review of such schedule. Each Inherited Tax Attribute Schedule shall become final and binding on the parties unless the Blocker Corporation Owner, within thirty (30) calendar days after receiving its respective Inherited Tax Attribute Schedule, provides Parent with notice of a material objection

to such Inherited Tax Attribute Schedule made in good faith and in reasonable detail. If Parent and Blocker Corporation Owner, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within sixty (60) calendar days after such notice was delivered to Parent, Parent and Blocker Corporation Owner shall employ the Reconciliation Procedures.

(c) Amendments to Inherited Tax Attribute Schedule . Each Inherited Tax Attribute Schedule may be amended from time to time by Parent (i) in connection with a Determination, (ii) to correct inaccuracies to the original Inherited Tax Attribute Schedule identified after the date of the Blocker Merger as a result of the receipt of additional information or (iii) to comply with the expert’s determination under the Reconciliation Procedures. At the time Parent delivers such amended Inherited Tax Attribute Schedule to Blocker Corporation Owner, it shall (x) deliver to the Blocker Corporation Owner schedules and work papers providing reasonable detail regarding the preparation of the relevant amended Inherited Tax Attribute Schedule and a letter from the Advisory Firm supporting such amended Inherited Tax Attribute Schedule and (y) allow the Blocker Corporation Owner reasonable access to the appropriate representatives at Parent, the Company, and the Advisory Firm in connection with its review of such schedule. Parent shall provide an Amended Schedule to the Blocker Corporation Owner within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (iii) of the first sentence of this Section 2.4(c). Each amended Inherited Tax Attribute Schedule shall become final and binding on the parties unless the Blocker Corporation Owner, within thirty (30) calendar days after receiving such amended Inherited Tax Attribute Schedule, provides Parent with notice of a material objection to such amended Inherited Tax Attribute Schedule made in good faith and in reasonable detail. If Parent and Blocker Corporation Owner, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after such notice was delivered to Parent, Parent and the Blocker Corporation Owner shall employ the Reconciliation Procedures.

2.5 Tax Benefit Schedule .

(a) Tax Benefit Schedule . Within ninety (90) calendar days after the filing of the U.S. federal income Tax Return of Parent for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, Parent shall provide to the Beneficiary Representative and each Blocker Corporation Owner a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “ Tax Benefit Schedule ”) with respect to each Beneficiary and each Blocker Corporation Owner (which shall be prepared consistent with the Share Schedule included on Exhibit A). The Tax Benefit Schedules will become final and binding on the Parties pursuant to the procedures set forth in Section 2.6(a) , and may be amended by the Parties pursuant to the procedures set forth in Section 2.6(b) .

(b) Applicable Principles . Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability of Parent for such Taxable Year attributable to the Basis Adjustments, Imputed Interest and Extension Rate Interest, and the Inherited Tax Attributes as determined using a “with and without” methodology described in Section 2.6(a) . For the avoidance of doubt, the actual Covered Tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest under

the Code based upon the characterization of the Tax Benefit Payment as additional consideration payable by the Company for the Company Common Units acquired in the Sale or an Exchange, or payable by Parent for the assets acquired pursuant to the Blocker Merger, as the case may be. Carryovers or carrybacks of any tax item attributable to any Basis Adjustment, Imputed Interest or Extension Rate Interest or the Inherited Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local and foreign tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Covered Tax item includes a portion that is attributable to the Basis Adjustment, Imputed Interest, or the Inherited Tax Attributes and another portion that is not, such portions shall be considered to be used in the order determined using such “with and without” methodology. The Parties agree that all Tax Benefit Payments attributable to the Sale or an Exchange will be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments for Parent beginning in the Taxable Year of payment, and as a result, such additional Basis Adjustments will be incorporated into such Taxable Year continuing for future Taxable Years until any incremental Basis Adjustment benefits with respect to a Tax Benefit Payment equals a de minimis amount. For the avoidance of doubt, the treatment of Tax Benefit Payments pursuant to the preceding sentence shall not apply to Tax Benefit Payments attributable to the Blocker Corporation Owner.

2.6 Procedures; Amendments .

(a) Procedures . Each time Parent delivers an applicable Schedule to the Beneficiary Representative or a Blocker Corporation Owner under this Agreement, including any Amended Schedule delivered pursuant to Section 2.6(b) , but excluding any Early Termination Schedule or amended Early Termination Schedule delivered pursuant to the procedures set forth in Section 4.2 , Parent shall also: (x) deliver supporting schedules and work papers, as determined by Parent or as reasonably requested by the Beneficiary Representative or Blocker Corporation Owner, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Schedule; (y) deliver a Parent Letter supporting such Schedule; and (z) allow the Beneficiary Representative and Blocker Corporation Owner and their respective advisors to have reasonable access at no cost to the appropriate representatives, as determined by Parent or as reasonably requested by the Beneficiary Representative or Blocker Corporation Owner, at Parent and the Advisory Firm in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, Parent shall ensure that any Tax Benefit Schedule that is delivered to the Beneficiary Representative or Blocker Corporation Owners, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax Liability of Parent for the relevant Taxable Year (the “with” calculation) and the Hypothetical Tax Liability of Parent for such Taxable Year (the “without” calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which the Beneficiary Representative and the Blocker Corporation Owner first received the applicable Schedule or amendment thereto unless:

(i) the Beneficiary Representative or any Blocker Corporation Owner within thirty (30) calendar days after receiving the applicable Schedule or amendment thereto,

provides Parent with (A) written notice of a material objection to such Schedule that is made in good faith and in reasonable detail (an “ Objection Notice ”); or

(ii) the Beneficiary Representative and each of the Blocker Corporation Owners provide a written waiver of its right to deliver an Objection Notice within the time period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the waivers from the Beneficiary Representative and Blocker Corporation Owners are received by Parent.

In the event that Beneficiary Representative or a Blocker Corporation Owner timely delivers an Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by Parent of the Objection Notice, Parent and the Beneficiary Representative and Blocker Corporation Owners shall employ the reconciliation procedures as described in Section 7.10 of this Agreement (the “ Reconciliation Procedures ”).

(b) Amended Schedule . The applicable Schedule for any Taxable Year may be amended from time to time by Parent: (i) in connection with a Determination affecting such Schedule; (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the Beneficiary Representative and Blocker Corporation Owners; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year; (v) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “ Amended Schedule ”). Parent shall provide an Amended Schedule to the Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a) , the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executed.

2.7 Significant Beneficiaries . For the purposes of Sections 2.3, 2.5 and 2.6 of this Agreement, a Significant Beneficiary shall have the same procedural rights and obligations as the Beneficiary Representative and Parent shall have the same procedural duties and obligations to a Significant Beneficiary as it does to the Beneficiary Representative.

ARTICLE III
TAX BENEFIT PAYMENTS

3.1 Payments .

(a) Timing of Payments . Subject to Sections 3.2 and 3.3 , within five (5) Business Days following the date on which each Tax Benefit Schedule that is required to be delivered by Parent to the Beneficiaries pursuant to Section 2.5(a) of this Agreement becomes final in accordance with Section 2.6(a) of this Agreement (such date, a “ Final Payment Date ” in respect of any applicable Tax Benefit Payment), unless required pursuant to the last sentence of this Section 3.1(a) , Parent shall pay to each relevant Beneficiary the Tax Benefit Payment as determined pursuant to Section 3.1(b) . Subject to Sections 3.2 and 3.3, within five (5) Business Days following the date on which each Inherited Tax Attribute Schedule that is required to be delivered by Parent to the Blocker Corporation Owner pursuant to Section 2.4(b) and Section 2.4(c) of this Agreement becomes final in accordance with Section 2.4(b) or Section 2.4(c) of this Agreement, as applicable (such date, a “Final Payment Date” in respect of any applicable Tax Benefit Payment), unless required pursuant to the last sentence of this Section 3.1(a), Parent shall pay to each relevant Blocker Corporation Owner the Tax Benefit Payment as determined pursuant to Section 3.1(b). Each Tax Benefit Payment made pursuant to this Section 3.1(a) shall be made by wire transfer of immediately available funds to the bank account previously designated by such Beneficiary or Blocker Corporation Owner, as the case may be, or as otherwise agreed by Parent and such Beneficiary or Blocker Corporation Owner, as the case may be. For the avoidance of doubt, neither the Beneficiaries nor the Blocker Corporation Owners shall be required under any circumstances to return any portion of any Tax Benefit Payment previously paid by Parent to the Beneficiaries or Blocker Corporation Owners, as the case may be (including any portion of any Early Termination Payment).

(b) Amount of Payments . For purposes of this Agreement, a “ Tax Benefit Payment ” with respect to any (i) Beneficiary means an amount, not less than zero, equal to the sum of: (A) the Net Tax Benefit that is Attributable to such Beneficiary and (B) the Actual Interest Amount in respect of such portion of Net Tax Benefit and (ii) Blocker Corporation Owner means an amount, not less than zero, equal to the sum of A) the Net Tax Benefit that is Attributable to such Blocker Corporation Owner in accordance with Section 3.1(b)(i)(B) hereof and (B) the Actual Interest Amount in respect of such portion of Net Tax Benefit.

(i) Attributable. The portion of any Net Tax Benefit of Parent that is “Attributable” to any Beneficiary shall be determined by reference to the assets from which arise the depreciation, amortization or other similar deductions for recovery of cost or basis (“Depreciation”) and the Inherited Tax Attributes, and the Imputed Interest that produce the Realized Tax Benefit, under the following principles:

(A) Any Realized Tax Benefit arising from a deduction to Parent with respect to a Taxable Year for Depreciation arising in respect of a Basis Adjustment to a Reference Asset is Attributable to a Beneficiary to the extent that the ratio of all Depreciation for the Taxable Year in respect of Basis Adjustments resulting from the portion of the Sale and from all Exchanges effected by such Beneficiary bears to the aggregate of all Depreciation for the Taxable Year in respect of Basis Adjustments resulting from all Exchanges by all Beneficiaries.

(B) Any Realized Tax Benefit arising from the use of an Inherited Tax Attribute of a Blocker Corporation is Attributable to a Blocker Corporation Owner of such Blocker

Corporation in proportion to such Blocker Corporation Owners’ ownership percentage reflected on Schedule [ ].

(C) Any Realized Tax Benefit arising from a deduction to the Corporation with respect to a Taxable Year in respect of Imputed Interest is Attributable to a Beneficiary that is required to include the Imputed Interest in income (without regard to whether such Beneficiary is actually subject to tax thereon).

(ii) Net Tax Benefit . The “ Net Tax Benefit ” for a Taxable Year equals the amount of the excess, if any, of (x) 85% of the Cumulative Net Realized Tax Benefit Attributable to Beneficiary or Blocker Corporation Owner as of the end of such Taxable Year over (y) the aggregate amount of all Tax Benefit Payments previously made to such Beneficiary or Blocker Corporation Owner under this Section 3.1. For the avoidance of doubt, if the Cumulative Net Realized Tax Benefit as of the end of any Taxable Year is less than the aggregate amount of all Tax Benefit Payments previously made to a Beneficiary or Blocker Corporation Owner, such Beneficiary shall not be required to return any portion of any Tax Benefit Payment previously made by Parent to such Beneficiary or Blocker Corporation Owner.

(iii) Imputed Interest . The principles of Sections 1272, 1274, or 483 of the Code, as applicable, and the principles of any similar provision of U.S. state and local law, will apply to cause a portion of any Net Tax Benefit payable by Parent to a Beneficiary or Blocker Corporation Owner under this Agreement to be treated as imputed interest (“ Imputed Interest ”). For the avoidance of doubt, the deduction for the amount of Imputed Interest as determined with respect to any Net Tax Benefit payable by Parent to a Beneficiary or Blocker Corporation Owner shall be excluded in determining the Hypothetical Tax Liability of Parent for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.

(iv) Default Rate Interest . In the event that Parent does not make timely payment of all or any portion of a Tax Benefit Payment to a Beneficiary or Blocker Corporation Owner on or before a Final Payment Date as determined pursuant to Section 3.1(a) , the amount of “ Default Rate Interest ” calculated in respect of the Net Tax Benefit (including previously accrued Imputed Interest and Extension Rate Interest) for a Taxable Year will equal interest calculated at the Default Rate from a Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which Parent makes such Tax Benefit Payment to such Beneficiary or Blocker Corporation Owner. For the avoidance of doubt, the amount of any Default Rate Interest as determined with respect to any Net Tax Benefit payable by Parent to a Beneficiary or Blocker Corporation Owner shall be excluded in the Hypothetical Tax Liability of Parent for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.

(v) Value . Parent, the Beneficiaries and Blocker Corporation Owners hereby acknowledge and agree that, as of the date of this Agreement and as of the date of the Sale and any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income or other applicable tax purposes.

(c) Interest . The provisions of Section 3.1(b) are intended to operate so that interest will effectively accrue in respect of the Net Tax Benefit for any Taxable Year as follows:

(i) first, at the applicable rate used to determine the amount of Imputed Interest under the Code (from the relevant Exchange Date until the due date (without extensions) for filing the U.S. federal income Tax Return of Parent for such Taxable Year);

(ii) second, at the Agreed Rate in respect of any Extension Rate Interest (from the due date (without extensions) for filing the U.S. federal income Tax Return of Parent for such Taxable Year until a Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a)) ; and

(iii) third, at the Default Rate in respect of any Default Rate Interest (from a Final Payment Date for a Tax Benefit Payment as determined pursuant to Section 3.1(a) until the date on which Parent makes the relevant Tax Benefit Payment to a Beneficiary or Blocker Corporation Owner).

(iv) For the avoidance of doubt, interest that accrues pursuant to Sections 3.1(c)(ii) and 3.1(c)(iii) hereof shall not be treated as interest for Tax purposes but shall instead be treated as additional consideration payable by the Company for the Company Common Units acquired in the Sale or an Exchange, or the assets acquired pursuant to the Blocker Merger, as the case may be, unless otherwise required by applicable law.

3.2 No Duplicative Payments . It is intended that the provisions of this Agreement will not result in the duplicative payment of any amount (including interest) that may be required under this Agreement, and the provisions of this Agreement shall be consistently interpreted and applied in accordance with that intent. For purposes of this Agreement, and also for the avoidance of doubt, no Tax Benefit Payment shall be calculated or made in respect of any estimated tax payments, including any estimated U.S. federal income tax payments.

3.3 Pro-Ration of Payments as Between the Beneficiaries and Blocker Corporation Owners; Coordination of Benefits .

(a) Insufficient Taxable Income . Notwithstanding anything in Section 3.1(b) to the contrary, if the aggregate potential Covered Tax benefit of Parent as calculated with respect to the Basis Adjustments, the Inherited Tax Attributes, and Imputed Interest (in each case, without regard to the Taxable Year of origination) permitted to be utilized in a particular Taxable Year is limited in such Taxable Year because Parent does not have sufficient actual taxable income or otherwise pursuant to applicable law, then the available Covered Tax benefit for Parent shall be allocated among the Beneficiaries or Blocker Corporation Owners, as the case may be, in proportion to the respective Tax Benefit Payment that would have been payable if Parent had in fact had sufficient taxable income so that there had been no such limitation.

(b) Pro-Rata Payments . After taking into account Section 3.3(a), if for any reason Parent does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then (i) Parent shall pay the same proportion of each Tax Benefit Payment due to each Beneficiary or Blocker Corporation Owner in respect of such Taxable Year, without favoring one obligation over the other, and (ii)

no Tax Benefit Payment shall be made in respect of any Taxable Year until all Tax Benefit Payments in respect of prior Taxable Years have been made in full.

(c) Late Payments . If for any reason Parent is not able to timely and fully satisfy its payment obligations under this Agreement in respect of a particular Taxable Year, then Default Rate Interest will begin to accrue pursuant to Section 5.2 .

(d) Excess Payments . To the extent Parent makes a payment to a Beneficiary or Blocker Corporation Owner in respect of a particular Taxable Year under Section 3.1(a) of this Agreement (taking into account Section 3.3(a) and (b), but excluding payments attributable to Accrued Amounts) in an amount in excess of the amount of such payment that should have been made to such Beneficiary or Blocker Corporation Owner in respect of such Taxable Year, then (i) such Beneficiary or Blocker Corporation Owner shall not receive further payments under Section 3.1(a) until such Beneficiary or Blocker Corporation Owner has foregone an amount of payments equal to such excess and (ii) Parent will pay the amount of such Beneficiary’s or Blocker Corporation Owner’s foregone payments to the other Persons to whom a payment is due under this Agreement in a manner such that each such Person to whom a payment is due under this Agreement, to the maximum extent possible, receives aggregate payments under Section 3.1(a) (taking into account Section 3.3(a) and (b), but excluding payments attributable to Accrued Amounts) in the amount it would have received if there had been no excess payment to such Beneficiary or Blocker Corporation Owner.

ARTICLE IV
TERMINATION

4.1 Termination . Unless terminated earlier pursuant to Section 4.2 , this Agreement will terminate when there is no further potential for a Tax Benefit Payment pursuant to this Agreement. Tax Benefit Payments under this Agreement are not conditioned on any Beneficiary or Blocker Corporation Owner retaining an interest in Parent, the Company, or any successor thereto.

4.2 Early Termination .

(a) Parent’s Early Termination Right . With the written approval of a majority of the Independent Directors, Parent may completely terminate this Agreement, as and to the extent provided herein, with respect to all amounts payable to the Beneficiaries or Blocker Corporation Owners pursuant to this Agreement by paying to the Beneficiaries or Blocker Corporation Owners the Early Termination Payment; provided that Early Termination Payments may be made pursuant to this Section 4.2(a) only if made to all Beneficiaries or Blocker Corporation Owners that are entitled t o such a payment simultaneously; provided further, that Parent may withdraw any notice to execute its termination rights under this Section 4.2(a) prior to the time at which any Early Termination Payment has been paid. Upon Parent’s payment of the Early Termination Payment, Parent shall not have any further payment obligations under this Agreement, other than with respect to any: (i) prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of the Early Termination Notice; and (ii) current Tax Benefit Payment due for the Taxable Year ending on or including the date of the Early Termination Notice (except to the extent that the amount described in clause (ii)

is included in the calculation of the Early Termination Payment). If an Exchange subsequently occurs with respect to Company Common Units for which Parent has exercised its termination rights under this Section 4.2(a) , Parent shall have no obligations under this Agreement with respect to such Exchange.

(b) Acceleration Upon Change of Control . In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by Parent and the Beneficiaries or Blocker Corporation Owners as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.3 and 4.4 shall apply to a Change of Control, mutadis mutandi .

(c) Acceleration Upon Breach of Agreement . In the event that Parent materially breaches any of its material obligations under this Agreement, whether as a result of failure to make any material payment due pursuant to this Agreement within three months of receiving written notice from the Beneficiary Representative or Blocker Corporation Owners of Parent’s such failure to timely pay, failure to honor any other material obligation required hereunder to the extent not cured within thirty (30) days of receiving written notice from any Beneficiary or Blocker Corporation Owner that is materially prejudiced by such failure, or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder shall be accelerated and become immediately due and payable upon notice of acceleration from a 10% Beneficiary or as a result of a Two-Thirds Beneficiary and Blocker Approval ( provided that in the case of any proceeding under the Bankruptcy Code or other insolvency statute, such acceleration shall be automatic without any such notice), and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such notice of acceleration (or, in the case of any proceeding under the Bankruptcy Code or other insolvency statute, on the date of such breach) and shall include, but not be limited to: (i) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the date of such acceleration; (ii) any prior Tax Benefit Payments that are due and payable under this Agreement but that still remain unpaid as of the date of such acceleration; and (iii) any current Tax Benefit Payment due for the Taxable Year ending with or including the date of such acceleration. For purposes of this Section 4.2(c) , and subject to the following sentence, the Parties agree that the failure to make any material payment due pursuant to this Agreement within three months of receiving written notice from the Beneficiary Representative or Blocker Corporation Owner of Parent’s such failure to timely pay shall be deemed to be a material breach of a material obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a material breach of a material obligation under this Agreement to make a payment due pursuant to this Agreement within three months of receiving such written notice. Notwithstanding anything in this Agreement to the contrary, it shall not be a material breach of a material obligation of this

Agreement if Parent fails to make any Tax Benefit Payment to the extent that Parent has insufficient funds, or cannot take commercially reasonable actions to obtain sufficient funds, to make such payment; provided that the interest provisions of Section 5.2 shall apply to such late payment (unless Parent does not have sufficient funds to make such payment as a result of limitations imposed by any Senior Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).

4.3 Early Termination Notice . If Parent chooses to exercise its right of early termination under Section 4.2 above, Parent shall deliver to the Beneficiaries and the Blocker Corporation Owners a notice of Parent’s decision to exercise such right (an “ Early Termination Notice ”) and a schedule (the “ Early Termination Schedule ”) showing in reasonable detail the calculation of the Early Termination Payment. Parent shall also (x) deliver supporting schedules and work papers, as determined by Parent or as reasonably requested by a Beneficiary or Blocker Corporation Owner, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Early Termination Schedule; (y) deliver a Parent Letter supporting such Early Termination Schedule; and (z) allow the Beneficiaries or Blocker Corporation Owners and their advisors to have reasonable access to the appropriate representatives, as determined by Parent or as reasonably requested by the Beneficiaries or Blocker Corporation Owner, at Parent and the Advisory Firm in connection with a review of such Early Termination Schedule. The Early Termination Schedule shall become final and binding on each Party forty-five (45) calendar days from the first date on which the Beneficiaries or Blocker Corporation Owners received such Early Termination Schedule unless:

(i) a Beneficiary or Blocker Corporation Owner, within forty-five (45) calendar days after receiving the Early Termination Schedule, provides Parent with (A) notice of a material objection to such Early Termination Schedule made in good faith and setting forth in reasonable detail such Beneficiary’s or Blocker Corporation Owner’s material objection (a “ Termination Objection Notice ”) and (B) a letter from a Beneficiary Advisory Firm or Blocker Owner Advisory Firm, as applicable, in support of such Termination Objection Notice; or

(ii) each Beneficiary or Blocker Corporation Owner provides a written waiver of such right of a Termination Objection Notice within the period described in clause (i) above, in which case such Early Termination Schedule becomes binding on the date the waiver from all Beneficiaries or Blocker Corporation Owners is received by Parent.

In the event that a Beneficiary or Blocker Corporation Owner timely delivers a Termination Objection Notice pursuant to clause (i) above, and if the Parties, for any reason, are unable to successfully resolve the issues raised in the Termination Objection Notice within thirty (30) calendar days after receipt by Parent of the Termination Objection Notice, Parent and such Beneficiary or Blocker Corporation Owner shall employ the Reconciliation Procedures. For the avoidance of doubt, and notwithstanding anything to the contrary herein, the expense of preparing and obtaining the letter from a Beneficiary Advisory Firm or Blocker Owner Advisory Firm referenced in clause (i) above shall be borne solely by such Beneficiary or Blocker Corporation Owner and Parent shall have no liability with respect to such letter or any of the expenses associated with its preparation and delivery. The date on which the Early Termination Schedule becomes final in accordance with this Section 4.3 shall be the “ Early Termination Reference Date .”

4.4 Payment upon Early Termination .

(a) Timing of Payment . Within five (5) Business Days after the Early Termination Reference Date, Parent shall pay to each Beneficiary or Blocker Corporation Owner an amount equal to the Early Termination Payment for such Beneficiary or Blocker Corporation Owner. Such Early Termination Payment shall be made by Parent by wire transfer of immediately available funds to a bank account or accounts designated by the Beneficiaries or Blocker Corporation Owners or as otherwise agreed by Parent and the Beneficiaries or Blocker Corporation Owners.

(b) Amount of Payment . The “ Early Termination Payment ” payable to a Beneficiary or Blocker Corporation Owner pursuant to Section 4.4(a) shall equal the present value, discounted at the Early Termination Rate as determined as of the Early Termination Reference Date, of all Tax Benefit Payments that would be required to be paid by Parent to such Beneficiary or Blocker Corporation Owner, whether payable with respect to Company Common Units that were Sold or Exchanged prior to the Early Termination Effective Date or on or after the Early Termination Effective Date, beginning from the Early Termination Effective Date and using the Valuation Assumptions. For the avoidance of doubt, an Early Termination Payment shall be made to each Beneficiary, regardless of whether such Beneficiary has Sold or Exchanged all of its Company Common Units as of the Early Termination Effective Date.

ARTICLE V
SUBORDINATION AND BREACH OF PAYMENT OBLIGATIONS

5.1 Subordination . Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by Parent to the Beneficiaries or the Blocker Corporation Owners under this Agreement shall rank subordinate and junior in right of payment to any principal, interest, or other amounts due and payable in respect of any obligations owed in respect of secured or unsecured indebtedness for borrowed money of Parent and its Subsidiaries (in all events, excluding any debt instruments between Parent and any of its Subsidiaries or Affiliates) (“ Senior Obligations ”) and shall rank pari passu in right of payment with all current or future unsecured obligations of Parent that are not Senior Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of the Beneficiaries or the Blocker Corporation Owners and Parent shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior Obligations. For the avoidance of doubt, notwithstanding the above, the determination of whether it is a breach of this Agreement if Parent fails to make any Tax Benefit Payment when due shall be governed by Section 4.2(c) .

5.2 Late Payments by Parent . Except as otherwise provided herein, the amount of all or any portion of any Tax Benefit Payment or Early Termination Payment not made to the Beneficiaries or Blocker Corporation Owners when due under the terms of this Agreement, whether as a result of Section 5.1 and the terms of the Senior Obligations or otherwise, shall be payable together with Default Rate Interest, which shall accrue beginning on a Final Payment Date and be computed as provided in Section 3.1(b)(iv) .

5.3 Right of Setoff . Notwithstanding any other provision of this Agreement, if a Beneficiary or a Blocker Corporation Owner owes any amounts to Parent, Parent may, without advance notice to or demand on such Beneficiary or Blocker Corporation Owner set-off or apply any such amounts against the Tax Benefit Payments otherwise payable to such Beneficiary or Blocker Corporation Owner under this Agreement.

ARTICLE VI
TAX MATTERS; CONSISTENCY; COOPERATION

6.1 Parent’s and the Company’s Tax Matters . Except as otherwise provided herein, Parent shall have full responsibility for, and sole discretion over, all Tax matters concerning Parent and the Company Group, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes, subject to a requirement that the Parent act in good faith in connection with its control of any matter which is reasonably expected to materially affect the Beneficiaries’ rights and obligations under this Agreement. Notwithstanding the foregoing, Parent shall notify the Beneficiary Representative, the Significant Beneficiaries and Blocker Corporation Owners of, and keep them reasonably informed with respect to, the portion of any tax audit of Parent or the Company, or any of the Company’s Subsidiaries, the outcome of which is reasonably expected to affect the Tax Benefit Payments payable to the Beneficiaries or Blocker Corporation Owners under this Agreement.

6.2 Consistency . All calculations and determinations made hereunder, including any Basis Adjustments, the Schedules, and the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies or positions taken by Parent and the Company on their respective Tax Returns. Each Beneficiary and Blocker Corporation Owner shall prepare its Tax Returns in a manner that is consistent with the terms of this Agreement, and any related calculations or determinations that are made hereunder, including the terms of Section 2.1 of this Agreement and the Schedules provided to the Beneficiaries and Blocker Corporation Owners under this Agreement unless otherwise required by applicable Law. In the event that an Advisory Firm is replaced with another Advisory Firm acceptable to the Audit Committee, such replacement Advisory Firm shall perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or unless Parent, the Beneficiary Representative, the Significant Beneficiaries and Blocker Corporation Owners agree to the use of other procedures and methodologies.

6.3 Cooperation . Each Beneficiary and Blocker Corporation Owner shall (a) furnish to Parent in a timely manner such information, documents and other materials as Parent may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority, (b) make itself available to Parent and its representatives to provide explanations of documents and materials and such other information as Parent or its representatives may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and Parent shall reimburse any Beneficiary or Blocker Corporation Owner for any reasonable third-party costs and expenses incurred by such Beneficiary or Blocker Corporation Owner pursuant to this Section 6.3 .

6.4 Pre-Transactions Tax Records . Parent and its advisors may rely on all Tax Returns of the Company that were prepared and filed prior to completion of the Reorganization Transactions and may assume in good faith that all such Tax Returns are correct, complete and accurate unless otherwise established by a Determination.

6.5 Tax Treatment of Beneficiary Rights . The Parties acknowledge and hereby agree to treat for all tax reporting purposes any payments made to a Beneficiary under this Agreement: (i) such payments arising from the Sale, as money received within the meaning of Section 351(b)(1) of the Code, and (ii) such payments arising from an Exchange, as money received within the meaning of Section 1001(b) of the Code for the applicable Company Common Units exchanged by such Beneficiary in such Exchange, in each case, except with respect to Imputed Interest. The Parties shall for all tax reporting purposes treat such payments consistently with this Section 6.5 except upon a contrary final determination by an applicable taxing authority.

6.6 Tax Treatment of Blocker Corporation Owners Rights . The Parties acknowledge and hereby agree to treat for U.S. federal income tax purposes any payments made to a Blocker Corporation Owner under this Agreement as additional consideration described as “other property” within the meaning of Section 356 of the Code pursuant to the applicable Blocker Merger, except with respect to Imputed Interest. The Parties shall for all tax reporting purposes treat such payments consistently with this Section 6.6 except upon a contrary final determination by an applicable taxing authority.

ARTICLE VII
MISCELLANEOUS

7.1 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received (a) if delivered personally, on the date of delivery or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to Parent, to:

GreenSky, Inc.

5565 Glenridge Connector, Suite 700

Glenridge Highlands 2

Atlanta, GA 30342

Attention: Chief Legal Officer

Fax: (878) 839-1263

Email: steve.fox@greenskycredit.com

with a required copy (which shall not constitute notice) to:

Troutman Sanders LLP

600 Peachtree Street

NE Suite 5200

Atlanta, GA 30308

Attention: W. Brinkley Dickerson Jr.

Fax: (404) 962-6743

Email: brink.dickerson@troutmansanders.com

if to the Company, to:

GreenSky Holdings, LLC

5565 Glenridge Connector, Suite 700

Glenridge Highlands 2

Atlanta, GA 30342

Attention: Chief Legal Officer

Fax: (878) 839-1263

Email: steve.fox@greenskycredit.com

with a required copy (which shall not constitute notice) to:

Troutman Sanders LLP

600 Peachtree Street

NE Suite 5200

Atlanta, GA 30308

Attention: W. Brinkley Dickerson Jr.

Fax: (404) 962-6743

Email: brink.dickerson@troutmansanders.com

if to a Beneficiary or Blocker Corporation Owner, to the address and facsimile number set forth in the Company’s records, with a copy to the Beneficiary Representative (in the case of a Beneficiary). Any party may change its address by giving the other party written notice of its new address in the manner set forth above.

7.2 Counterparts . This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission or electronic mail shall be as effective as delivery of a manually signed counterpart of this Agreement.

7.3 Entire Agreement; No Third Party Beneficiaries . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

7.4 Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware, without regard to the conflicts of laws principles thereof that would mandate the application of the laws of another jurisdiction.

7.5 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

7.6 Successors; Assignment; Amendments; Waivers .

(a) Assignment . No Beneficiary or Blocker Corporation Owner may assign, sell, pledge, or otherwise alienate or transfer any interest in this Agreement, including the right to receive any Tax Benefit Payments under this Agreement, to any Person without (i) the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed, and which consent shall only be withheld if Parent determines and notifies such Beneficiary or Blocker Corporation Owner that, upon consultation with counsel, such transfer would (x) be prohibited by law, (y) result in a breach of any material agreement of Parent that is not entered into to frustrate the assignability of any interest in this Agreement, or (z) cause an unreasonable non-tax regulatory burden on Parent, and (ii) without such Person executing and delivering a Joinder agreeing to succeed to the applicable portion of such Beneficiary’s or Blocker Corporation Owner’s interest in this Agreement and to become a Party for all purposes of this Agreement (the “ Joinder Requirement ”); provided, however , that to the extent any Beneficiary sells, exchanges, distributes, or otherwise transfers Company Common Units to any Person (other than Parent or the Company) in accordance with the terms of the Exchange Agreement and/or Company LLC Agreement, the Beneficiaries shall have the option to assign to the transferee of such Company Common Units its rights under this Agreement with respect to such transferred Company Common Units; provided, further , that such transferee has satisfied the Joinder Requirement. For the avoidance of doubt, if a Beneficiary transfers Company Common Units in accordance with the terms of the Exchange Agreement and/or Company LLC Agreement but does not assign to the transferee of such Company Common Units its rights under this Agreement with respect to such transferred Company Common Units, such Beneficiary shall continue to be entitled to receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Company Common Units and such transferee may not enforce the provisions of Sections 2.6, 4.2, 6.1, and 6.2 herein. Notwithstanding any other provision of this Agreement, an assignee of only rights to receive a Tax Benefit Payment in connection with the Sale or an Exchange has no rights under this Agreement other than to enforce it right to receive a Tax Benefit Payment pursuant to this Agreement.

(b) Amendments . No provision of this Agreement may be amended unless such amendment is approved in writing by Parent and by the Beneficiaries or Blocker Corporation Owner who would be entitled to receive at least two-thirds of the Early Termination

Payments payable to all Beneficiaries or Blocker Corporation Owners hereunder if the Company had exercised its right of early termination under Section 4.2 on the date of the most recent Exchange prior to such Amendment (excluding, for purposes of this sentence, all payments made to any Beneficiary or Blocker Corporation Owner pursuant to this Agreement since the date of such most recent Exchange); provided that no such amendment shall be effective if such amendment will have a materially disproportionate effect on the payments certain Beneficiaries or Blocker Corporation Owners may receive under this Agreement unless at least two-thirds of such Beneficiaries or Blocker Corporation Owners materially disproportionately effected (with such two-thirds threshold being measured by the entitlement to Early Termination Payments as set forth in the preceding portion of this sentence) consent in writing to such amendment. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(c) Successors . All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the Parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. Parent shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Parent, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Parent would be required to perform if no such succession had taken place.

(d) Waiver . No failure by any Party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement, or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.

7.7 Titles and Subtitles . The headings and titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

7.8 Resolution of Disputes .

(a) Except for Reconciliation Disputes subject to Section 7.10 , any and all disputes which cannot be settled after substantial good-faith negotiation, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “ Dispute ”) shall be finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration by a panel of three arbitrators (the “ Arbitrators ”), of which Parent shall designate one Arbitrator and the Beneficiaries or Blocker Corporation Owners party to such Dispute shall designate one Arbitrator in accordance with the “screened” appointment procedure provided in Resolution Rule 5.4. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq ., and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of the arbitration shall be Wilmington, Delaware. The Arbitrators are not empowered to award

damages in excess of compensatory damages, and each Party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute.

(b) Notwithstanding the provisions of paragraph (a), any Party may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each Party (i) expressly consents to the application of paragraph (c) of this Section 7.8 to any such action or proceeding, and (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate. For the avoidance of doubt, this Section 7.8 shall not apply to Reconciliation Disputes to be settled in accordance with the procedures set forth in Section 7.10 .

(c) Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware or, if such Court declines jurisdiction, the courts of the State of Delaware sitting in Wilmington, Delaware, and of the U.S. District Court for the District of Delaware sitting in Wilmington, Delaware, and any appellate court from any thereof, in any action or proceeding brought in accordance with the provisions of Section 7.8(b) or any judicial proceeding ancillary to an arbitration or contemplated arbitration (including any proceeding to compel arbitration to obtain temporary or preliminary judicial relief in aid of arbitration or to confirm an arbitration award) arising out of or relating to this Agreement or for recognition or enforcement of any judgment, and each of the Parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Delaware State court or, to the fullest extent permitted by applicable law, in such U.S. District Court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(d) Each Party irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 7.8(c) . Each Party irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding in any such court.

(e) Each Party irrevocably consents to service of process by means of notice in the manner provided for in Section 7.1 . Nothing in this Agreement shall affect the right of any Party to serve process in any other manner permitted by law.

(f) WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

7.9 Removal or Replacement of Beneficiary Representative . The Beneficiary Representative shall not be removed or replaced without the written consent of Parent and the Two-Thirds Beneficiary and Blocker Approval.

7.10 Reconciliation . In the event that Parent and the Beneficiary Representative, a Significant Beneficiary, or a Blocker Corporation Owner are unable to resolve a disagreement with respect to a Basis Schedule, Tax Benefit Schedule, Inherited Tax Attribute Schedule (as applicable), or with respect to an Early Termination Schedule, within the relevant time period designated in this Agreement (a “ Reconciliation Dispute ”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “ Expert ”) in the particular area of disagreement mutually acceptable to both Parties. The Expert shall be a partner or principal in a nationally recognized accounting firm, and unless Parent and the Beneficiary Representative, such Significant Beneficiary, or such Blocker Corporation Owner agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with Parent or the Beneficiary Representative, such Significant Beneficiary, or such Blocker Corporation Owner or other actual or potential conflict of interest. If the Parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the selection of an Expert shall be treated as a Dispute subject to Section 7.8 and an arbitration panel shall pick an Expert from a nationally recognized accounting firm that does not have any material relationship with Parent or the Beneficiary Representative, such Significant Beneficiary, or such Blocker Corporation Owner or other actual or potential conflict of interest. The Expert shall resolve any matter relating to the Basis Schedule or an amendment thereto, the Inherited Tax Attribute Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by Parent, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by Parent except as provided in the next sentence. Parent, the Beneficiary Representative, such Significant Beneficiary, or such Blocker Corporation Owner shall bear its own costs and expenses of such proceeding, unless (i) the Expert adopts the Beneficiary Representative’s, such Significant Beneficiary’s, or such Blocker Corporation Owner’s position, in which case Parent shall reimburse the Beneficiary Representative, the Significant Beneficiary or Blocker Corporation Owner, as the case may be, for any reasonable and documented out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts Parent’s position, in which case the Beneficiary Representative, the Significant Beneficiary or Blocker Corporation Owner, as the case may be, shall reimburse Parent for any reasonable and documented out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.10 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.10 shall be binding on Parent, the Beneficiary Representative, the Beneficiaries, and Blocker Corporation Owners and may be entered and enforced in any court having competent jurisdiction.

7.11 Withholding . Parent shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as Parent is required to deduct and withhold with respect to the making of such payment under any provision of U.S. federal, state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Beneficiary or Blocker Corporation Owner. Each Beneficiary or Blocker Corporation Owner shall promptly provide Parent with any applicable tax forms and certifications reasonably requested by Parent in connection with determining whether any such deductions and withholdings are required under any provision of U.S. federal state, local or foreign tax law.

7.12 Admission of Parent into a Consolidated Group; Transfers of Corporate Assets .

(a) If Parent becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501, et seq. or other applicable Sections of the Code or any corresponding provisions of state, local or foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

(b) If Parent (or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder) or any member of the Company Group transfers (or is deemed to transfer) one or more assets to a corporation with which Parent or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder does not file a consolidated tax return pursuant to Section 1501 of the Code (or will not file such a return following a series of transactions undertaken in connection with such transfer(s)), such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the net fair market value of the transferred asset as determined by Parent, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

7.13 Confidentiality . Each Beneficiary and its assignees, the Beneficiary Representative and each of its assignees, and Blocker Corporation Owner and each of its assignees acknowledges and agrees that the information of Parent is confidential and, except in the course of performing any duties as necessary for Parent and its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of Parent and its Affiliates and successors, learned by any Beneficiary or Blocker Corporation Owner heretofore or hereafter. This Section 7.13 shall not apply to (i) any information that has been made publicly available by Parent or any of its Affiliates, becomes public knowledge (except as a result of an act of any Beneficiary or Blocker Corporation Owner in violation of this Agreement) or is generally known to the business community, (ii) the disclosure of information to the extent necessary for a Beneficiary or Blocker

Corporation Owner to prosecute or defend claims arising under or relating to this Agreement, and (iii) the disclosure of information to the extent necessary for a Beneficiary or Blocker Corporation Owner to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority with respect to such Tax Returns. Notwithstanding anything to the contrary herein, the Beneficiaries the Blocker Corporation Owners and each of their respective assignees (and each employee, representative or other agent of the Beneficiaries and Blocker Corporation Owners or their assignees, as applicable) may disclose at their discretion to any and all Persons, without limitation of any kind, the tax treatment and tax structure of Parent, the Beneficiaries and Blocker Corporation Owners and any of their transactions, and all materials of any kind (including tax opinions or other tax analyses) that are provided to the Beneficiaries or Blocker Corporation Owners relating to such tax treatment and tax structure. If a Beneficiary, Blocker Corporation Owner or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.13 , Parent shall have the right and remedy to have the provisions of this Section 7.13 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Parent or any of its Subsidiaries and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

7.14 Company LLC Agreement . To the extent this Agreement imposes obligations on the Company or a member of the Company, this Agreement shall be treated as part of the Company LLC Agreement as described in section 761(c) of the Code and sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

7.15 Independent Nature of Beneficiaries’ Rights and Obligations . The rights and obligations of each Beneficiary and Blocker Corporation Owner hereunder are several and not joint with the rights and obligations of any other Person. A Beneficiary or Blocker Corporation Owner shall not be responsible in any way for the performance of the obligations of any other Person hereunder, nor shall a Beneficiary or Blocker Corporation Owner have the right to enforce the rights or obligations of any other Person hereunder (other than Parent). The obligations of a Beneficiary or Blocker Corporation Owner hereunder are solely for the benefit of, and shall be enforceable solely by, Parent. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Beneficiary or Blocker Corporation Owner pursuant hereto or thereto, shall be deemed to constitute the Beneficiaries or Blocker Corporation Owners acting as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Beneficiaries or Blocker Corporation Owners are in any way acting in concert or as a group with respect to such rights or obligations or the transactions contemplated hereby, and Parent acknowledges that the Beneficiaries or Blocker Corporation Owners are not acting in concert or as a group and will not assert any such claim with respect to such rights or obligations or the transactions contemplated hereby.

7.16 Change in Law . Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a Beneficiary or a Blocker Corporation Owner reasonably believes that the existence of this Agreement could cause income (other than income

arising from receipt of a payment under this Agreement) recognized by such Beneficiary or Blocker Corporation Owner (or direct or indirect equity holders in such Beneficiary or Blocker Corporation Owner) in connection with the Sale or any Exchange or the Blocker Merger to be treated as ordinary income rather than capital gain (or otherwise taxed at ordinary income rates) for U.S. federal income tax purposes or would have other material adverse tax consequences to such Beneficiary, Blocker Corporation Owner or any direct or indirect owner of such Beneficiary or Blocker Corporation Owner, then at the written election of such Beneficiary or Blocker Corporation Owner, as the case may be, in its sole discretion (in an instrument signed by such Beneficiary or Blocker Corporation Owner and delivered to Parent) and to the extent specified therein by such Beneficiary or Blocker Corporation Owner, as the case may be, this Agreement shall cease to have further effect and shall not apply to an Exchange occurring after a date specified by such Beneficiary, or may be amended by in a manner reasonably determined by such Beneficiary or Blocker Corporation Owner; provided that such amendment shall not result in an increase in any payments owed by Parent under this Agreement at any time as compared to the amounts and times of payments that would have been due in the absence of such amendment.

7.17 Interest Rate Limitation . Notwithstanding anything to the contrary contained herein, the interest paid or agreed to be paid hereunder with respect to amounts due to any Beneficiary or Blocker Corporation Owner hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any Beneficiary or Blocker Corporation Owner shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the Tax Benefit Payment or Early Termination Payment, as applicable (but in each case exclusive of any component thereof comprising interest) or, if it exceeds such unpaid non-interest amount, refunded to Parent. In determining whether the interest contracted for, charged, or received by any Beneficiary or Blocker Corporation Owner exceeds the Maximum Rate, such Beneficiary or Blocker Corporation Owner may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the payment obligations owed by Parent to such Beneficiary or Blocker Corporation Owner hereunder. Notwithstanding the foregoing, it is the intention of the Parties to conform strictly to any applicable usury laws.

IN WITNESS WHEREOF, Parent, the Company and the other Persons party hereto have duly executed this Agreement as of the date first written above.

	GREENSKY, INC.

	By:
		Name:
		Title:

	GREENSKY HOLDINGS, LLC

	By:
		Name:
		Title:

	GREENSKY, LLC

	By:
		Name:
		Title:

	[ADDITIONAL SIGNATORY]

	By:
		Name:
		Title:

EXHIBIT A

A- 1

EXHIBIT B
JOINDER TO TAX RECEIVABLE AGREEMENT

This JOINDER (this “ Joinder ”) to the Tax Receivable Agreement, 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 ”), and ___________________ (“ Additional Signatory ”), is dated as of ________ __, 20__.

WHEREAS, reference is hereby made to the Tax Receivable Agreement, dated as of [●], by and among Parent, the Company and the other parties thereto, as such agreement may be amended and/or restated from time to time (the “ Tax Receivable Agreement ”). Capitalized terms used in this Joinder and not otherwise defined in this Joinder shall have the respective meanings given to such capitalized terms in the Tax Receivable Agreement; and

[WHEREAS, on __________________, Additional Signatory acquired (the “ Acquisition ”) [____] Company Common Units (collectively, “ Applicable Units ”) and the corresponding number of shares of Parent’s Class B Common Stock from [________________ (“ Transferor ”)], and Transferor, in connection with the Acquisition, has required Additional Signatory to execute and deliver this Joinder pursuant to Section 7.6(a) of the Tax Receivable Agreement.]

[WHEREAS, on __________________, Additional Signatory acquired (the “ Acquisition ”) from [________________ (“ Transferor ”)], the right to receive all payments under the Tax Receivable Agreement with respect to the [____] Company Common Units that were previously Sold or Exchanged (collectively, “ Applicable Units ”), and in connection with the Acquisition, Additional Signatory (i) is required to execute and deliver this Joinder pursuant to Section 7.6(a) of the Tax Receivable Agreement and (ii) will, for purposes of the Tax Receivable Agreement, be deemed to be an “Exchanging TRA Member” with respect to such Applicable Units.]

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, Additional Signatory hereby agrees as follows:

Section 1.1. Joinder to Tax Receivable Agreement . Additional Signatory hereby (i) acknowledges that Additional Signatory has received and reviewed a complete copy of the Tax Receivable Agreement and (ii) agrees that upon execution of this Joinder, Additional Signatory (A) will become a party to the Tax Receivable Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Tax Receivable Agreement in the manner set forth in the Tax Receivable Agreement, with respect to the Applicable Units and (B) will be a “TRA Member” for all purposes of the Tax Receivable Agreement.

Section 1.2. Company LLC Agreement . Additional Signatory hereby (i) acknowledges that Additional Signatory has received and reviewed a complete copy of the Company LLC Agreement and (ii) agrees that Additional Signatory either is, or as a result of the execution and delivery of this Joinder has become, a party to the Company LLC Agreement and, as a result thereof, is fully bound by, and subject to, all of the covenants, terms and conditions of the Company LLC Agreement and shall is a Limited Partner (as such term is defined in the

B- 1

Company LLC Agreement for all purposes of the Company LLC Agreement. [ NOTE : THIS SECTION 1.2 ONLY TO BE INCLUDED IF THE ADDITIONAL SIGNATORY ALSO OWNS/IS ACQUIRING COMPANY COMMON UNITS ]

Section 1.3. Counterparts; Headings . This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

Section 1.4. Governing Law . THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.

[ NOTE : IF REQUESTED BY PARENT, THE JOINDER AS COMPLETED BY AN ADDITIONAL SIGNATORY WILL ALSO INCLUDE A SECTION 1.5 IN WHICH SUCH ADDITIONAL SIGNATORY REPRESENTS TO PARENT SUCH ADDITIONAL SIGNATORY’S CONTACT INFORMATION AND WIRE INSTRUCTIONS, ALONG WITH A COVENANT BY SUCH ADDITIONAL SIGNATURE TO PROMPTLY PROVIDE PARENT WITH UPDATED CONTACT INFORMATION AND WIRE INSTRUCTIONS TO THE EXTENT SUCH INFORMATION CHANGES FROM TIME TO TIME.]

IN WITNESS WHEREOF, this Joinder to Tax Receivable Agreement has been duly executed and delivered by the parties hereto as of the date first above written.

	GREENSKY, INC.

	By:
		Name:
		Title:

	GREENSKY HOLDINGS, LLC

	By:
		Name:
		Title:

	[ADDITIONAL SIGNATORY]

	By:
		Name:
		Title:

B- 2

Exhibit 10.3

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

GREENSKY HOLDINGS, LLC

Dated as of ●, 2018

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION UNDER THE FEDERAL ACT AND VARIOUS APPLICABLE STATE SECURITIES ACTS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN A TRANSACTION WHICH IS EITHER EXEMPT FROM REGISTRATION UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS.

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT OF
GREENSKY HOLDINGS, LLC

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.

BACKGROUND

This Second Amended Operating Agreement is being executed in order to facilitate an initial public offering by GreenSky, Inc., a Delaware corporation (“ GreenSky ”). As part of this process, the Members of GSLLC are contributing their membership interests in the Company in exchange for the number of Common Units in the Company specified on Exhibit B hereto. It is the intent of the Company and the Members that, for U.S. federal income tax purposes, this contribution constitutes a continuation of the Company as a partnership in accordance with Section 708(a) of the Code.

AGREEMENT

IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
GENERAL PROVISIONS

Section 1.1 Definitions . Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth on Exhibit A attached hereto and made a part hereof.

Section 1.2 Formation . The parties hereby acknowledge that (a) the Company was formed pursuant to the Act by the filing of Articles of Organization with the Secretary of State of Georgia on July 25, 2017, and (b) the Company and, if required, each of the Members, shall execute or cause to be executed from time to time all other instruments, certificates, notices and documents and shall do or cause to be done all such acts and things (including keeping books and records and making publications or periodic filings) as may now or hereafter be required for the valid existence and, when appropriate, termination of the Company as a limited liability company under the laws of the State of Georgia and as may be necessary in order to protect the liability of the Members as members under the laws of the State of Georgia.

Section 1.3 Name . The Company shall operate under the name of “GreenSky Holdings, LLC” or under such other name as the Manager shall, from time to time, determine.

Section 1.4 Purpose . The Company shall engage in the business (the “ Business ”) of owning and operating GreenSky, LLC, a Georgia limited liability company, and, through it, providing financial services, and the Company may, in connection therewith, engage in such other activities and businesses related, directly or indirectly, thereto as the Manager shall determine.

The Company shall have all powers necessary and appropriate to carry out the foregoing purpose, which powers shall be exercised by the Manager on the terms and conditions hereinafter set forth.

Section 1.5 Term . The term of the Company shall continue until dissolved pursuant to the terms of this Agreement or the Act.

Section 1.6 Principal Place of Business . The principal place of business of the Company shall be at such location as the Manager shall, from time to time, determine.

Section 1.7 Registered Office and Registered Agent . The registered agent for service of process and the registered office of the Company shall be National Registered Agents, Inc., 289 S. Culver St., Lawrenceville, Georgia 30046. The registered office and registered agent may be changed from time to time as the Manager deem advisable by filing the address of the new registered office and/or the name of the new registered agent as required by the Act.

ARTICLE II
RIGHTS AND DUTIES OF MEMBERS

Section 2.1 Members . The Members of the Company and their respective Common Units and Company Percentages, reflecting the purchases through the date of this Agreement, are set forth on Exhibit B hereto. The Manager shall amend Exhibit B from time-to-time to reflect changes in such information.

Section 2.2 Reorganization . In order to affect the Reorganization, immediately prior to the “effective time” of the Reorganization, the outstanding Class A Units, Class B Units, Class C Units and Profits Interests of the Company shall be contributed to the Company and the Common Units set forth next to each Member on Exhibit B shall be issued in lieu thereof.

Section 2.3 GreenSky’s Common Unit Purchases . Following the Reorganization, and simultaneous with the closing of the IPO, GreenSky shall purchase • Common Units from the Company at a price per Unit of $•. In the event that the underwriters’ overallotment option is exercised, GreenSky will purchase such number of Common Units from the Company that, together with the shares of Class A Common Stock that it redeems from the so-called “blocker corporation owners,” enables it to fulfill the overallotment option, at a price per Common Unit of $•. The parties hereto acknowledge and agree that the purchase(s) will result in “revaluation of partnership property” and corresponding adjustments to Capital Account balances as described in Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations.

Section 2.4 Number of Votes .

(a) Subject to the Regulatory Voting Restriction, each Member holding Common Units shall be entitled to vote on any matter submitted to a vote of the Members pursuant to the terms of this Agreement and as provided under the Act. Each Common Unit held by a Member shall carry one (1) vote.

(b) Any references in this Agreement to a majority or other proportion of units, including with respect to the percentage of units required to approve a matter, shall refer to such majority or other proportion of the voting power of such units, stock or shares, based on the votes

that the holders of such outstanding units (including Common Units subject to the Regulatory Voting Restriction) are entitled to cast as of the record date for voting on (or taking action by consent with respect to) such matter.

Section 2.5 Regulatory Voting Restriction . Notwithstanding the stated or statutory voting rights, in no event shall a Regulated Holder be entitled to cast a number of votes representing more than 4.99% of the voting power of all Units entitled to vote on any matter (including matters with respect to which such holders are entitled or required to provide their approval or consent) (such voting rights to be allocated pro rata among the Regulated Holder based on the number of Common Units held by each such holder); provided, however , that the Regulatory Voting Restriction shall not apply to matters described in Section 14.3 hereof or as otherwise provided expressly herein. The restrictions described in this Section 2.5 are referred to herein as the “ Regulatory Voting Restriction .”

Section 2.6 Governance Rights of Members . Only such matters as require Member appraisal pursuant to the Act or as may otherwise be specified herein, shall require the vote of the Members, and in any such event it shall require the vote of Members representing a majority of the Common Units (subject to the Regulatory Voting Restriction) or such other group of members as may be specified herein.

Section 2.7 General . Subject to the foregoing, the Members hereby delegate management of the Company to the Manager on the terms and conditions of ARTICLE III hereof.

Section 2.8 Liability of Members . No Member shall be liable as such for the liabilities, debts or obligations of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities, debts or obligations of the Company.

Section 2.9 Meetings of Members and Notice/Action by Written Consent . Meetings of the Members shall be held at such times and upon such terms and conditions as the Manager shall from time to time determine. Any actions required or permitted by this Agreement to be taken by the Members may be taken without a meeting if the action is approved, in a written consent of the Members entitled to vote on such action, by Members holding not less than the minimum number of Units that would be necessary to authorize such action in accordance with the provisions of this Agreement; provided , however , that a copy of any written consent must be sent to all Members as so as practical after the taking of such action by written consent and filed with the records of the Company.

Section 2.10 Power to Bind the Company . No Member (acting solely in its capacity as such) shall have any authority to bind the Company to any third party with respect to any matter except pursuant to a resolution expressly authorizing such action, which resolution is duly adopted by the Manager.

ARTICLE III
MANAGEMENT

Section 3.1 Management; Responsibility .

(a) The Manager shall have all the rights and powers to manage and direct the affairs of the Company, subject to the provisions of the Act and any limitations in the Company’s Articles of Organization and this Agreement as to actions required to be authorized or approved by the Members. Without prejudice to such general powers, but subject to the same limitations, the Manager shall have the following powers: (1) to determine the overarching strategy and direct the overall business of the Company; (2) to determine the compensation of the Manager and officers of the company (including officers employed by Affiliates of the Company); (3) to determine the budget; (4) to establish overall policies and mandate procedures for the conduct, promotion or attainment of the business, purposes or activities of the Company; (5) to oversee the day-to-day business and affairs of the Company and to make such rules and regulations therefor not inconsistent with law or with the Company’s Articles of Organization or with this Agreement, as the Manager shall deem to be in the best interests of the Company; (6) to appoint and remove at the Manager’s pleasure the officers, agents, employees and consultants of the Company (including officers employed by Affiliates of the Company), and prescribe their duties; (7) to borrow money and incur indebtedness for the purposes of the Company and to cause to be executed and delivered therefor, in the Company’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor; (8) to acquire real and personal property, arrange financing and enter into contracts; (9) subject to Section 6.2 , to determine the amount and timing of any distributions to the Members; and (10) to make all other arrangements and do all things which are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company. It is the intent of the parties hereto that the Manager shall be deemed to be a “manager” of the Company (as defined in Section 14-11-101(15) of the Act) for all purposes under the Act.

(b) Notwithstanding any other provision of this Agreement (but subject to the last sentence of this Section 3.1(b) and ARTICLE XII of this Agreement), none of the Members or any of their respective Affiliates, members, equity holders, partners, employees, agents, portfolio companies, representatives or other related persons (each, a “ Related Person ”), shall be liable to the Company or any other Member or person for any breach of any implied duty of loyalty or due care or any other fiduciary duty, other than as a result of any acts or omissions not committed in good faith or that involve intentional misconduct. To the extent that, at law or in equity, any Related Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to another Member or the Manager, (i) the Related Person acting under this Agreement shall not be liable to the Company or to any such other Member or the Manager (if applicable) to the extent such Related Person acted in good faith absent intentional misconduct and in accordance with the provisions of this Agreement and (ii) the Related Person’s duties and liabilities are hereby restricted by and subject in all respects to the provisions of this Agreement. Notwithstanding anything contained herein, the provisions of this Section 3.1(b) shall not apply to any Member or Manager in his capacity as a Manager or an executive officer or employee of the Company.

(c) Notwithstanding anything herein or at law or in equity to the contrary, to the fullest extent permitted by law, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Member, or any of their respective Related Persons or Affiliates who is not an employee, consultant or service provider of the Company or its subsidiaries (an “ Exempted

Person ”). The Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to any Exempted Person. No Exempted Person who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Company shall have any duty to communicate or offer such opportunity to the Company, and such Exempted Person shall not be liable to the Company or to the Members for breach of any fiduciary or other duty by reason of the fact that such Exempted Person pursues or acquires such opportunity, or directs such opportunity to another Person or does not communicate such opportunity or information to the Company. No amendment or repeal of this Section 3.1(c) shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any opportunities of which any such Exempted Person becomes aware prior to such amendment or repeal. For the avoidance of doubt, the provisions of this Section 3.1(c) shall have independent effect with respect to, and shall not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any existing agreement between such Person and the Company and/or its subsidiaries, including any agreement related to any noncompetition, nonsolicitation, confidentiality or other restrictions on the activities or operations of such Person.

Section 3.2 Sole Manager . GreenSky shall be the sole Manager of the Company.

Section 3.3 No Resignation . GreenSky may not resign as the Manager of the Company.

Section 3.4 Removal . The Courts of the State of Delaware may remove the Manager for “Cause” at any time upon request of Members holding a majority of the Common Units. For purposes of this provision, “ Cause ” shall mean:

(a) the continuing failure or refusal of the Manager to perform those material duties that he is required to perform in furtherance of the business of the Company after his receipt of a detailed notice setting forth such failures and a reasonable time period to cure;

(b) the Manager engaging in an activity that is intentionally injurious to the Company;

(c) the Manager committing a fraud against the Company or using or appropriating for personal use or benefit funds or property of the Company when not authorized to do so; or

(d) the Manager committing an act of gross negligence or willful misconduct regarding the business of the Company.

Section 3.5 Vacancies . Any vacancy occurring for any reason in the position of Manager of the Company may be filled by the affirmative vote of holders of a majority of the Common Units (subject to the Regulatory Voting Restriction). A Manager elected to replace GreenSky (or a successor to such Manager) shall hold office until his earlier resignation or removal.

Section 3.6 Delegation of Authority . The Manager may delegate to one or more employees of the Company, each of whom will serve at the pleasure of the Manager, the authority to carry out the Company’s day-to-day business activities (each of whom in such capacity may be referred to individually in this Agreement as an “officer” and collectively as “officers”). Any authority delegated by the Manager under this section is subject to the limitations contained in this

Agreement, nonwaivable provisions of applicable law and the specific authorization given by the Manager; provided , however , that any authorization may be amended, modified, or revoked by a vote of the Manager at any time. For convenience of reference, the Manager may designate officers of the Company including a Chairperson, Chief Executive Officer, President, Vice President, Secretary, or Treasurer. Such officers shall have the duties assigned by the Manager.

Section 3.7 Written Action of Manager . The Manager shall not be required to hold meetings and may take actions in writing.

Section 3.8 Liability of Manager . The Manager shall not be liable as such for the liabilities, debts or obligations of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Manager for liabilities, debts or obligations of the Company.

Section 3.9 Conflict of Interest Transactions . Anything in this Agreement to the contrary notwithstanding, no Member shall be prohibited from dealing, on commercially reasonable terms, with any person or entity deemed to be an Affiliate of any Member.

Section 3.10 Devotion of Time to Company . Affiliates of the Manager may engage in any other business or non-business activity, whether or not similar to the Business of the Company, and neither the Company nor any Member shall have any right to any earnings, profits or other interest or rights with respect to such other activities.

Section 3.11 Compensation to Manager . The Manager may receive reasonable compensation at its discretion. The Manager shall be reimbursed for all reasonable costs and expenses incurred by it on behalf of the Company in accordance with the Company’s customary reimbursement policies.

Section 3.12 Limitations on Authority of Manager . The Manager shall have no authority to:

(a) do any act in contravention of this Agreement;

(b) do any act on behalf of the Company that would make it impossible to carry on the ordinary business of the Company;

(d) possess Company property, or assign the rights in specific Company property, other than for a Company purpose.

ARTICLE IV
CONTRIBUTIONS/CAPITAL ACCOUNTS/LOANS/TAX BASIS

Section 4.1 Units Held by Members . Immediately after the Reorganization, the Members hold the number of Common Units set forth on Exhibit B attached hereto.

Section 4.2 Additional Capital Contributions . No Member shall be required to make any additional Capital Contributions without the consent of such Member.

Section 4.3 Capital Accounts; Voluntary Withdrawals . A Capital Account shall be maintained for each Member in accordance with the Code and the Regulations. Except as specifically permitted pursuant to this Agreement, no Member shall have the right to withdraw from the Company or make demand for withdrawal of any part of such Member’s Capital Account.

Section 4.4 Loans . If the Company borrows funds from, or loans funds to, any Member, a loan account shall be established and maintained for such lending Member or, as the case maybe, for the Company. Subject to applicable provisions of the Code, the borrower shall pay interest at a rate acceptable to the lender.

Section 4.5 Interest . No interest shall be paid by the Company with respect to any Capital Contributions or Capital Account balances.

Section 4.6 Allocation of Liabilities . For purposes of determining the income tax basis of each Member’s interest in the Company, the liabilities of the Company, if any, shall be allocated among the Members pursuant to Section 752 of the Code and the Regulations promulgated thereunder.

ARTICLE V
ALLOCATIONS

Net Profits and Net Losses and other items of Company income, gain, credit, loss and deduction shall be allocated each Company Year among the Members as follows:

Section 5.1 Net Profits and Net Losses .

(a) Except as otherwise provided in this Agreement, Net Profits and Net Losses (and, to the extent necessary, individual items of income, gain, loss, deduction or credit) of the Company shall be allocated to the Members pro rata in proportion to their respective Company Percentages.

(b) Notwithstanding the other provisions of Section 5.1 , to the extent any Net Losses allocated to a Member under Section 5.1 would cause such Member (hereafter, a “ Restricted Member ”) to have a Capital Account deficit (or cause an increase in such Capital Account deficit) as of the end of the Company Year to which such Net Losses relate, such Net Losses shall not be allocated to such Restricted Member and instead shall be allocated to the other Members (the “ Permitted Members ”), in proportion to, and to the maximum extent that, the amounts in which such Net Losses may be allocated to the Permitted Members without causing any of the Permitted Members to have a Capital Account deficit.

Section 5.2 Regulatory Allocations . The provisions set forth in Exhibit C are intended to conform with the Code and Regulations and shall be interpreted in accordance therewith. Further, the Manager shall be permitted to adjust allocations of Net Profits, Net Losses and, to the extent necessary, individual items of income, gain, loss or deduction of the Company to give economic effect to the provisions of Section 6.1 , Section 10.4 and the other relevant provisions of this Agreement.

Section 5.3 Tax Allocations . For Federal, state and local income tax purposes, items of income, gain, loss, deduction and credit shall be allocated to the Members in accordance with the allocations of the corresponding items for Capital Account purposes under Section 5.1 and Section 5.2 , except that items with respect to which there is a difference between tax and book basis will be allocated in accordance with the “traditional method” set forth in Regulations Section 1.704-3(b).

Section 5.4 Tax Consequences . The Members acknowledge that they are aware of the income tax consequences of the allocations made by this ARTICLE V and Exhibit C and shall be bound by the provisions of this ARTICLE V and Exhibit C in reporting their portion of Company income and loss for Federal income tax purposes.

ARTICLE VI
DISTRIBUTIONS

Section 6.1 Distributions . Distributions to the Members of Distributable Cash may be made when, as and if declared by the Manager pursuant to Section 3.1 , and such distributions to the Members shall be made pro rata in proportion to their respective Company Percentages.

Section 6.2 Tax Distributions.

(a) Subject to the Act, the other provisions of this Agreement, applicable law, and contractual limitations applicable to the Company, as subject to the availabilities of Distributable Cash, the Company shall make a ratable distribution among the Members, in accordance with their respective Company Percentages, of an aggregate amount in cash sufficient to allow each Member to pay the amount by which (i) the product of (A) a Member’s allocable share of net taxable income of the Company for the Company Year or other relevant period, and (B) the Tax Rate, exceeds (ii) the sum of the amounts distributed in cash to such Member pursuant to Section 6.1 . If there are not sufficient funds on hand to distribute the full amount otherwise required to be distributed pursuant to this Section 6.2(a) such distribution shall be made to the extent of the available funds ratably among the Members in proportion to each Member’s respective Company Percentage and the Company shall make future distributions as soon as funds become available to pay the remaining portion of such distribution ratably among the Members in accordance with their respective Company Percentage.

(b) In computing taxable income or losses for the purposes of determining the amount of distributions pursuant to this Section 6.2 , items of income, gain, loss and deduction shall be determined without regard to any adjustments pursuant to Section 743, Section 734, or Section 704(c) of the Code. In the event that the amount of the distributions made pursuant to this Section 6.2 is less than the aggregate excess tax liability of the Members described in the first sentence of Section 6.2(a), any distributions made pursuant to this Section 6.2 shall be made to all the Members in proportion to their respective shares of the excess tax liability. The amounts distributable pursuant to this Section 6.2 shall be calculated and distributed at the following times: (i) quarterly, on an estimated basis, with respect to the portion of the Company Year through the end of such quarterly period, at least 10 days prior to the date on which U.S. federal corporate estimated tax payments are due and (ii) with respect to each Company Year, at the end of such Company Year.

Section 6.3 Amounts Withheld .

(a) Withholding for Taxes . All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect to any payment, distribution or allocation to the Company or the Members shall be treated as amounts distributed to the Members pursuant to this ARTICLE VI for all purposes under this Agreement. The Manager is authorized to withhold from payments and distributions, or with respect to allocations, to the Members and to pay over to any Federal, state or local government any amounts required to be so withheld and paid over pursuant to the Code or any other applicable law or regulation, and such amounts shall be allocated to the Member with respect to which such amount was withheld. Each Member and former Member shall, to the fullest extent permitted by law, indemnify and hold harmless the Company, the Manager and each other Person who is or who is deemed to be the responsible withholding agent or paying agent for United States federal, state or local or non-U.S. income tax purposes against all claims, liabilities and expenses relating to the Company’s, the Manager’s or such other Person’s obligation to withhold and to pay over, or otherwise to pay, any withholding or other taxes payable by the Company, the Manager or any of their Affiliates with respect to such Member or former Member based on such Member’s or former Member’s status or as a result of such Member’s or former Member’s ownership of Units, Transfer of Units (including by Exchange) or participation in the Company, as determined and apportioned in the good faith and reasonable discretion of the Manager.

(b) Withholding for an Adjustment Liability . In the event the Company becomes liable for an adjustment in respect of the distributive share of a Member (or a former Member) under Section 6225 of the Code as applicable under the Partnership Audit Provisions (such liability, as reasonably determined by the Partnership Representative, the “ Adjustment Liability ”), the Company is hereby authorized and directed by each Member to withhold from the distributions or other amounts payable to such Member in the amount of the Adjustment Liability and to remit such amount to the Internal Revenue Service or as may otherwise be required. The amount of the remitted Adjustment Liability shall be treated for all purposes of the Agreement as having been distributed or paid to the Member (or former Member) in question. If the Partnership Representative determines at any time that the Adjustment Liability with respect to a particular Member (or former Member) exceeds the amount of distributions or other amounts payable to such Member (or former Member) at such time (an “ Adjustment Liability Shortfall ”), the Member (or former Member) in question shall as soon as practicable after receiving written notice from the Partnership Representative of the amount of such Adjustment Liability Shortfall make a cash contribution to the Company equal to the amount of such Adjustment Liability Shortfall, which the Company shall use to effectuate the remittance. The amount of the Adjustment Liability Shortfall so contributed shall not be treated as a Capital Contribution for purposes of the Agreement and the associated remittance to the taxing authority shall not be treated as a distribution for purposes of the Agreement. The obligations of each Member (or former Member) under this Section 6.3(b) shall remain binding for as long as is necessary to resolve the income tax matters relating the Company and for Members and former Members to satisfy their payment obligations. Additionally, the obligations of each Member (or former Member) under this Section 6.3(b) shall survive the transfer or redemption by such Member of its Units and the termination of this Agreement or the dissolution of the Company and shall apply jointly and severally to such Member and former Member and direct or indirect transferees or successors to such Member or former Member’s interests.

ARTICLE VII
ISSUANCE OF ADDITIONAL UNITS

Section 7.1 Units . Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. Immediately after the “effective time” of the Reorganization, the Units will be comprised of a single class of Common Units. To the extent required pursuant to Section 7.2 , the Manager may create one or more classes or series of Common Units or preferred Units solely to the extent they are in the aggregate substantially equivalent to a class of common stock of GreenSky or class or series of preferred stock of GreenSky; provided that as long as there are any Members of the Company (other than GreenSky), then no such new class or series of Units may deprive such Members of, or dilute or reduce, the pro rata share of all interests they would have received or to which they would have been entitled if such new class or series of Units had not been created except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Market Price in an aggregate amount, equal to the pro rata share allocated to such new class or series of Units and the number thereof issued by the Company.

Section 7.2 Authorization and Issuance of Additional Units .

(a) The Company shall undertake all actions, including, without limitation, a reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by GreenSky and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) unvested shares of Class A Stock issued pursuant to Incentive Plans, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by GreenSky that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by GreenSky to the equity capital of the Company). In the event GreenSky issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by GreenSky will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event GreenSky issues, transfers or delivers from treasury stock or repurchases or redeems GreenSky’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, GreenSky holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company that (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of GreenSky so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by GreenSky

and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by GreenSky and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 7.2 . Simultaneously with any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units, GreenSky shall implement a comparable adjustment to the Class B Common Stock so as to maintain at all times a one-to-one ratio between the number of Common Units owned by Members other than GreenSky and the number of outstanding shares of Class B Common Stock.

(b) The Company shall be permitted to issue additional Units or other equity securities in the Company only to the Persons and on the terms and conditions provided for in, this Section 7.2 . Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement at such times and upon such terms as the Manager shall determine, and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 7.5 without the requirement of any consent or acknowledgement of any other Member.

Section 7.3 GreenSky Incentive Plans.

(a) Options Granted to Persons other than LLC Employees . If at any time or from time to time, in connection with any Incentive Plan, a stock option granted over shares of Class A Common Stock to a Person other than an LLC Employee is duly exercised:

(i) GreenSky shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to the exercise price paid to GreenSky by such exercising Person in connection with the exercise of such stock option.

(ii) Notwithstanding the amount of the Capital Contribution actually made pursuant to Section 7.3(a)(i) , GreenSky shall be deemed to have contributed to the Company as a Capital Contribution, in lieu of the Capital Contribution actually made and in consideration of additional Common Units, an amount equal to the Market Price of a share of Class A Common Stock as of the date of such exercise multiplied by the number of shares of Class A Common Stock then being issued by GreenSky in connection with the exercise of such stock option.

(iii) GreenSky shall receive in exchange for such Capital Contributions (as deemed made under Section 7.3(a)(ii) ), a corresponding number of Units of a class correlative to the class of equity securities for which such stock options were granted.

(b) Options Granted to LLC Employees . If at any time or from time to time, in connection with any Incentive Plan, a stock option granted over shares of Class A Common Stock to an LLC Employee is duly exercised:

(i) GreenSky shall sell to the optionee, and the optionee shall purchase from GreenSky, for a cash price per share equal to the Market Price of a share of Class A Common Stock at the time of the exercise, the number of shares of Class A Common Stock equal to the quotient of (x) the exercise price payable by the optionee in connection with the exercise of such

stock option divided by (y) the Market Price of a share of Class A Common Stock at the time of such exercise.

(ii) GreenSky shall sell to the Company (or if the optionee is an employee of, or other service provider to, a Subsidiary, GreenSky shall sell to such Subsidiary), and the Company (or such Subsidiary, as applicable) shall purchase from GreenSky, a number of shares of Class A Common Stock equal to the excess of (x) the number of shares of Class A Common Stock as to which such stock option is being exercised over (y) the number of shares of Class A Common Stock sold pursuant to Section 7.3(b)(i) hereof. The purchase price per share of Class A Common Stock for such sale of shares of Class A Common Stock to the Company (or such Subsidiary) shall be the Market Price of a share of Class A Common Stock as of the date of exercise of such stock option.

(iii) The Company shall transfer to the optionee (or if the optionee is an employee of, or other service provider to, a Subsidiary, the Subsidiary shall transfer to the Optionee) at no additional cost to such LLC Employee and as additional compensation to such LLC Employee, the number of shares of Class A Common Stock described in Section 7.3(b)(ii) .

(iv) GreenSky shall, as soon as practicable after such exercise, make a Capital Contribution to the Company in an amount equal to all proceeds received (from whatever source, but excluding any payment in respect of payroll taxes or other withholdings) by the GreenSky connection with the exercise of such stock option. GreenSky shall receive for such Capital Contribution, a number of Common Units equal to the number of shares of Class A Common Stock for which such option was exercised.

(c) Restricted Stock Granted to LLC Employees . If at any time or from time to time, in connection with any Incentive Plan any shares of Class A Common Stock (other than shares of Class A Common Stock issued upon exercise of a stock option) are issued to an LLC Employee (including any shares of Class A Common Stock that are subject to forfeiture in the event such LLC Employee terminates his or her employment with the Company or any Subsidiary) in consideration for services performed for the Company or any Subsidiary:

(i) GreenSky shall issue such number of shares of Class A Common Stock as are to be issued to such LLC Employee in accordance with the Incentive Plan;

(ii) On the date (such date, the “ Vesting Date ”) that the Market Price of such shares is includible in taxable income of such LLC Employee, the following events will be deemed to have occurred: (a) GreenSky shall be deemed to have sold such shares of Class A Common Stock to the Company (or if such LLC Employee is an employee of, or other service provider to, a Subsidiary, to such Subsidiary) for a purchase price equal to the Market Price of such shares of Class A Common Stock, (b) the Company (or such Subsidiary) shall be deemed to have delivered such shares of Class A Common Stock to such LLC Employee, (c) GreenSky shall be deemed to have contributed the purchase price for such shares of Class A Common Stock to the Company as a Capital Contribution, and (d) in the case where such LLC Employee is an employee of a Subsidiary, the Company shall be deemed to have contributed such amount to the capital of the Subsidiary; and

(iii) The Company shall issue to GreenSky on the Vesting Date a number of Units equal to the number of shares of Class A Common Stock issued under Section 7.3(c)(i) in consideration for a Capital Contribution in cash in an amount equal to the product of (x) the number of such newly issued Units multiplied by (y) the Market Price of a share of Class A Common Stock.

(d) Future Stock Incentive Plans . Nothing in this Agreement shall be construed or applied to preclude or restrain GreenSky from adopting, modifying or terminating stock incentive plans for the benefit of employees, directors or other business associates of GreenSky, the Company or any of their respective Affiliates. The Members acknowledge and agree that, in the event that any such plan is adopted, modified or terminated by GreenSky, amendments to this Section 7.3 may become necessary or advisable and that any approval or consent to any such amendments requested by GreenSky shall be deemed granted by the Manager without the requirement of any further consent or acknowledgement of any other Member.

(e) Anti-dilution Adjustments . For all purposes of this Section 7.3 , the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Incentive Plan and applicable award or grant documentation.

Section 7.4 Dividend Reinvestment Plan, Cash Option Purchase Plan, Stock Incentive Plan or Other Plan . Except as may otherwise be provided in this ARTICLE VII , all amounts received or deemed received by GreenSky in respect of any dividend reinvestment plan, cash option purchase plan, stock incentive or other stock or subscription plan or agreement, either (a) shall be utilized by GreenSky to effect open market purchases of shares of Class A Common Stock, or (b) if GreenSky elects instead to issue new shares of Class A Common Stock with respect to such amounts, shall be contributed by GreenSky to the Company in exchange for additional Common Units. Upon such contribution, the Company will issue to GreenSky a number of Common Units equal to the number of new shares of Class A Common Stock so issued.

Section 7.5 Repurchase or Redemption of shares of Class A Common Stock . If, at any time, any shares of Class A Common Stock are repurchased or redeemed (whether by exercise of a put or call, automatically or by means of another arrangement) by GreenSky for cash, then the Manager shall cause the Company, immediately prior to such repurchase or redemption of Class A Common Stock, to redeem a corresponding number of Common Units held by GreenSky, at an aggregate redemption price equal to the aggregate purchase or redemption price of the shares of Class A Common Stock being repurchased or redeemed by GreenSky (plus any expenses related thereto) and upon such other terms as are the same for the shares of Class A Common Stock being repurchased or redeemed by GreenSky.

Section 7.6 Incentive Units . Pursuant to the terms of one or more Incentive Plans approved by the Manager, the Manager may provide for the issuance of Incentive Units in order to provide equity incentive compensation to executives and other service providers of the Company and its Affiliates, with such terms, conditions, rights and obligations, including vesting, forfeiture and repurchase and the Manager’s ability to reissue Incentive Units that cease to be

outstanding as a result of forfeitures or repurchases, as may be determined by the Manager and as set forth herein, in the Incentive Plan, and in the related Incentive Unit Agreements pursuant to which any such Incentive Unit may be awarded.

ARTICLE VIII
TRANSFER OF COMMON UNITS

Section 8.1 Restrictions on Members . Except as expressly permitted in this Agreement, or as consented to by the Manager, no Member shall directly or indirectly (including through the sale of the Member by its parent entity or equityholders), sell, transfer, assign, give, bequeath, devise, donate, exchange, pledge, hypothecate, enter into a derivative contract or similar arrangement with respect to, encumber, distribute or otherwise dispose of, either voluntarily or by operation of law (a “ Transfer ”), all or any part of the Common Units or any rights or interests therein, whether now owned or hereafter acquired; provided, however, that:

(a) A Member may Transfer all or any portion of his or her Units, together with an equal number of shares of Class B Common Stock, in exchange for an equal number of shares of Class A Common Stock to GreenSky pursuant to the terms of one or more Exchange Agreements,

(b) an individual Member may Transfer all or any portion of his or her Units without consideration to its (i) Family Group if such Member is treated as the owner of such Units within the meaning of Section 676 of the Code provided that such Transfer complies with the requirements of Section 8.2 or (ii) in the case of an employee exercising options, a limited liability company owned by the employee or the employee and the employee’s spouse,

(c) all or any portion of an individual Member’s Units (which, in the case of Incentive Units, shall only include vested Units) may, on the death of such Member, be Transferred without consideration to its Family Group, provided that such Transfer complies with the requirements of Section 8.2 ,

(d) Financial Technology Investors, LLC and Founders Technology Investors, LLC may Transfer all or any portion of their Units without consideration to David Zalik or any member of the Family Group of such Person if such Person is treated as the owner of such Units within the meaning of Section 676 of the Code, provided that such Transfer complies with the requirements of Section 8.2 ,

(e) GS Investment Holdings, LLC may Transfer all or any portion of its Units without consideration to Robert Sheft (in his capacity as an owner or as an individual Member) or any member of the Family Group of such Person if such Person is treated as the owner of such Units within the meaning of Section 676 of the Code, provided that such Transfer complies with the requirements of Section 8.2 ,

(f) An Institutional Member may Transfer all or any portion of its Units to a partner, shareholder, member or affiliated investment fund of such Member, provided such Transfer complies with requirements Section 8.2 .

The Transfers described in Section 8.1(b) through Section 8.1(f), are “ Permitted Transfers ,” and the transferees in such Permitted Transfers are “ Permitted Transferees .” Any

transfer in violation of the terms of this Agreement shall be null and void ab initio and without any force or effect. No Member shall avoid the provisions of this Agreement by making one or more Transfers to one or more Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee, and any Transfer or attempted Transfer in violation of this covenant shall be null and void ab initio . A Permitted Transferee pursuant to this Section 8.1 may Transfer its, his or her Units pursuant to this Section 8.1 only to the Member who transferred such Units to such Permitted Transferee (the “ Transferor Member ”) or to a person that would be a Permitted Transferee of such Transferor Member at the time of such subsequent Transfer. Any Unit Transferred by a Member shall remain subject to the same restrictions that were applicable to such Unit while held by such Member. The Company shall not, except for Transfers or issuances made in accordance with the terms and conditions of this Agreement, cause or permit the issuance or Transfer of any Unit to be made on its books.

Each Member that is not an individual agrees and acknowledges that (i) any direct or indirect transfer, issuance, redemption or other similar transaction in which the beneficial ownership of the equity interests in such Member changes shall be deemed a “Transfer” hereunder and shall be subject mutatis mutandis to the restrictions set forth in this ARTICLE VIII , (ii) such Member shall cause such Transfer to be made only in compliance with this Agreement as if the interest so transferred were a Unit and (iii) in the event that any direct or indirect beneficial owner of such Member effects any such Transfer of the equity interests of such Member, other than in compliance with the terms of this Agreement (as if the interest so transferred were a Unit), such Member shall be in breach of this Agreement (regardless of whether such Member had the right to prohibit or impede such Transfer or had knowledge of such Transfer). Notwithstanding the foregoing, but without by implication in any way impacting any Permitted Transfers, (x) in no event shall the transfer, issuance or redemption of limited partnership interests in an Institutional Member (or any beneficial owner of an Institutional Member) that is a fund be deemed a “Transfer” hereunder and (y) nothing in this ARTICLE VIII shall restrict any Transfer of equity interests in an Institutional Member or the ultimate parent of an Institutional Member (or in any corporation, trust, limited liability company, general or limited partnership or other entity controlling or under common control with a fund that beneficially owns equity interests of an Institutional Member).

Section 8.2 Conditions Precedent to Transfer .

(a) Any implication in this ARTICLE VIII to the contrary notwithstanding, no Transfer shall be effective unless there shall be furnished to the Manager evidence in form and substance reasonably satisfactory to the Manager (which shall, if requested by the Manager, include an opinion of counsel reasonably satisfactory to the Manager and obtained at the sole expense of the intended transferor) that:

(i) the proposed Transfer is exempt from the registration requirements of the Securities Act of 1933, as from time to time amended, and will not result in a violation of any applicable state blue sky or other securities laws;

(ii) the proposed transferee (A) accepts in writing all the terms and provisions of this Agreement and the purchase agreement applicable to the transferor with respect to the Units being transferred; and (B) has paid all reasonable expenses in connection with its admission as a Member;

(iii) all debts and obligations (if any) of the transferor Member to the Company with respect to the transferred Units (including without limitation any due, but unpaid, Capital Contributions) have been paid;

(iv) the proposed Transfer does not result in a violation of applicable laws;

(v) the proposed Transfer would not cause the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in ERISA Section 3(14)) or a “disqualified person” (as defined in Code Section 4975(c));

(vi) the proposed Transfer would not, in the opinion of legal counsel to the Company, cause any portion of the assets of the Company to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;

(vii) the proposed Transfer is in compliance with, and does not cause the Company to lose its status as a partnership for purposes of, laws governing federal and state income taxes;

(viii) the proposed Transfer is not made to any person who lacks the legal right, power or capacity to own Units;

(ix) the proposed Transfer does not cause the Company to become a “publicly traded partnership,” as such term is defined in Code Section 469(k)(2) or Code Section 7704(b);

(x) the proposed Transfer does not cause the Company to become a reporting company under the Exchange Act; and

(xi) the proposed Transfer does not subject the Company to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or ERISA, each as amended.

Section 8.3 Transfer Guidelines . The Manager shall use reasonable best efforts to be eligible for the 100-partner private placement safe harbor (within the meaning of Regulations Section 1.7704-1(h), and shall have the discretion to establish reasonable transfer guidelines in order to comply with any of the safe harbor provisions of Regulations Section 1.7704-1, as it reasonably determines to be necessary based on the advice of counsel.

Section 8.4 Rights of Assignees . Subject to Section 8.5 , an Assignee of a Unit has no right to participate in the management of the business and affairs of the Company or to become a Member. The Assignee is only entitled to receive allocations of Net Profits and Net Losses, and distributions of Distributable Cash and capital attributable to the Unit.

Section 8.5 Admission of Substitute Members . An Assignee of a Unit shall be admitted as a Substitute Member, and admitted to all the rights of the Member who initially assigned the Unit, only upon compliance with the requirements of Section 8.1 and Section 8.2 . If so admitted, the Substitute Member shall have all of the rights and powers, and shall be subject to all the restrictions and liabilities, of the Member assigning the Unit. Except as otherwise agreed by the

Company, the admission of a Substitute Member shall not release the Member assigning the Unit from any liability to the Company that may have existed prior to such approval.

Section 8.6 Creditors of Members . In no instance shall a creditor of a Member be entitled to rights greater than those of an Assignee set forth in Section 8.5 above.

Section 8.7 Paramount Provision . The parties to this Agreement expressly acknowledge and agree that the restrictions on transfer contained herein (i) are reasonable and necessary for the efficient operation of the Company, and (ii) are not, and shall not be construed as being, an unlawful restraint on alienation of a Common Unit.

ARTICLE IX
DISSOCIATION OF A MEMBER

Section 9.1 Events of Dissociation . A Member shall cease to be a Member (a “ Dissociated Member ”) upon the occurrence of any of the following events (an “ Event of Dissociation ”):

(a) such Member: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files a petition or answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Member in any proceeding of this nature; (vi) seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator of the Member or of all or any substantial part of such Member’s properties;

(b) if, within one hundred twenty (120) days after the commencement of any proceeding against such Member seeking the reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding shall not have been dismissed, or if within ninety (90) days after the appointment without his or her consent or acquiescence of a trustee, receiver or liquidator of such Member or of all or any substantial part of such Member’s properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any stay, the appointment is not vacated;

(c) the attempt by such Member to encumber or otherwise transfer his Units in violation of the terms of this Agreement (including indirect transfers prohibited by Section 8.1 );

(d) with respect to any individual Member, the death of such Member or the entry of an order by a court of competent jurisdiction adjudicating such Member incompetent to manage such Member’s property; or

(e) the dissolution, winding-up or liquidation of any Member that is a corporation, partnership or other entity.

Section 9.2 Loss of Management Rights . Upon the occurrence of any Event of Dissociation set forth in Section 9.1 hereof, the Dissociated Member shall become an Assignee and, unless and until such Assignee shall become a Substitute Member in accordance with

ARTICLE VIII hereof, shall lose all rights with respect to the management of the Company set forth in this Agreement.

ARTICLE X
DISSOLUTION

Section 10.1 Events of Dissolution . The Company shall be dissolved upon the first to occur of the following events:

(a) unanimous decision of the Manager and Members; or

(b) the disposition by sale, foreclosure, or condemnation of substantially all of the Company’s assets other than cash.

The Members hereby agree that the Company shall not dissolve prior to the occurrence of an event of dissolution described in this Section 10.1 and that no Member shall seek a dissolution of the Company under Section 14-11-603 of the Act.

Section 10.2 Statement of Assets . Upon a termination of the Company, each of the Members shall be furnished with a statement, certified by the Company, setting forth the assets and liabilities of the Company as of the date of complete dissolution.

Section 10.3 Execution of Documents . The Manager shall have full authority to make, execute, deliver and record any and all documents required or deemed necessary or desirable by it to effect and reflect the termination and dissolution of the Company.

Section 10.4 Winding-up and Distribution of Assets . Upon the occurrence of an event of dissolution described in Section 10.1 hereof, the Company shall cease to carry on its business and the Manager shall wind up the Company’s affairs and dissolve the Company in accordance with the provisions of Section 14-11-605 of the Act and as hereinafter set forth:

(a) Prior to any distribution to the Members, the Manager shall set aside from the assets of the Company sufficient assets to be applied to the payment of creditors other than Members and their Affiliates, in the order of priority provided by law (whether by making immediate payment or the making or reasonable provision for payment thereof).

(b) After the payment required by Section 10.4(a) hereof and after giving effect to all contributions, distributions and allocations for all periods, any remaining assets of the Company shall be distributed in accordance with Section 6.1 .

Section 10.5 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts . If any Member has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all Company Years, including the Company Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not

be considered a debt owed to the Company or to any other third-party for any purpose whatsoever. In the discretion of the Manager, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this ARTICLE X may be:

(a) Distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Manager, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to Section 10.4 hereof; or

(b) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as practicable.

Section 10.6 Rights of Members . Except as otherwise provided in this Agreement, each Member shall look solely to the property of the Company for the return of its Capital Contribution or any loan he has made and shall have no right or power to demand or receive property other than cash from the Company. If the assets of the Company remaining after payment or discharge of the debts or liabilities of the Company are insufficient to return any such loan or a Member’s Capital Contribution, the Members shall have no recourse against the Company or any Member.

Section 10.7 Allocations During Period of Liquidation . During the period commencing on the first day of the Company Year during which an event of dissolution occurs and ending on the date on which all of the assets of the Company have been distributed to the Members pursuant to Section 10.4 hereof, the Members shall continue to share Net Profits, Net Losses, gain, loss, and other items of Company income, gain, loss or deduction in the manner provided in ARTICLE V and Exhibit C hereof.

Section 10.8 Character of Liquidating Distribution . All payments made in liquidation of the Units of a Member shall be made in exchange for the Units of such Member in Company property pursuant to Section 736(b)(1) of the Code, including the interest of such Member in Company goodwill.

Section 10.9 Form of Liquidating Distributions . For purposes of making distributions required by Section 10.4 hereof, the Manager may determine whether to distribute all or any portion of the Company’s property in-kind or to sell all or any portion of the Company’s property and distribute the proceeds therefrom.

Section 10.10 Cancellation of Certificate . Upon the completion of the winding-up of the Company’s affairs and distribution of the Company’s assets, the Company shall be terminated and the Members shall cause the Company to execute and file a Certificate of Termination in accordance with Section 14-11-609 of the Act.

ARTICLE XI
WAIVER OF PARTITION

The Members agree that irreparable damage and harm shall be done to the goodwill and reputation of the Company and to each of the Members if any Member shall bring an action in court to partition any property of the Company. Accordingly, each Member hereby waives and renounces such Member’s right to seek or maintain a petition for the partition of any property which the Company may, at any time, own or to compel any sale thereof under the laws of any jurisdiction which has jurisdiction with respect to such petition.

ARTICLE XII
EXCULPATION AND INDEMNIFICATION

Section 12.1 Exculpation . The Manager shall owe the same fiduciary duties to the Members as it would with respect to shareholders under the Delaware General Corporation Law were the Company a Delaware corporation. Otherwise, and notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Members or Manager, or any officers, directors, managers, stockholders, members, partners, employees, representatives or agents of any of the foregoing or any Affiliate of the foregoing (collectively, the “ Covered Persons ”) nor any former Covered Person shall be liable to the Company or any other person for any act or omission (in relation to the Company, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement, provided a court of competent jurisdiction shall not have determined that such act or omission constitutes fraud, willful misconduct, bad faith, or gross negligence.

Section 12.2 Indemnification . To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person and each former Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“ Claims ”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person or former Covered Person shall not be entitled to indemnification under this Section 12.2 with respect to (a) any Claim with respect to which a court of competent jurisdiction has determined that such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence (b) any Claim that arises out of a breach of this Agreement, or (c) any Claim initiated by such Covered Person unless such Claim (or part thereof) (i) was brought to enforce such Covered Person’s rights to indemnification hereunder or (ii) was authorized or consented to by the Manager. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 12.2 .

Section 12.3 Effect of Modification; Survival . Any repeal or modification of this ARTICLE XII shall not adversely affect any rights of such Covered Person pursuant to this ARTICLE XII, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. This ARTICLE XII shall survive any termination of this Agreement.

Section 12.4 Indemnitor of First Resort . The Company hereby acknowledges that certain Covered Persons (the “ Specified Covered Persons ”) may have rights to indemnification and advancement of expenses provided by a Member or its Affiliates (directly or by insurance retained by such entity) (collectively, the “ Member Indemnitors ”). The Company hereby agrees and acknowledges that (a) it is the indemnitor of first resort with respect to the Specified Covered Persons, (b) it shall be required to advance the full amount of expenses incurred by the Specified Covered Persons, as required by the terms of this Agreement (or any other agreement between the Company and the Specified Covered Persons), without regard to any rights the Specified Covered Persons may have against the Member Indemnitors and (c) it irrevocably waives, relinquishes and releases the Member Indemnitors from any and all claims against the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Member Indemnitors on behalf of the Company with respect to any claim for which the Specified Covered Persons have sought indemnification from the Company shall affect the foregoing and the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Specified Covered Persons against the Company.

Section 12.5 Non-exclusivity of Rights . The rights conferred on any Covered Person by this ARTICLE XII shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Agreement, agreement, vote of members or disinterested directors or otherwise.

ARTICLE XIII
TAX ELECTIONS AND RESTRICTIONS

Section 13.1 Section 754 Election . The Company shall have in effect an election under Section 754 of the Code (and corresponding elections under state and local law) for the taxable year of the Company that includes the date hereof and subsequent taxable years in which the Company is treated as a partnership for U.S. federal income tax purposes.

Section 13.2 General Elections and Limitations . The Manager shall be authorized, in its sole discretion, to make all elections required or permitted with respect to Federal or state taxes on Company tax returns; provided, however, no election shall be made by either the Company or the Members to be excluded from the application of the provisions of Subchapter K of Subtitle A of the Code or from any similar provisions of any state tax law.

Section 13.3 Partnership Representative.

(a) Pursuant to the Partnership Audit Provisions, the Manager shall be designated and may, on behalf of the Company, at any time, and without further notice to or consent from any Member, act as the “partnership representative” of the Company (within the meaning given to such

term in Section 6223 of the Code) (the “ Partnership Representative ”) for purposes of the Code. The Partnership Representative shall have the right and obligation to take all actions authorized and required, respectively, by the Code for the Partnership Representative and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services reasonably incurred in connection therewith. The Partnership Representative is hereby authorized, and shall have the discretion based upon the advice of counsel, to make all elections under Section 6226 of the Code and the Regulations thereunder. Each Member agrees to cooperate with the Company and the Partnership Representative and to do or refrain from doing any or all things reasonably requested by the Company or the Partnership Representative with respect to the conduct of such proceedings, including the making of, and compliance with, any elections with respect thereto. The Partnership Representative shall keep Members reasonably informed regarding any material income tax proceedings, and the Members shall have the right to observe and participate through representatives of their own choosing (at their sole expense) in any such tax proceedings to the extent permitted by applicable law. Nothing herein shall diminish, limit or restrict the rights of any Member under the Partnership Audit Provisions.

(b) In the event the Company incurs any liability for taxes, interest or penalties:

(i) The Partnership Representative may, or if such amounts are material, shall, cause the Members (including any former Member) to whom such liability relates, as determined by the Partnership Representative, in its sole good faith discretion and after consulting with the Company’s and the affected Member’s tax advisors, to pay, and each such Member hereby agrees to pay, such amount to the Company, and such amount shall not be treated as a Capital Contribution; and

(ii) Any amount not paid by a Member (or former Member) within ten (10) days following the receipt of the request to pay delivered by the Partnership Representative shall be treated for purposes of this Agreement as withholding payment governed by Section 6.3(b) hereof.

(iii) The obligations of each Member (or former Member) under this Section 13.3 and Section 6.3(b) shall survive the transfer or redemption by such Member of its Units and the termination of this Agreement or the dissolution of the Company.

Section 13.4 Tax Treatment of the Company . The Company shall be treated as a partnership for U.S. federal, state, local and non-U.S. tax purposes, to the extent applicable. The Manager and the Members shall take no action (or fail to take any action) that could cause the Company to be treated as other than in accordance with the first sentence of this Section 13.4 .

ARTICLE XIV
MISCELLANEOUS PROVISIONS

Section 14.1 Confidentiality .

(a) Each Member acknowledges that during the term of this Agreement, it will have access to and become acquainted with trade secrets, proprietary information and confidential information belonging to the Company and its Affiliates that are not generally known to the public, including, but not limited to, information concerning business plans, financial statements and other information provided pursuant to this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists or other business documents that the Company treats as confidential, in any format whatsoever (including oral, written, electronic or any other form or medium) (collectively, “ Confidential Information ”). In addition, each Member acknowledges that: (i) the Company has invested, and continues to invest, substantial time, expense and specialized knowledge in developing its Confidential Information; (ii) the Confidential Information provides the Company with a competitive advantage over others in the marketplace; and (iii) the Company would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. Without limiting the applicability of any other agreement to which any Member is subject, no Member shall, directly or indirectly, disclose or use (other than solely for the purposes of such Member monitoring and analyzing its investment in the Company), including, without limitation, use for personal, commercial or proprietary advantage or profit, any Confidential Information of which such Member is or becomes aware. Each Member in possession of Confidential Information shall take all appropriate steps to safeguard such information and to protect it against disclosure, misuse, espionage, loss and theft.

(b) Nothing contained in Section 14.1(a) shall prevent any Member from disclosing Confidential Information: (i) upon the order of any court, regulatory body or administrative agency; (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Member; (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests; (iv) to the extent necessary in connection with the exercise of any remedy hereunder; (v) to the other Member(s); or (vi) to such Member’s Affiliates, representatives or agents who, in the reasonable judgment of such Member, need to know such Confidential Information and agree to be bound by the provisions of this Section 14.1 as if a Member; provided , that in the case of clause (i), (ii) or (iii), such Member shall (A) other than in the case of routine regulatory examinations, notify the Company and other Members of the proposed disclosure as far in advance of such disclosure as practicable (but in no event make any such disclosure before notifying the Company and other Members) and (B) use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment satisfactory to the Company, when and if available. Notwithstanding anything herein to the contrary, the Investor or any other Member that is an institutional investor and any of their respective Affiliates may make customary disclosures to their limited partners and prospective limited partners in the ordinary course of business, subject to customary confidentiality obligations. It is further expressly acknowledged that nothing in Section 14.1(a) , this Section 14.1(b) or otherwise in this Agreement shall limit or otherwise apply to disclosure by a Regulated Holder or any of its representatives to any banking regulatory authority with jurisdiction over the Regulated Holder or any of its Affiliates, and that, for the avoidance of doubt, neither the Regulated Holder nor any of its representatives shall have any obligation to notify the Company of any such examination or communication.

(c) The restrictions of Section 14.1(a) shall not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of a disclosure by a Member in violation of this Agreement; (ii) is or has been independently developed or conceived by such Member without use of Confidential Information; or (iii) becomes available to such Member or any of its Affiliates, representatives or agents on a non-confidential basis from a source other than the Company, the other Members or any of their respective Affiliates, representatives or agents, provided , that such source is not known by the receiving Member to be bound by a confidentiality agreement regarding the Company.

(d) The obligations of each Member under this Section 14.1 shall survive for so long as such Member remains a Member, and for three years following the earlier of (i) termination, dissolution, liquidation and winding up of the Company, (ii) the withdrawal of such Member from the Company, and (iii) such Member’s Transfer of its Units.

Section 14.2 Benefit . This Agreement shall be binding upon, and shall inure to the benefit of, the Members specifically named herein and, as provided in this Agreement, their respective heirs, administrators, executors, transferees, successors and permitted assigns.

Section 14.3 Amendment . This Agreement shall be amended only upon the favorable vote of (a) Members representing a majority of the outstanding Units, and (b) approval of the Manager; provided that any amendment to, or restatement of, this Agreement that modifies the Regulatory Voting Restrictions shall require approval of the Members subject to the Regulatory Voting Restrictions.

Section 14.4 Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be delivered by nationally recognized overnight carrier or by hand or by messenger or by electronic mail with receipt confirmed, and shall be addressed to the intended recipient party at such party’s address appearing in Exhibit B (or at the address of the Company’s principal office, in the case of notices to the Company), or at such other address as such intended recipient party shall have furnished to the sending party. Each such notice or other communication shall, for all purposes of this Agreement, be treated as effective or having been given when delivered or when delivery is refused.

Section 14.5 Books, Records, Accounting, Tax, Reports and Access .

(a) At all times during the existence of the Company, the Company shall keep, or cause to be kept, true books of account in which shall be entered fully and accurately each transaction of the Company. Such books of account, together with an executed copy of this Agreement (and all amendments thereto), shall, at all times, be maintained at the principal office of the Company and be open to the reasonable inspection and examination by the Voting Members or their duly authorized representatives during normal business hours.

(b) As soon as reasonably practicable after the end of each Company Year, but in no event later than 120 days after the end thereof, there shall be delivered to each Member an annual financial statement showing the financial condition of the Company at the end of such Company Year and the results of its operations for the Company Year then ended.

(c) The Company shall cause income tax returns for the Company to be prepared, at Company expense, and timely filed with the appropriate authorities. Within 60 days after the end of each Company Year and within 15 days of the due date for estimated tax payments, each Member shall be furnished with a statement indicating the amounts of any Net Profits and Net Losses allocated to such Member, and the amount of any distributions made to such Member pursuant to this Agreement. The Company shall pay all required taxes attributable to the Company, if any, including without limitation any sales taxes. The Company shall provide each Member with the necessary apportionment data for all state tax returns.

(d) The Company shall furnish each Member with it Schedule K-1 within 60 days of the end of each Company Year. Each Member shall provide the Company with information relevant to tax status or reporting of the Company as reasonably requested by the Company from time to time.

(e) Notwithstanding anything to the contrary in this Section 14.5 , any other provision of this Agreement or the Act, any Member that is, or is an Affiliate of, a financial institution that is a lender or a participant in any of the Company’s loan programs shall not be entitled to inspect or otherwise have access to any performance or other data that identifies loans owned by any other financial institution.

Section 14.6 Bank Accounts . All funds of the Company shall be deposited in the Company’s name in one or more amounts at such Federally-insured bank, savings and loan or building and loan, or other commercial institutions, as the Manager shall, from time to time, determine. Withdrawals from any such accounts shall be made upon such signature(s) as the Manager shall, from time to time, designate.

Section 14.7 Investment Representation and Indemnity . Each Member, by executing this Agreement or any agreement to be bound by this Agreement, represents to the other Members and to the Company that:

(a) such Member has acquired his or its Unit in the Company with the intent of holding such interest for investment and without the intent of participating, directly or indirectly, in any “sale or distribution” (for securities laws purposes) unless he or it shall first comply with all applicable securities laws;

(b) such Member is a bona fide resident of the state of its mailing address as shown in this Agreement; and

(c) such Member shall indemnify the other Members and the Company from and against any and all loss, damage, liability, claims and expenses incurred, suffered or sustained by any of them in any manner because of the falsity of any representation made in this Section 14.7 including, without limitation, liability which would not have occurred (had such representation been true) for violation of the securities laws of the United States or of any state.

Section 14.8 Governing Law . This Agreement and all matters arising hereunder shall be construed and interpreted according to, and governed by, the laws of the State of Georgia without regard to the principles of conflicts of laws thereof.

Section 14.9 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 14.10 Jurisdiction; Service of Process . Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, or relating in any manner to, this Agreement (whether based on contract, tort or any other theory) must be brought against any of the parties in Fulton County, Georgia, or in the United States District Court for the Northern District of Georgia, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

Section 14.11 Counsel . The parties acknowledge that the Company was represented by legal counsel at all times during the preparation of this Agreement. The Company’s legal counsel has advised each Member that a conflict may exist between the interests of such Member and those of the Company or the other Members. The Company’s legal counsel has further advised each Member to seek the advice of independent counsel before entering into this Agreement. Each Member has had all information necessary to make an informed decision with regard to this Agreement and the opportunity to consult with independent counsel before entering into this Agreement and, with the Company, waives all claims against the Company’s legal counsel regarding any possible conflict of interest with regard to this Agreement or its preparation. The parties also acknowledge that the Company’s legal counsel may currently represent, or may have represented, one or more of the Members or its Affiliates in other matters; and the parties hereby waive any actual or potential conflict of interest arising out of that representation, and consent to the representation of the Company in this matter and to the continued representation of the parties in other matters.

Section 14.12 Limited Liability Company . The parties to this Agreement agree to form a limited liability company and do not intend to form a partnership under the laws of the State of Georgia or any other laws; provided , however , that, as set forth in Section 13.4 , to the extent permitted by law, the Company will be treated as a partnership for U.S. Federal, state, local and non-U.S. tax purposes, to the extent applicable.

Section 14.13 Construction . In the event any provision of this Agreement shall be found to be void by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding with the same effect as though the void provision had not been included herein unless such void provision or clause shall be so significant as to materially affect the Members’ expectations regarding this Agreement. Otherwise, the Members agree to replace any

void provision with a valid provision which most closely approximates the intent and economic effect of the void provision.

Section 14.14 Interpretation . The parties hereto acknowledge and agree that (a) each party hereto and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision, (b) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement and (c) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto, regardless of which party was generally responsible for the preparation of this Agreement.

Section 14.15 Entire Agreement . This Agreement, together with all exhibits and schedules hereto and all other agreements referenced herein and therein, including, for the avoidance of doubt, the Exchange Agreement and the Tax Receivable Agreement, contains the entire agreement of the parties hereto relating to the subject matter hereof and supersedes all prior contracts, agreements, discussions and understandings between them. No course of prior dealings between the parties shall be relevant to supplement or explain any term used in this Agreement. Acceptance or acquiescence in a course of performance rendered under this Agreement shall not be relevant to determine the meaning of this Agreement even though the accepting or the acquiescing party has knowledge of the nature of the performance and an opportunity for objection.

Section 14.16 Headings . All headings in this Agreement are for convenience only, are not a part of this Agreement and shall not be used as an aid in the construction of any provision hereof.

Section 14.17 Number and Gender . As used herein, the singular and plural each includes the other, the masculine, feminine and neuter each include the others, and this Agreement shall be read accordingly when required by the facts.

Section 14.18 Waiver . A waiver of any default or breach hereunder by any party hereto shall not constitute a waiver by such party of any other default or breach, or a subsequent waiver by such party of the same default or breach. Further, to be effective, any waiver shall be in writing and shall be signed by the party granting such waiver; provided that any waiver of any rights under this Agreement shall be treated as an amendment to such rights with respect to the matter that is subject of the waiver, and approval of such waiver shall be provided in accordance with Section 14.3 .

Section 14.19 Counterparts . This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of the counterparts together shall constitute one and the same instrument.

Section 14.20 Remedies; Prevailing Party . Any Person having any rights under any provision of this Agreement will be entitled to enforce its rights under this Agreement to recover damages and costs (including attorneys’ fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this

Agreement. In the event of any litigation arising from any claim, controversy, dispute or cause of action based upon, arising out of or relating to this agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including court costs, attorneys’ fees, and all other related expenses incurred in such claim, controversy, dispute or cause of action.

(Signatures appear on the following pages)

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.

	COMPANY

	GreenSky Holdings, LLC

	By:
		Chief Executive Officer

(Signature Page to Operating Agreement)

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.

	COMPANY

	GreenSky, Inc.

	By:
		Chief Executive Office

(Signature Page to Operating Agreement)

IN WITNESS WHEREOF, the undersigned have executed this Operating Agreement as of the date first written above.


	(Member Name)


	By:
	Name:
	Title:

(Signature Page to Operating Agreement)

EXHIBIT A

DEFINITIONS

The terms listed below have the meanings given to them in the referenced sections:

Term	Section
Agreement	Preamble
Adjustment Liability	6.3(b)
Adjustment Liability Shortfall	6.3(b)
Business	1.4
Cause	3.4
Claims	12.2
Confidential Information	14.1
Company	Preamble
Covered Persons	12.1
Dissociated Member	9.1
Event of Dissociation	9.1
Exempted Person	3.1
GreenSky	Background
Member Indemnitors	12.4
Partnership Representative	13.3(a)
Permitted Members	5.1
Permitted Transfers	8.1
Permitted Transferees	8.1
Regulatory Voting Restriction	2.4
Related Person	3.1(b)
Restricted Member	5.1
Specified Covered Persons	12.4
Transfer	8.1
Transferor Member	8.1
Vesting Date	7.3

As used in this Agreement, each of the following terms shall have the specific definition indicated:

“ Act ” means the Georgia Limited Liability Company Act, as from time to time amended, or any provisions from time to time in effect and corresponding thereto.

“ Adjusted Capital Account Deficit ” means the deficit balance, if any, in a Member’s Capital Account at the end of the relevant taxable period after giving effect to the following adjustments:

(i)

The crediting to such Capital Account of any amount which such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to Regulations Sections 1.704¬2(g)(1) and 1.704-2(i)(5); and

(ii)

debiting thereto the items described in Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1 (b)(2)(ii)(d)(6).

The foregoing is intended to comply with the provisions of Regulations Section 1.704- 1(b)(2)(ii)(d), and shall be interpreted consistently therewith.

“ Affiliate ” means, with respect to any individual, corporation, partnership, limited liability company, trust or other entity (collectively referred to as a “ person ”), any of the following:

(i)

any person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another person;

(ii)

any person owning or controlling ten percent (10%) or more of the outstanding voting securities or beneficial interest of another person;

(iii)

any person who is an officer, director, general partner or trustee of such person, or anyone acting in a substantially similar capacity to such person;

(iv)

any person who is an officer, director, general partner, trustee or holder of ten percent (10%) or more of the voting securities or beneficial interest of any of the foregoing; and

	(v)	with respect to Ithan Creek Investors USB, LLC, any mutual funds or similar pooled vehicles or accounts that are controlled by, under common control with, managed or advised by the same management company or registered investment advisor (or an affiliate of such management company or registered investment advisor) as Ithan Creek Investors USB, LLC;

		but shall not be deemed to include (a) any person providing legal, accounting or other professional services to the Company, its Members or their Affiliates merely by reason of the provision of such services or (b) any portfolio company of the Investor or its Affiliates.

For avoidance of doubt, with respect to an Institutional Member, an Affiliate shall also include any Affiliated Fund.

“ Affiliated Fund ” means each corporation, trust, limited liability company, general or limited partnership or other entity controlling or under common control with the relevant Institutional Member.

“ Assignee ” means a transferee of a Unit who shall not have been admitted as a Substituted Member.

“ Capital Account ” means, with respect to any Member, the Capital Account maintained for such Member in accordance with the following provisions:

(i)

To each Member’s Capital Account there shall be credited (A) such Member’s Capital Contributions, (B) such Member’s distributive share of

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Net Profits and any items in the nature of income or gain that are specially allocated pursuant to Section 1 or Section 2 of Exhibit C hereof, and (C) the amount of any Company liabilities assumed by such Member or that are secured by any property distributed to such Member. The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note (or a Member related to the maker of the note within the meaning of Regulations Section 1.704-1(b)(2)(ii)(c)) shall not be included in the Capital Account of any Member until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.704- 1(b)(2) (iv)(d) (2);

(ii)

To each Member’s Capital Account there shall be debited (A) the amount of money and the Gross Asset Value of any property distributed to such Member pursuant to any provision of this Agreement, (B) such Member’s distributive share of Net Losses and any items in the nature of expenses or losses that are specially allocated pursuant to Section 1 or Section 2 of Exhibit C hereof, and (C) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company;

(iii)

In the event Units are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Units; and

(iv)

In determining the amount of any liability for purposes of subparagraphs (i) and (ii) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Manager determines that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities that are secured by contributed or distributed property or that are assumed by the Company or any Members), the Manager may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any person pursuant to ARTICLE X hereof upon the dissolution of the Company. The Manager also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q) and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

“ Capital Contribution ” means, with respect to any Member, the amount of money and the fair market value of assets (when contributed) as reasonably determined by the Manager, in each

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case, contributed to the Company with respect to such Member’s Units, including initial and additional contributions.

“ Class A Common Stock ” means the Class A Common Stock, par value $.01, of GreenSky.

“ Class B Common Stock ” means the Class B Common Stock, par value $.01, of GreenSky.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Common Units ” means the Units designated as Common Units under this Agreement.

“ Company Minimum Gain ” has the same meaning as the term “partnership minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-(2)(d).

“ Company Percentage ” of a Member on a pertinent date means the ratio (expressed as a percentage) of the number of Common Units held by such Member to the aggregate Common Units held by all Members.

“ Company Year ” means the accounting period of the Company.

“ Contributed Property ” means property contributed by a Member to the Company, the income tax basis of which to the Company is determined, in whole or in part, by reference to the income tax basis of such property (or of any property exchanged for such property) in the hands of such Member.

“ Depreciation ” means, for each Company Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable with respect to an asset for such Company Year for Federal income tax purposes, except that if the Gross Asset Value of an asset differs from its adjusted basis for Federal income tax purposes at the beginning of such Company Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the Federal income tax depreciation, amortization, or other cost recovery deduction for such Company Year bears to such beginning adjusted tax basis; provided , however , that if the adjusted basis for Federal income tax purposes of an asset at the beginning of such Company Year is zero ($0), Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Members.

“ Distributable Cash ” means the excess, if any, of

(i)

the Company’s aggregate cash receipts (other than Capital Contributions) over

(ii)

the aggregate of the Company’s expenditures from such cash receipts (including, but not limited to, debt service and debt reduction with respect to any loans made by Members to the Company) and such amounts as the Manager determines are reasonable to retain from such cash receipts for Company purposes;

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provided , however , that retained amounts shall become Distributable Cash when the Manager determines that their retention is no longer necessary; provided , further , however , that Distributable Cash shall not be reduced by depreciation, amortization, cost recovery deductions and other similar non-cash expenses.

“ Economic Risk of Loss ” means the economic risk of loss that a Member or a Related Person bears for a Company liability as determined under Regulations Section 1.752-2.

“ Effective Date ” means ●, 2018.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exchange Agreement ” means the Exchange Agreement(s) among the Company, GreenSky and the other Persons named therein providing generally for the exchange of Common Units, together with shares of Class B Common Stock, for Class A Common Stock.

“ Family Group ” means, with respect to a Person who is an individual, (i) such Person’s spouse and direct descendants (whether natural or adopted) (collectively, for purposes of this definition, “ relatives ”), and (ii) any trust, the trustee of which is such Person and which at all times is and remains solely for the benefit of such Person and/or such Person’s relatives.

“ GAAP ” means United States generally accepted accounting principles, consistently applied.

“ Gross Asset Value ” shall mean, with respect to any asset, the adjusted basis of the asset for federal income tax purposes, except as follows:

(a) with the exception of contributions in the form of cash, the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as reasonably determined by the Manager;

(b) the Gross Asset Value of all Company assets shall be adjusted to equal their respective gross fair market values as reasonably determined by the Manager, immediately prior to the following times: (i) the acquisition of additional Units or other interests in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for Units or other interests in the Company; (iii) the grant of Units in the Company (other than a de minimis number of Units) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a Member capacity, or by a new Member acting in a Member capacity or in anticipation of becoming a Member (including the grant of Incentive Units); and (iv) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided , however , that adjustments pursuant to subsections (i), (ii) and (iii) of this subclause (b) shall be made only if the Manager reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interest of the Members in the Company;

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(c) the Gross Asset Value of any Company asset distributed to any Member shall be the gross fair market value of such asset on the date of distribution as reasonably determined by the Manager; and

(d) the Gross Asset Values of the Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subclause (vii) of the definition of “Net Profits and Net Losses;” provided , however , that such Gross Asset Values shall not be adjusted pursuant to this subclause (d) to the extent that the Manager determines that an adjustment pursuant to subclause (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subclause (d).

“ Incentive Plan ” shall mean the Equity Incentive Plan of the Company or any successor plan of the Company.

“ Incentive Unit Agreement ” shall mean an agreement between a Member and the Company evidencing an award of Incentive Units.

“ Incentive Units ” shall mean the membership interests including, without limitation, Profits Interests (and options to purchase membership interests) in the Company issued to certain of the Company’s Manager, executives and other service providers and designated as such upon issuance, having the powers, preferences, rights, qualifications, limitations and restrictions set forth herein, in the Incentive Plan and the applicable Incentive Unit Agreements.

“ Institutional Member ” means a bank, bank holding company, or investment fund, or a subsidiaries thereof.

“ IPO ” means the initial public offering of shares of Class A Common Stock by GreenSky.

“ LLC Employee ” means an employee of, or other service provider to, the Company or any Subsidiary, in each case acting in such capacity.

“ Manager ” means the person or persons designated or elected as such pursuant to ARTICLE III of the Agreement, and initially shall mean GreenSky in such capacity.

“ Market Price ” means, with respect to a share of Class A Common Stock as of a specified date, the last sale price per share of Class A Common Stock, regular way, or if no such sale took place on such day, the average of the closing bid and asked prices per share of Class A Common Stock, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the • Exchange or, if the Class A Common Stock is not listed or admitted to trading on the • Exchange, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Class A Common Stock is listed or admitted to trading or, if the Class A Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc.

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Automated Quotation System or, if such system is no longer in use, the principal other automated quotation system that may then be in use or, if the Class A Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Class A Common Stock selected by Board of Directors of GreenSky or, in the event that no trading price is available for the shares of Class A Common Stock, the fair market value of a share of Class A Common Stock, as determined in good faith by the Board of Directors of GreenSky.

“ Member(s) ” means, individually, each of the signatories to this Agreement other than the Company and, collectively, all of the Members, and includes any party or parties substituted for any of them pursuant to ARTICLE VIII hereof.

“ Member Nonrecourse Debt ” has the same meaning as the term “partner nonrecourse debt” in Regulations Section 1.704-2(b)(4).

“ Member Nonrecourse Debt Minimum Gain ” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Regulations 1.704-2(i)(3).

“ Member Nonrecourse Deductions ” has the same meaning as the term “partner nonrecourse deductions” in Regulations 1.704-2(i)(1) and 1.704-(2)(i)(2).

“ Net Precontribution Gain ” means the net gain (if any) that would have been recognized by the distributee Member under Section 704(c)(1)(B) of the Code if all property that (i) had been contributed to the Company within seven (7) years of the distribution and (ii) is held by the Company immediately before the distribution had been distributed by the Company to another Member. If any portion of the property distributed consists of property that had been contributed by the distributee Member to the Company, then such property shall not be taken into account in determining Net Precontribution Gain. If the property distributed consists of an interest in an entity, the preceding sentence shall not apply to the extent that the value of such interest is attributable to the property contributed to such entity after such interest had been contributed to the Company.

“ Net Profits and Net Losses ” means, for a Company Year, an amount equal to the Company’s taxable income or loss for such period determined in accordance with Code Section 703(a), adjusted as follows:

(i)

There shall be included all items of income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1);

(ii)

any income of the Company exempt from Federal income tax shall be added;

(iii)

any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted;

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(iv)

in the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (a) or (b) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits and Net Losses;

(v)

gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for Federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(vi)

in lieu of the depreciation, amortization and other cost recovery deductions calculated pursuant to Code Section 703(a), there shall, be taken into account Depreciation for such Company Year, computed in accordance with the definition of Depreciation;

(vii)

to the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Net Profits and Net Losses; and

(viii)

any item of Company income, gain, loss or deduction which shall be specially allocated pursuant to Sections 1 and 2 of Exhibit C hereto shall not be included in Net Profits and Net Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Exhibit C , Sections 1 and 2 hereof shall be determined by applying rules analogous to those set forth in subparagraphs (ii) through (vii) above.

“ Nonrecourse Deductions ” has the meaning set forth in Regulations Section 1.704-2(b)(1) and 1.704-2(c).

“ Nonrecourse Liability ” has the meaning set forth in Regulations Section 1.704-2(b)(3).

“ Partnership Audit Provisions ” means the Bipartisan Budget Act of 2015 and Sections 6221-6231 of the Code (and the Regulations promulgated thereunder), as amended thereunder.

“ Person ” or “ person ” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability

A- 8

company, governmental authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ Profits Interest ” means an interest in the future profits of the Company satisfying the requirements for a partnership profits interest transferred in connection with the performance of services, as set forth in IRS Revenue Procedures 93-27 and 2001-43, or any future IRS guidance or other authority that supplements or supersedes the foregoing IRS Revenue Procedures.

“ Regulated Holder ” means a bank or bank holding companies, together with its subsidiaries.

“ Regulations ” means the Federal income tax regulations promulgated under the Code; including temporary Regulations, as amended.

“ Regulatory Allocations ” has the meaning ascribed to it in Section 2 of Exhibit C hereto.

“ Reorganization ” means the transactions described in the Reorganization Agreement among the Company, GreenSky, and the other parties thereto dated as of •, 2018.

“ Related Person ” means a person having a relationship to a Member described in Regulations Section 1.752-4(b).

“ Subsidiary ” means any corporation, partnership, joint venture or other entity of which the Company owns, directly or indirectly, more than 20% of the outstanding voting securities or equity interests.

“ Substitute Member ” means an Assignee who shall have been admitted to all of the rights of membership pursuant to this Agreement (other than as set forth in Section 8.5 ). As a Substitute Member, an Assignee shall succeed to the Capital Account of the transferor Member and all the terms and conditions of this Agreement (other than as set forth in Section 8.5 ) shall inure to the benefit of, and be binding upon, such Substitute Member, his estate, his personal representatives, his heirs and legatees, and his successors in interest.

“ Tax Rate ” means the greater of (i) 45% or (ii) a rate equal to the highest effective marginal combined federal, state and local income tax rate for a Company Year applicable to Parent for such Company Year, taking into account the character of the relevant tax items (e.g., ordinary or capital) as reasonably determined by the Manager, which, with respect to each of clauses (i) and (ii), in no event shall exceed the highest effective marginal combined federal, state and local income tax rate for a Company Year applicable to any individual or corporation that is a resident of New York State and New York City.

“Tax Receivable Agreement” means the Tax Receivable Agreement among the Company, GreenSky and the other Persons named therein providing generally GreenSky will agree to pay those other Persons 85% of certain cash tax savings, if any, in United States federal, state and local taxes that GreenSky realizes or is deemed to realize in connection with the Reorganization transactions, the offering-related transactions and any future exchanges of Units for Class A Common Stock pursuant to the Exchange Agreement.

“Unit ” means a portion of the interest of a Member in the Company, including any and all benefits to which such Member may be entitled to under the Act and in this Agreement, together with all obligations of such Member to comply with the terms and provisions of this Agreement.

“ Value ” means (a) for any stock option, the Market Price for the trading day immediately preceding the date of exercise of a stock option under such stock option; and (b) for any equity

A- 9

security other than a stock option, the Market Price for the trading day immediately preceding the Vesting Date.

A- 10

EXHIBIT B

MEMBERSHIP UNITS

AND COMPANY PERCENTAGES

[To Follow]

EXHIBIT C

ALLOCATIONS

1. (a) Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(f), notwithstanding any other provision of this Section 1 to the contrary, if there shall be a net decrease in Company Minimum Gain for a Company Year, each Member shall be specially allocated items of Company income and gain for such Company Year (and, if necessary, subsequent Company Years) equal to each such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). If a minimum gain chargeback shall exceed the Company’s income and gain for the Company Year, such excess shall be treated as a minimum gain chargeback requirement in each succeeding Company Year until fully charged back. This Section is intended to comply with the minimum gain chargeback requirement of Regulations Section 1.7042(f) and shall be interpreted consistently therewith.

(b) Member Minimum Gain Chargeback . Except as otherwise provided in Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this Section 1 to the contrary, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Year, each Member who has a share of Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Company Year (and, if necessary, subsequent Company Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Regulations Sections 1.704-2(i)(4) and 1.704- 2(j)(2). This Section is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(c) Qualified Income Offset . In the event any Member shall unexpectedly receive any adjustments, allocations or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), there shall subsequently be specially allocated to such Member items of income and gain so as to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible; provided , however , that an allocation pursuant to this Section 1(c) shall be made only if, and to the extent, such Member would have an Adjusted Capital Account Deficit after all allocations provided for in this Exhibit C , other than those required by this Section 1(c) , have been made.

(d) Gross Income Allocation . In the event any Member shall have Adjusted Capital Account Deficit at the end of any Company Year, there shall be specially allocated to each such Member subsequent items of income or gain in the amount of such excess as quickly as possible; provided , however , that an allocation pursuant to this Section 1(d) shall be made only if, and to the extent, such Member would have a negative Capital Account balance after all other allocations

provided for in this Exhibit C , other than those required by Section 1(c) hereof and this Section 1(d) , have been made.

(e) Nonrecourse Deductions . Nonrecourse Deductions for any Company Year or other period shall be allocated among the Members, pro rata , based on their respective share of Net Profits and Net Losses under Section 5.1 .

(f) Member Loan Nonrecourse Deductions . Any Nonrecourse Deductions for any Company Year or other period pertaining to any nonrecourse loan made by a Member to the Company shall be allocated to the Member who bears the Economic Risk of Loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). If more than one Member bears the economic risk of loss, such deduction shall be allocated between or among such Members in accordance with the ratios in which such Members share such economic risk of loss.

(g) Section 754 Adjustments . To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743 (b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704- 1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s Units in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their Units in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

2. Curative Allocations . The allocations set forth in Sections 1 and 5 of this Exhibit D (the “ Regulatory Allocations ”) are intended to comply with certain requirements of Regulations Section 1.704. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 2 . Therefore, notwithstanding any other provision of this Exhibit C (other than the Regulatory Allocations), the Members shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 5.1 of the Agreement.

3. Allocations Upon Transfer . Any implication in this Agreement to the contrary notwithstanding, if any Unit shall be transferred during any Company Year, the Net Profits and Net Losses allocable with respect to such Unit for such Company Year shall be allocated between the transferor and the transferee on the basis of the number of days in such Company Year each party was, according to the books and records of the Company, the owner of record of the Unit transferred, unless the transferor and transferee agree to use the closing of the books method, and agree to pay the costs of the Company in effectuating such closing of the books. Anything in this Section 4 notwithstanding, however, items described in Code Section 706(d)(2)(B) must be allocated pursuant to Code Section 706(d)(2).

C- 2

4. Tax Treatment of Certain Distributions . To the extent permitted by Section 1.704-2(h)(3) of the Regulations, the Manager shall endeavor not to treat distributions of Distributable Cash as having been made from the proceeds of a Nonrecourse Liability or Member Nonrecourse Debt.

5. Section 737 Gain . In the case of any distribution by the Company to a Member, such Member shall be treated as recognizing gain in an amount equal to the lesser of:

(a) the excess (if any) of (i) the fair market value of the property (other than money) received in the distribution, over (ii) the adjusted basis of such Member’s interest in the Company immediately before the distribution reduced (but not below zero) by the amount of money received in the distribution, or

(b) the Net Precontribution Gain of the Member.

Allocations pursuant to this Section 7 are solely for purposes of Federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profits, Net Losses, other items, or distributions pursuant to any provision of this Agreement.

C- 3

Exhibit 10.5

January 2, 2012

Mr. Tim Kaliban

##### ###### ##### #####

#####, ####### #####

Dear Tim:

Outweb, Inc. (Outweb) provides GreenSky Trade Credit LLC (GreenSky) with its administrative and other staffing. Outweb is pleased to offer you a full-time position to serve as President of GreenSky. The position will be located in Atlanta, Georgia and includes the duties we discussed and others as assigned from time-to-time.

Your initial annual salary will be $230,000. In addition, you can earn a bonus of up to $50,000 per year based upon achievement during 2012 of aggressive but feasible personal and corporate goals that we mutually establish at the time that you start work. Subsequent years’ bonus targets will be determined prior to the start of each calendar year. It is anticipated that the bonus opportunity may increase commensurate with Employee’s performance, scope of responsibilities, and the financial performance of GreenSky.

You will be paid in accordance with Outweb’s customary payroll practice, which currently provides for bi-monthly pay periods, subject to tax withholdings and other standard payroll deductions. You will be eligible for the benefits Outweb provides to other employees at your level. The benefits are specified in the Outweb Employee Manual and currently include 16 personal time-off (PTO) days per year (earned on a pro-rata basis and to be used for vacation, sickness or personal time), health and dental insurance, flexible spending/cafeteria plan, and optional AFLAC supplemental insurance.

Following your start date, GreenSky will award you an option to purchase 240,000 Class A Units pursuant to its standard award agreement.

As an Outweb employee, you will be expected to abide by all of Outweb’s policies, practices, and procedures. You also agree to execute and deliver, prior to your employment, Outweb’s standard Confidentiality, Non-Solicitation, Non-Recruitment, Non-Competition, and Invention Assignment Agreement, copy of which is attached for your execution. The Agreement contains various provisions relating to your employment including provisions restricting your use of confidential information, prohibiting you from competing for nine months after termination of employment, and prohibiting you from hiring Outweb or GreenSky employees for a period of one year from the date of employment.

Neither the contents of this letter nor any Outweb policy, procedure or practice, whether written or verbal, or the acceptance or continuation of employment, constitutes a contract of employment or promise to employ you, nor do they create an implied duty or contractual obligation between you and Outweb. Either you or Outweb may terminate your employment relationship at any time and for any reason, with or without cause, reason, or advance notice.

1797 Northeast Expressway Ÿ Suite 100 Ÿ Atlanta, GA 30329 Ÿ 404-8324000 Ÿ Fax 480-247-4054

www.outweb.com

The nature of this employment relationship cannot be changed except in writing by you and an executive officer of Outweb.

Except as may be prohibited by law, any dispute arising under the terms of this letter or otherwise relating to your employment shall be settled exclusively by arbitration in Fulton County, Georgia in accordance with the employment rules of the American Arbitration Association then in effect.

As required by law, this offer of employment is subject to satisfactory proof of your right to work in the United States. By accepting this offer, you represent and warrant that your employment with Outweb will not violate any agreement, obligation or understanding that you may have with any party or prior employers. This offer of employment is contingent upon completion to Outweb’s sole satisfaction of a credit and background investigation.

If you choose to accept our offer under the terms described, please sign below and return an executed copy of this letter and an executed copy of the attached Employment Agreement to me no later than close of business on January 2, 2011. Your start date will be not later than February 1, 2012.

We look forward to your favorable reply and to a productive and enjoyable work relationship. We are excited to have you join us.

Very truly yours,

/s/ David Zalik

David Zalik

Chief Executive Officer

	Accepted by	/s/ Timothy D. Kaliban

	Date	Jan. 2, 2012

1797 Northeast Expressway Ÿ Suite 100 Ÿ Atlanta, GA 30329 Ÿ 404-8324000 Ÿ Fax 480-247-4054

www.outweb.com

Exhibit 10.14(a)

CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED

AMENDMENT NO. 4 TO LOAN ORIGINATION AGREEMENT

THIS AMENDMENT NO. 4 TO LOAN ORIGINATION AGREEMENT (this “Amendment”) is made as of April 30, 2018, by and between GreenSky, LLC, a Georgia limited liability company (“Servicer”), and Fifth Third Bank, an Ohio-chartered, FDIC-insured bank (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Origination Agreement (as defined herein).

WITNESSETH:

WHEREAS, Lender and Servicer have previously entered into that certain Loan Origination Agreement dated as of August 25, 2016, as amended by Amendment No. 1 to Loan Origination Agreement by and between Lender and Servicer, dated July 1, 2017, Amendment No. 2 to Loan Origination Agreement by and between Lender and Servicer, dated February 15, 2018, and Amendment No. 3 to Loan Origination Agreement by and between Lender and Servicer, dated March 20, 2018 (collectively, the “Loan Origination Agreement”); and

WHEREAS, Lender and Servicer desire to further amend the Loan Origination Agreement as set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Servicer hereby agree as follows:

1. The Loan Origination Agreement is hereby amended as follows:

a. The “New Application Minimum Requirements” in each of Schedule A-1 and Schedule A-2 to the Loan Origination Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

[*****]

b. The caption “Terms” and Section A thereunder in Schedule A-1 to the Loan Origination Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

[*****]

c. The caption “Portfolio Characteristics” in Schedule A-1 to the Loan Origination Agreement is hereby amended by adding the following as a new Section F thereunder:

[*****]

2. Except as expressly amended hereby, the Loan Origination Agreement shall remain in full force and effect.

4-30-18

Exhibit 10.14(a)

3. This Amendment may be executed and delivered by Lender and Servicer in facsimile or PDF format and in any number of separate counterparts, all of which, when delivered, shall together constitute one and the same document.

[Signature page follows]

4-30-18

Exhibit 10.14(a)

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	SERVICER :

	GREENSKY, LLC

	By:	/s/ Timothy D. Kaliban
	Name:	Timothy D. Kaliban
	Title:	President

	LENDER :

	FIFTH THIRD BANK

	By:	/s/ Ben Hoffman
	Name:	Ben Hoffman
	Title:	SVP

	By:	/s/ Tim Spence
	Name:	Tim Spence
	Title:	EVP

Signature Page to

Amendment No. 4 to Loan Origination Agreement

4-30-18

Exhibit 10.16

AMENDED AND RESTATED

CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (“Agreement”) is made and entered into as of the 15th day of October, 2012 (“Effective Date”), by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“Greensky”), and Comdata Network, Inc., a Maryland corporation (“Comdata”).

RECITALS:

Comdata is currently registered as a Member Service Provider with MasterCard International, has an arrangement with Regions Bank to issue MasterCard cards on its behalf, and operates MasterCard card programs.

Greensky is a lender to, among other persons, certain customers of home improvement retailers and wholesale clubs.

Comdata and Greensky previously executed a Co-Branded MasterCard Card Program Agreement in 2006, and a Co-Branded MasterCard Card Program Agreement dated February 16, 2011 (the “Previous Agreements”) pursuant to which, Greensky offers co-branded MasterCard card programs as described on Exhibit A (the “Existing Programs”).

Comdata and Greensky desire to expand the Existing Programs to include the “Greensky Home Improvement Finance Program” and other approved programs.

The Parties desire to amend and restate the Previous Agreements to incorporate certain changes in the operation of the Existing Programs and to include new programs.

IN CONSIDERATION of the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Greensky and Comdata agree as follows:

AGREEMENT :

Definitions . Capitalized terms used in this Agreement shall have the meanings set forth in this Section 1.

(a)

“ Agreement ” means this Amended and Restated Co-branded MasterCard Card Program Agreement, together with all exhibits, schedules and attachments, as the same may be amended, modified or supplemented from time to time during the Term.

(b)

“Available Spend” means the credit balance available on a Customer’s account based on the credit limit underwritten by Greensky for each Customer account and communicated in writing to Comdata by Greensky.

(c)

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday and on which banking institutions in the city of Nashville, Tennessee are open for business.

(d)

“ Card ” means the co-branded MasterCard card more particularly described in Section 2(b) and also includes the Initial Bar Code described in Section 2(c).

(e)

“ Comdata ” means Comdata Network, Inc., a Maryland corporation.

(f)

“ Customer ” or “ Cardholder ” means a U.S. based customer of Greensky or Program Sponsor that has signed up for the Program.

(g)

“Funding Bank” means a bank or other financial institution that has an obligation to fund a portion of the Program on behalf of Greensky pursuant to an loan origination agreement or similar agreement with Greensky.

(h)

“ Greensky ” means Greensky Trade Credit, LLC, a Georgia limited liability company.

(i)

“ International Transaction ” means a Transaction that involves a merchant located outside of the United States of America or not in US Dollars.

(j)

“ Issuing Bank ” means the MasterCard member that issues the Cards for the Program. Initially, the Issuing Bank will be Regions Bank, an Alabama state bank.

(k)

“ MasterCard ” means MasterCard International.

(l)

“ Party ” means either Comdata or Greensky, as the case may be, and “ Parties ” means Comdata and Greensky collectively.

(m)

“ Program ” means a co-branded MasterCard card program as more particularly described in Section 2 of this Agreement.

(n)

“ Program Sponsor ” means a retail or wholesale club or other vender that will be the point of origination for the Greensky home improvement or other loans, subject to the approval of Comdata, MasterCard and the Issuing Bank.

(o)

“ Term ” has the meaning assigned in Section 4 of this Agreement.

(p)

“ Transaction ” means utilization of a Card (or Card numbers) to purchase goods or services.

The Program .

(a)

General . The Program is a co-branded MasterCard card that will be offered by Greensky to prospective Customers who will use the Card to access their loan proceeds for purchases at Program Sponsor locations, at merchants or service providers associated with a Program Sponsor or at other locations where MasterCard is accepted, as determined for the specific Program. The Program is subject to approval by MasterCard and must be operated at all times in accordance with MasterCard rules, as the same may change from time to time during the Term. Comdata will be responsible for MasterCard compliance and may, with notice to Greensky, alter the Program as necessary to remain in compliance and/or may terminate this Agreement effective on thirty (30) days written notice (unless a shorter notice period is required by MasterCard) if MasterCard does not approve, or revokes its approval of, the Program, or if the Program otherwise is out of compliance and cannot feasibly be made to comply with MasterCard rules. Greensky will be required to sign an application for the

Program to be submitted to MasterCard for approval. Greensky is required to submit all card designs, marketing materials and other collateral regarding the Program to Comdata for conformance with MasterCard rules and prior approval by Issuing Bank and MasterCard. Without limiting the foregoing, Greensky acknowledges that each Program Sponsor, and each Program is subject to the approval of Comdata, MasterCard and the Issuing Bank.

Greensky acknowledges and agrees that (i) Comdata is not in the business of providing consumer credit, and (ii) to the extent Cards are issued to consumers, Greensky assumes sole responsibility and liability for compliance with all applicable federal, state and local laws, rules or regulations relating to consumer financing activities or the use of the Cards in connection with such consumer financing activities, including, without limitation, all disclosure requirements. Greensky shall indemnify and hold harmless Comdata, MasterCard and Issuing Bank from any and all claims, liabilities, damages or expenses (including reasonable attorneys’ fees) arising out of or in connection with the issuance of any Cards to an individual consumer, or the extension of consumer credit in connection with the Program.

(b)

Co-branded Card . The Card will be a co-branded MasterCard card, bearing both the MasterCard brand and the logo or design of the applicable Program Sponsor, subject to MasterCard approval. Greensky, in conjunction with the applicable Program Sponsor, shall be responsible for choosing its artwork and graphic design for the Cards and for obtaining any permission as necessary to utilize such artwork and graphics. All Cards will be issued by Issuing Bank. Greensky and the Program Sponsor will be required to sign an Affinity Agreement with the Issuing Bank, which includes a license of trademarks and trade names for the Program. All Cards shall remain the property of Issuing Bank. For some Program Sponsors, an actual plastic Card may not be issued, but instead the Customer will utilize the Initial Bar Code described below to access his or her loan proceeds.

(c) Card Issuance . Prospective Customers may apply for their Greensky loan through a Program Sponsor service desk and when the Customer is approved for a loan by Greensky, Greensky will issue a printed bar code and account number (“Initial Bar Code”) that may be used to access the Customer’s loan proceeds. For some Program Sponsors, Comdata will mail personalized Cards to the Customers within ten (10) business days of issuance of the Initial Bar Code, but for other Program Sponsors, the Customer will continue to use the Initial Bar Code to access his or her loans.

(d)

Card Acceptance . Card acceptance may be restricted to merchant category codes related to the home improvement industry, wholesale clubs or others to be agreed upon from time-to-time by Greensky and Comdata, subject to below floor limit Transactions and merchant identification changes. For certain Program Sponsors, such as The Home Depot, the Cards may be restricted to certain Program Sponsor locations designated by Greensky. All Transactions will be authorized and settled through the MasterCard network. Greensky understands that the restricted card acceptance is based on the merchant category codes, or the merchant identification code, marketer ID and acquirer ID set by the MasterCard network, and that these codes could be changed without prior notice to Comdata. Also, under MasterCard rules Transactions below the merchant’s floor limit may be processed manually rather than electronically, and accordingly will be approved regardless of the merchant identification. International transactions will be blocked.

(e)

Program Responsibilities . Each Party is responsible for certain aspects of the Program as follows:

(i)

Greensky’s responsibilities . Greensky shall be responsible for the following:

(1)

All marketing activities for the Program;

(2)

Approval and credit underwriting of all Customers for the Program;

(3)

Compliance with all federal, state and local laws and regulations, including, without limitation, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Truth in Lending Act, the federal Bank Secrecy Act and USA Patriot Act/OFAC and any regulations promulgated to implement such laws;

(4)

Communications to Comdata of new Customers for the Program, including transmission of account set up information;

(5)

Payment to Comdata for all Transactions on all Customer accounts along with Customer account level payment application detail, as more particularly described in Section 3 below;

(6)

Invoicing Customers and collection from Customers for all Transactions on all Customer accounts; and

(7)

Customer service relating to invoicing and payment issues.

(ii)

Comdata’s Responsibilities . Comdata shall be responsible for the following:

(1)

Account set-up for Greensky and each Customer as more particularly described in Section 3 below;

(2)

All costs associated with Card production for permanent Cards, including but not limited to plastic, design, hotstamping and production;

(3)

Transaction processing, both authorization and settlement per Greensky’s pre-defined parameters, which will be agreed to in writing by both parties;

(4)

Provide Greensky a daily transaction data file;

(5)

Customer service relating to Card usage issues, including Transaction authorizations and declines;

(6)

Standard reporting to Greensky; and

(7)

The authorization of charges that do not exceed the Available Spend for any Customer account as reported to Comdata by Greensky.

(g)

Personnel . Comdata will assign a designated Implementation Project Manager to assist with the Program implementation, and a Customer Relations Representative who will have responsibility for ongoing Program functions.

Accounts and Payment Terms .

(a)

Accounts . Comdata will establish a corporate account for Greensky and will designate a separate account code and one or more customer identifications for each Customer, which will be tied to Greensky’s corporate account. Greensky understands and agrees that the accounts and Card(s) may only be used for valid and lawful purposes and limited to use for the specific approved Program. If Greensky uses, or allows Customers to use, the Card(s) or accounts for any other purpose, then Greensky shall be responsible for such use and may be required to reimburse Comdata, the Issuing Bank, and MasterCard for all amounts or expenses either Comdata, the Issuing Bank or MasterCard pays as a result of such use. Comdata recognizes that Greensky has business relationships with the Customers and Cardholders. Greensky has every right to market to the Customers and Cardholders without any approval or consent of Comdata. Furthermore, Comdata promises to not market any products or services to clients or accounts associated with Greensky accounts, Customers or Cardholders. Nothing contained herein shall prohibit Comdata from marketing or providing any products or services to Program Sponsors.

(b)

Credit Limit . Comdata will establish an overall credit limit for the corporate account based on Comdata’s credit review of Greensky and the various Funding Banks and will set credit limits for each Customer account based on instructions from Greensky. Greensky will ensure that the total of all Customer account credit limits will not exceed the overall corporate account credit limit. Comdata

shall have the right to periodically review and adjust the credit limit on the corporate account as Comdata deems necessary. Greensky will be required to provide security in the form of a letter of credit or cash deposit in the amount determined by Comdata, which initially will be based on the projected transaction volume and subsequently on the actual usage. Greensky shall not allow the unpaid balance, including fees and other charges, to exceed the credit limit. If the credit limit is exceeded, then Comdata may request immediate payment, suspend service and charge additional service fees.

(c)

Account Payments . On a daily basis, Greensky will wire funds to Comdata’s designated account in an amount equal to all Transactions authorized in the previous 24 hours (or longer period for the day after a non-Business Day). Upon Greensky’s payment to Comdata in an amount equal to the then outstanding and undisputed authorized Transactions within the relevant period, Greensky or its assignee shall have the unencumbered right to collect the monies due and owing for such Transactions from the Customers (the “Receivables”) and shall likewise have the right to grant a first priority security interest in such Receivables to a third party. Greensky will reimburse Comdata for the costs of welcome kits to Customers and for the costs of producing any customized media inserts included in the welcome kits. Comdata will invoice Greensky separately for such Card related costs and expenses. Late payments of amounts owed to Comdata are subject to late fees in the maximum amount allowed by law.

(d)

Incentive Payments . Comdata shall provide a monthly rebate to Greensky by the 15 ^th of each month in an amount equal to the aggregate net MasterCard merchant interchange, less the first [*****] basis points, on the total amount of Card transactions on all Customer accounts. The rebate is calculated each month based on the previous month’s transactions, net of any charge backs or credit losses. Greensky acknowledges and agrees that it is required to pay Comdata within 24 hours and will be responsible for Comdata’s cost of capital (cash) if it fails to do so in an amount equal to [*****] basis points of the total spend amount per day that the payment is delayed.

(e)

Security . From time to time Comdata may request Greensky to provide security for the performance when due of Greensky’s obligations hereunder. Greensky agrees to provide Comdata with such security, which shall be in the amount and form as required by Comdata in its reasonable discretion. The Account will not be available to Greensky until such security is accepted by Comdata in its sole discretion. In addition to any other security requested by Comdata, Greensky agrees to provide the personal guaranty of David Zalik. Comdata shall return any excess security from time-to-time and shall return all remaining security when all Programs are no longer active and all amounts owing on any accounts have been indefeasibly paid.

(f)

Financial Covenants . In recognition of Comdata’s agreement to extend credit to Greensky, Greensky covenants and agrees as follows:

(A)

Greensky will not permit its tangible net worth at any time to be less than $3.5 million. For the purpose of this covenant, “tangible net worth” means (i) the aggregate amount of all assets of Greensky as may be properly classified as such, other than goodwill and such other assets as are properly classified as intangible assets, less (ii) the aggregate amount of all liabilities of Greensky, all in accordance with GAAP.

(B)

Greensky will not permit its debt coverage ratio at any time to be less than 1.5 to 1.0. For the purpose of this covenant, “debt coverage ratio” means Greensky’s EBITDA (i.e., Customer’s net operating income under GAAP before interest, taxes, depreciation and amortization) for the trailing four fiscal quarters divided by the sum of Greensky’s interest expense for the trailing four fiscal quarters period and all debt and capitalized leases which, in accordance with GAAP, would be classified as current liabilities for such period.

(C)

Greensky will not permit the ratio of Total Liabilities to Total Members Equity to exceed 3.0 to 1.0.

(D)

(i) Greensky shall deliver to Comdata as soon as is available, and in any event within 120 days after the end of Greensky’s fiscal year, the audited financial statements of Greensky setting forth the audited balance sheets of Greensky as at the end of such year and the audited statements of income, statements of cash flows and statements of retained earnings of Greensky for such year, setting forth in each case in comparative form the corresponding figures of the preceding fiscal year, accompanied by the report of Greensky’s certified public accountants, together with a certificate of Greensky’s chief financial or principal accounting officer setting forth the covenant calculations set forth in (A) through (C) above for the year and quarter then ended, as the case may be; and

(ii) Greensky shall deliver to Comdata as soon as is available, and in any event within 45 days of the end of the first three fiscal quarters of Greensky’s fiscal year, the balance sheet of Greensky as of the end of such quarter and the statements of income and statements of cash flow of Greensky for such quarter and for the period from the beginning of the fiscal year to the end of such quarter, all certified by the Greensky’s chief financial or principal accounting officer as being true and correct to the best of his or her knowledge, together with a certificate of Greensky’s chief financial or principal accounting officer setting forth the covenant calculations set forth in (A) through (C) above for the quarter then ended; and

(iii) Greensky shall deliver to Comdata within 45 days of the end of each fiscal quarter a report that lists each Funding Bank and their corresponding credit rating; and

(iv) On a weekly basis, Greensky shall deliver to Comdata a report that identifies all Funding Banks under its Programs, the amount of their commitment, current balance, daily authorizations, total amount funded, and the remaining availability. Comdata agrees to use the financial information received from Greensky hereunder solely in connection with its performance under this Agreement and not to disclose any non-public information of Greensky to any third party (other than as may be required to be disclosed to the Issuing Bank) without the consent of Customer.

(g)

Negative Covenants . Without the advance written consent of Comdata, Greensky will not suffer or permit: (i) any material change to be made in the character or nature of its business as presently carried on, whether by change in business or operational model or by merger or acquisition; or (ii) a change in control of Greensky. For the purpose of this covenant, a “change in control” means: the sale or transfer of all or substantially all of the assets or business of Greensky to a third party (by way of asset sale, merger or otherwise); a change (directly or indirectly and in one transaction or a series of transactions) in the ownership of 50% or more of the outstanding capital stock or other securities of Greensky; a change in the composition of a majority of Greensky’s board of directors (in relation to the composition as it exists on the date of this Agreement); or a change in the principal executive officer (e.g. Chief Executive Officer or President).

Term . The initial Term shall commence on the Effective Date and shall continue until the third (3 ^rd ) anniversary of such date. Thereafter, this Agreement shall automatically renew for successive one (1) year Terms unless either Party gives written notice of non-renewal to the other Party of not less than one-hundred and eighty (180) days prior to the expiration of the then existing Term. Either party shall give written notice of not less than one-hundred eighty (180) days should it elect to terminate prior to the end of the Term.

Default and Remedies . In the event of either party’s default under this Agreement, including, without limitation, failure to comply with the credit limit and payment terms provisions hereof, the other party shall have the right to immediately suspend the accounts until such breach is cured. In the event any such breach or default is not cured within a reasonable period of time, then the party not in

default may thereafter terminate this Agreement. Greensky acknowledges and agrees that any default by Greensky called by a Funding Bank under any loan origination agreement or other agreement with the Funding Banks shall be a material default under this Agreement. Greensky agrees to notify Comdata promptly of any such default called by a Funding Bank. Additionally, Greensky agrees to notify Comdata within 24 hours of receiving notice that a Funding Bank intends to no longer participate and fund under the Program. Greensky’s obligation to pay for all outstanding amounts on the accounts incurred before the effective date of termination shall survive termination.

Customer Verification . Greensky shall be responsible for verifying the identity of each Customer and for assuring that each Customer is not using the Cards for funding any illegal activities or financing terrorist activities. Accordingly, Greensky represents and warrants that it has developed, implemented and will maintain an effective Anti-Money Laundering and OFAC compliance program, including written policies and procedures and internal controls designed to verify the identity of each Customer and to monitor for any suspicious activity. If Greensky identifies suspicious activity or receives a match against the OFAC list, then it will promptly report such incident to Comdata’s BSA Compliance Officer. Recordkeeping efforts regarding Greensky’s customer identification program should align with the Comdata AML-OFAC Compliance Manual and records should be retained for a period of five years.

Further, Greensky represents and warrants that it has developed and implemented written policies and procedures as required by Section 114 of the Fair and Accurate Credit Transactions Act of 2003 to detect, prevent, and mitigate the risk of identity theft in connection with the Program and that these policies and procedures are reviewed periodically and updated as necessary. Greensky further represents and warrants that a component of its identify theft prevention program is to identify red flags indicative of possible identity theft. If Greensky identifies an incident of identity theft, it will promptly report such incident to Comdata and take all other appropriate steps to prevent or mitigate identity theft.

Greensky will provide Comdata copies of its Anti-Money Laundering and OFAC compliance program and Identity Theft Prevention program documents upon request.

Compliance with Laws . Greensky represents, warrants, covenants and agrees that all actions it takes under this Agreement will comply in all material respects with applicable local, state and federal laws and regulations in effect from time to time, including, but not limited to, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Truth in Lending Act, the federal Bank Secrecy Act and USA Patriot Act/OFAC and any regulations promulgated to implement such laws. Comdata and its internal and external auditors and the government agencies that regulate it, will have the right to initiate periodic audits of Greensky to ensure compliance with laws, at least once each calendar year upon at least ten (10) days prior notice. Any such audit will be at Comdata’s expense and will be conducted during reasonable business hours in such a manner that does not unduly disrupt normal business operations. If any such audit results in Greensky being notified that it is not in compliance with any applicable law or regulation, then Greensky will, at its expense, promptly take any and all actions necessary to cause compliance with such law or regulation. The rights and obligations in this Section shall survive the termination or expiration of this Agreement.

Confidentiality and Data Security . Each Party agrees and covenants that it shall not, during term of the Agreement or at any time after the termination or expiration hereof, use or disclose to any third party, other than during the proper performance of its duties, the confidential and proprietary information of the other Party, including, but not limited to technical information, such as file record layouts, and any of the procedures, practices or confidential dealings of Comdata or Issuing Bank.

Greensky acknowledges and agrees that transaction information, including, without limitation, Card numbers and data gathered at the point of sale, is confidential, and Greensky is entitled to use this information only for cardholder reporting and invoicing and for no other purposes without Comdata’s prior written consent.. The provisions of this Section shall not apply to disclosures required by law.

Pursuant to Section 3(c), Comdata will transmit electronic cardholder data to Greensky for Greensky to provide reports and invoices to Cardholders. Greensky shall be responsible for the security of Cardholder data in its possession and control. Greensky will take commercially reasonable security precautions to safeguard such data and to prevent unauthorized third parties from accessing, modifying or altering such data. Greensky will promptly notify Comdata of any security breach that could affect the integrity, confidentiality, or accuracy of the Cardholder data and shall comply with all applicable law regarding such breach. Although it is not anticipated that Comdata will provide full, unmasked Card numbers to Greensky, to the extent it does receive, store or transmit full, unmasked Card numbers, Greensky agrees to comply and maintain such compliance during the term of the Program with the most current version of the Payment Card Industry Data Security Standard (PCI-DSS), as maintained by the PCI Standards Council. To the extent it receives, stores or transmits full, unmasked Card numbers, Greensky will furnish Comdata annually, or upon Comdata’s written request, with validation, satisfactory to Comdata in its reasonable discretion, of compliance with the PCI-DSS compliance standard.

Lost or Stolen Cards . Greensky agrees to notify Comdata immediately of any loss, theft or unauthorized use of any Card or account. Greensky understands that it is liable for unauthorized use of the Cards and accounts, provided however, that Greensky will not be liable for unauthorized charges that occur after it notifies Comdata of the loss, theft or possible unauthorized use.

10.

Liability of Acts of Greensky, Customers, Employees and Agents . Greensky agrees to indemnify and hold harmless Comdata from any and all liability resulting from the breach of this Agreement by Greensky, or the acts of any employees or agents of Greensky, Home Depot or any Customers, which acts shall include but are not limited to negligent acts of such persons. Comdata agrees to indemnify and hold harmless Greensky from any and all liability resulting from Comdata’s breach of this Agreement.

11.

Limitation of Liability . Comdata shall not be liable for any loss or damages sustained by Greensky or its Customers as a result of delay in servicing a transaction request, delay resulting from equipment failure or transmission failure, act of god or any other cause not within the reasonable control of Comdata. IN NO EVENT SHALL COMDATA BE RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COMDATA WAS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. COMDATA MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12.

Relationship Of The Parties . The Parties are independent contractors. No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship. Except to the extent expressly provided in this Agreement, neither Party has, and neither Party shall attempt to assert, the authority to make commitments for or to bind the other Party to any obligation.

13.

Notices . All written notices required to be given by this Agreement shall be deemed to be duly given if delivered personally or sent by U.S. mail, facsimile or overnight courier to Comdata, 5301

Maryland Way, Brentwood, TN 37027, attn: General Counsel, or to Greensky, 1797 Northeast Expressway, Suite 100, Atlanta, GA 30329, attn: President.

14.

No Subcontractors . Greensky will not assign or subcontract any of its obligations under this Agreement to any third party without the express written consent of Comdata.

15.

Effect on Previous Agreement . This Agreement amends and restates the Previous Agreements and supersedes the Previous Agreements in their entirety, and the Previous Agreements shall no longer be in effect.

16.

Miscellaneous . This Agreement shall be governed by the laws of the State of Tennessee, without regard to the choice of law rules of such state. In the event that Comdata engages the services of a collection agency or attorney to collect payment, then Greensky agrees to pay all such costs, fees and expenses of such agency or attorney, including without limitation, court costs and out-of-pocket expenses. Failure to insist upon strict compliance with any of the terms or conditions of this Agreement shall not be deemed a waiver of such term or condition, nor shall any waiver or relinquishment of any right or power hereunder at any time or times be deemed a subsequent waiver or relinquishment of such right or power. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. In case one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. This Agreement, together with the exhibits hereto which are incorporated herein by reference, constitutes the entire agreement of the parties relating to this subject matter and supercedes all prior or contemporaneous agreements and understandings regarding the subject matter hereof, whether written or verbal. Except as expressly set forth herein, this Agreement may only be modified by a writing signed by both parties. This Agreement shall be binding on the parties and their respective successors and assigns. Notwithstanding the foregoing, this Agreement may not be assigned, in whole or in part, by Greensky without the prior written consent of Comdata. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF , the parties have entered into this Agreement as of the Effective Date.

COMDATA NETWORK, INC.GREENSKY TRADE CREDIT, LLC

BY:

/s/ Robert Skiba [sic]

BY:

/s/ David Zalik


TITLE:	EVP		TITLE:	CEO

Exhibit A

Existing Programs

The Greensky MasterCard Program—Greensky offers retailers and distributors a line of credit to purchase inventory at market using the Greensky MasterCard Program.

The Benjamin Moore Program

The Home Depot Program-- Greensky offers customers of The Home Depot a co-branded MasterCard card program to allow such customers to use their loan proceeds from Greensky to purchase materials and services at Home Depot using the co-branded MasterCard card

The Greensky Home Improvement Program—Greensky offers customers a co-branded MasterCard card program to allow such customers to use their loan proceeds from Greensky to purchase home improvement materials from various retailers using the co-branded MasterCard card.

AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of December 30 , 2013, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012 (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

IN CONSIDERATION of the mutual promises contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Greensky and Comdata agree to amend the Agreement as follows:

1. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Greensky or its bank partners will wire funds to Comdata’s designated account in an amount necessary to ensure that Comdata has received cash equal to all Transactions settled through the MasterCard network the previous business day (or longer period for the day after a non-business day). Upon Greensky’s payment to Comdata in an amount equal to the then outstanding and undisputed settled transactions within the relevant period, Greensky or its assignee shall have the unencumbered right to collect the monies due and owing for such transactions for the customers (the “Receivables”) and shall likewise have the right to grant a first priority security interest in such Receivables to a third party. Greensky will reimburse Comdata for the costs of welcome kits to Customers and for the costs of producing any customized media inserts included in the welcome kits. Comdata will invoice Greensky separately for such Card related costs and expenses. Late payments of amounts owed to Comdata are subject to late fees in the maximum allowed by law.”

2. Section 3(f)(A) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Greensky will not permit its tangible net worth at any time to be less than $7,500,000. For the purpose of this covenant, “tangible net worth” means (i) the aggregate amount of all assets of Greensky as may be properly classified as such, other than goodwill and such other assets as are properly classified as intangible assets, less (ii) the aggregate amount of all liabilities of Greensky, all in accordance with GAAP.”

3. Section 3(0(B) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Greensky will maintain a minimum aggregate net income of $5,000,000, in accordance with GAAP, for the four trailing fiscal quarters.”

4. Section 3(f)(D)(iv) of the Agreement is hereby deleted in its entirety and replaced with the following:

“Within 10 days from month-end, Greensky shall deliver to Comdata a report that identifies all Funding Banks under its Programs, the amount of their commitment, current balance, daily authorizations, total amount funded, and the remaining availability. Comdata agrees to use the financial information received from Greensky hereunder solely in connection with its performance under this Agreement and not to disclose any non-public information of Greensky to any third party (other than as may be required to be disclosed to the Issuing Bank) without the consent of the Customer.”

5. A new subsection (v) is hereby added to the end of Section 3(0(D) as follows:

“(v) Within 10 days from month-end, Greensky will provide a listing of loan originations for its top 10 Program Sponsors. The listing should include the amounts owed as well as the percentage to the total of all originations for the same time period across all Program Sponsors. Program Sponsors’ names can be masked based on Greensky’s desire to do so. Comdata reserves the right to request additional information about any Program Sponsor representing more than 10% of Greensky’s loan originations.”

6. Except as expressly amended or modified hereby, the Agreement remains in full force and effect and is hereby ratified and confirmed by the parties hereto in all respects. Each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Agreement shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF, the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY:	/s/ Lisa Peerman	BY:	/s/ David Zalik

TITLE:

General Counsel

TITLE:

CEO

SECOND AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of May 1, 2014, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012, as previously amended (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

1. Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

4. Term and Termination .

(a) Term . The initial Term shall commence on the Effective Date and shall continue until April 30, 2017. Thereafter, this Agreement shall automatically renew for successive one (1) year Terms unless either Party gives written notice of non-renewal to the other Party of not less than two hundred and seventy (270) days prior to the expiration of the then existing Term.

(b) Termination.

(i) This Agreement may be terminated upon advance written notice in the event that (1) either party becomes insolvent, (2) Issuing Bank ceases to be a MasterCard Member or Card issuer and no successor is appointed, or the term of the Agreement between Comdata and Issuing Bank pertaining to the issuance of Cards expires or terminates or expires and is not replaced, (3) Issuing Bank fails to approve or revokes its approval of the Program or otherwise prohibits the Program or this Agreement, or (4) as set forth in Section 2(a). Comdata will use commercially reasonable efforts to identify the specific reasons for a potential termination under (3) or (4), will communicate such reasons to Greensky, and will cooperate to modify or alter the Program so as to avoid termination.

(ii) Comdata may terminate this Agreement upon advance written notice to Company: (1) in the event of a change in Applicable Law or the interpretation or enforcement thereof that would cause Comdata, in its reasonable discretion, to be out of compliance and Comdata reasonably determines that the Program cannot be altered or modified to become compliant; or (2) upon repeated violations by Company of the Compliance and Information Security Addendum and/or the Anti-Money Laundering/OFAC Program and Identity Theft Program Addendum as determined by Comdata in its reasonable discretion.

(iii) Either party may terminate this Agreement in the event of a default in accordance with Section 5.

(c) Effect of Termination . In the event of non-renewal or termination of this Agreement other than a termination by Comdata under subsection b(ii)(2) or (b)(iii) above, Comdata will use commercially reasonable efforts to assist Greensky in transitioning the Program to another provider to avoid disrupting Greensky’s operations and the Program.

2. Section 3(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

(d) Incentive Payments . From the Effective Date through December 31, 2014, Comdata shall provide a monthly incentive payment to Greensky by the 15 ^th of the month in an amount equal to the aggregate net MasterCard merchant interchange, less the “Comdata Keep” basis point amount set forth in the table below based on the monthly Transaction volume.

	Monthly Spend	Comdata Keep
Tier 1	First $[*****]	[*****] basis points
Tier 2	$[***] to $[***]	[*****] basis points
Tier 3	Over $[*****]	[*****] basis points

After December 31, 2014 and through the remainder of the initial term, Comdata shall provide a monthly incentive payment to Greensky by the 15 ^th of the month in an amount equal to the aggregate net MasterCard merchant interchange less [*****] basis points.

The incentive is calculated each month on the previous month’s Transactions net of any Transactions charged back or credit losses Comdata suffers as a result of Greensky or its bank partner not providing funding for the Transaction and net of any Transactions processed outside the MasterCard network (“on us” or Comdata Network transactions).

3. Section 3(c) of the Agreement is hereby deleted in its entirety and replaced with the following:

(c) Account Payments . Greensky or its bank partners will wire funds to Comdata’s designated account in an amount necessary to ensure that Comdata has received cash equal to all Transactions settled through the MasterCard network identified in the settlement file provided to Greensky on the previous business day (or longer period for the day after a non-business day). Upon Greensky’s payment to Comdata in an amount equal to the then outstanding and undisputed settled Transactions within the relevant period, Greensky or its assignee shall have the unencumbered right to collect the monies due and owing such transactions for the customers (the “Receivables”) and shall likewise have the right to grant a first priority security interest in, or sell or assign, such Receivables to a third party. In addition, Greensky or its bank partners will calculate the “amount of one day of expected daily funding” and make a security deposit to Comdata’s designated account in the “amount of one day of expected daily funding”. The “amount of one day of expected daily funding” will be the average of the prior month daily settlement calculated as the prior month’s total settled transaction volume divided by twenty-six (26). The initial security deposit shall be made within five (5) days from execution of this Amendment. The calculation shall be updated each month by Greensky, and the deposit will be adjusted accordingly by no later than the 5th Business Day of each month. Except for Existing Programs and the Consumer Direct Program, Greensky and Comdata will negotiate in good faith regarding the costs for any Cards, welcome kits and shipping costs for additional programs added

subsequent of the effective date of this Agreement. Late payments of amounts owed to Comdata are subject to late fees in the maximum amount allowed by law.

4. Section 2 of the Agreement is hereby amended by adding new subsection (h) at the end of such section to read as follows:

(h) Volume Commitment and Incentive Payments .

Greensky commits to a minimum annual volume of $[*****] in Card Transactions processed through the MasterCard network for all programs operated under the terms of the Agreement (“ Volume Commitment ”). OR $[*****] in aggregate through the current term of the agreement, whichever amount is reached first, at any time between May 1, 2014 and April 30, 2017. During the initial and any renewal Term, Greensky agrees that it shall use the Program exclusively and not use any other third party payment card network or other Member Service Provider in connection with Customers accessing loan proceeds in connection with the Existing Programs.

5. In consideration for the Volume Commitment described above, Comdata will pay to Greensky a signing bonus of $[*****] payable within five (5) days of the execution of this Amendment by Greensky. In the event that Greensky does not fulfill the Volume Commitment, Comdata’s sole remedies shall be:

(a) for Comdata to require Greensky to repay the signing bonus to Comdata on demand as follows:

if Volume for the period between May 1, 2014 and December 31, 2014 is not greater than or equal to $[*****], GreenSky shall repay [*****]% of the signing bonus;

if Volume for the period between January 1, 2015 and December 31, 2015 is not greater than or equal to $[*****], GreenSky shall repay [*****]% of the signing bonus;

if Volume for the period between January 1, 2016 and December 31, 2016 is not greater than or equal to $[*****], GreenSky shall repay [*****]% of the signing bonus; and

if Volume for the period between January 1, 2017 and April 30, 2017 is not greater than or equal to $[*****], GreenSky shall repay [*****]% of the signing bonus; and

(b) for Comdata to reset the monthly incentive payment to Greensky to an amount equal to the aggregate net MasterCard merchant interchange less [*****] basis points as follows:

if Volume for the period between May 1, 2014 and December 31, 2014 is not greater than or equal to $[*****], GreenSky shall repay any difference between [*****] bps of volume and the amount paid to Comdata during 2014;

if Volume for the period between January 1, 2015 and December 31, 2015 is not greater than or equal to $[*****], GreenSky shall repay [*****] bps of Volume in 2015;

if Volume for the period between January 1, 2016 and December 31, 2016 is not greater than or equal to $[*****], GreenSky shall repay [*****] bps of Volume in 2016;

if Volume for the period between January 1, 2017 and April 30, 2017 is not greater than or equal to $[*****], GreenSky shall repay [*****] bps of Volume in 2017.

Notwithstanding the foregoing, if GreenSky achieves on a cumulative basis the goals for Volume provided for above, (i) Comdata shall return to GreenSky any signing bonus theretofore returned by GreenSky to Comdata as contemplated by clause (1) above, and (ii) Comdata shall pay GreenSky the additional [*****] bps of incentive payment on an ongoing and retroactive basis.

In addition to the Volume Commitment bonus, Comdata will pay to Greensky the amount of $[*****] representing a prior adjustment to Greensky’s incentive payments relating to the MasterCard [*****][*****] basis point adjustment in interchange. In accepting this payment, Greensky waives any claims, whether known or unknown, regarding or relating to the sufficiency of prior incentive payments paid by Comdata under the Agreement.

6. As described in Section 3(c) of the Agreement, Greensky’s bank partners wire funds to Comdata’s designated account for payment. Greensky will make a good faith effort to ensure that its bank partners only wire funds to Comdata for the Programs and do not wire funds that otherwise are owed to Greensky. Comdata will cooperate with Greensky to provide reporting concerning the amount owed in an effort to assist Greensky in obtaining accurate funding from its bank partners.

7. The term “Existing Programs” shall be deemed to include all Programs for which, as of the date of this Amendment, Comdata has submitted a partner business case form to Issuing Bank or that are in effect as of the date of this Amendment.

8. Except as expressly amended or modified hereby, the Agreement remains in full force and effect and is hereby ratified and confirmed by the parties hereto in all respects. Each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other document to the Agreement shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF , the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY:	/s/ Mark Schatz [sic]	BY:	/s/ David Zalik

TITLE:

EVP

TITLE:

CEO

CONFIDENTIAL TREATMENT REQUESTED BY
GREENSKY, INC.

Material that has been redacted in the version filed on EDGAR is contained herein and highlighted in yellow. This version is being filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of January 1, 2015, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability Greensky (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012 (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

1. Section 6 of the Agreement is hereby deleted in its entirety and replaced with the Anti-Money Laundering/OFAC Program and Identity Theft Program Addendum attached hereto as Exhibit A .

2. Section 7 of the Agreement is hereby deleted in its entirety and replaced with the Compliance Addendum attached hereto as Exhibit B . To the extent that any provision of the Agreement, including, without limitation, Section 2, conflicts with the provisions of the Compliance Addendum (Exhibit B), the Compliance Addendum attached hereto shall control.

3. Section 8 of the Agreement is hereby amended by adding the following as a new third paragraph at the end of the section:

“Greensky will maintain and test annually a disaster recovery plan sufficient to ensure that if any individual facility, server or platform becomes inoperable or loses data, or another similar type of event occurs, Greensky will be able to continue performing its obligations under this Agreement. Greensky shall not be excused from performance in the event of a force majeure event which would have been prevented had a disaster recovery plan complying with this Subsection been implemented or tested as provided herein. Upon request, Greensky will provide a summary of the disaster recovery plan and annual testing results to Comdata.”

4. Except as expressly amended or modified hereby, the Agreement remains in full force and effect and is hereby ratified and confirmed by the parties hereto in all respects. Each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in

any other document to the Agreement shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF, the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY:	/s/ Ralph [sic]	BY:	/s/ Timothy Kaliban

TITLE:

SVP, Comdata

TITLE:

President

EXHIBIT A

Anti-Money Laundering/OFAC Program and Identity Theft Program Addendum

Identity Theft Program. Greensky shall implement and maintain policies and procedures as required by Section 114 of the FACT Act to detect, prevent and mitigate the risk of identity theft (the “Identity Theft Program”). The Identity Theft Program shall be reviewed and updated periodically, will contain provisions to identify red flags indicative of possible identity theft, and will ensure that Greensky takes other appropriate steps to mitigate identity theft. Greensky shall provide a copy of its Identity Theft Program to Comdata upon request.

·	AML Program. Greensky shall implement an anti-money laundering program and Office of Foreign Assets Control (OFAC) compliance program that complies with all Applicable Laws (the “AML Program”) which includes but is not limited to:

A Customer Identification Program

Customer Notice. Greensky is responsible for providing its Customers with a notice that generally describes the identification requirements, in accordance with 31 C.F.R. § 103.121(b)(5) or similarly applicable provision of the regulations and must be provided to a prospective Customer before an account is established.

Identifying Information. Greensky is responsible for collecting from each Customer identifying information regarding such Customer which shall, at a minimum, include:

Name

street address

For sole proprietorships, and individuals

date of birth; and

(for a U.S. person) taxpayer identification number or (for a non-U.S. person) taxpayer identification, passport number and country of issuance or any other government-issued identification number evidencing nationality or residence and bearing a photograph or similar safeguard

For limited liability forms of businesses

Date of organization or incorporation

Certificate of good standing

Employer Identification Number

NAICS classification

Name of principal owner(s)


	o	Names of members of Board of Directors (if applicable)

Verification. Greensky is responsible for verifying the identity of its Customers using a consistent process. Such process may use all or a portion of the Identifying Information listed above, and may utilize documentary or non-documentary methods. In the event that Greensky cannot form a reasonable belief that it knows the true identity of a customer, Greensky may not conduct business with such customer and shall provide reporting to the appropriate funding partner.

Bank Secrecy Act/AML Customer Risk Rating.

At or before the time a Customer relationship is established, Greensky must establish sufficient controls to ensure that all Customers are handled according to the risk represented by such Customers. Greensky currently subjects all Customers to the same level of scrutiny. GreenSky uses controls to mitigate the risk its Customers represent that may include but are not limited to: (a) screening all applications for possible fraud, (b) screening all applications for possible identity theft, (c) OFAC screening for all Customers during the application process, (d) transaction monitoring, (e) limited timeframes for use of a Card, and (f) restrictions on locations where a Card may be utilized. Upon request, Greensky will provide Comdata with information about its controls and will, in the event that Greensky materially changes or alters its controls, inform Comdata of such changes and the expected change to the risk profile of Greensky Customers.

Greensky shall provide mutually agreed upon reporting to Comdata regarding approvals of Customers.

Greensky shall provide documentation of its controls to Comdata and shall make any changes reasonably requested by Comdata or the Issuing Bank.

Unless agreed upon in writing by Comdata, Greensky shall not approve any Customer for participation in the Program where that Customer does not meet Greensky’s AML criteria. Greensky will certify on an annual basis that Greensky is complying with this requirement.

Suspicious Activity. Greensky shall monitor transactions for suspicious activity and report any suspicious activity to Comdata and provide additional information as may be reasonably requested by Comdata.

Certification. Greensky shall certify annually to Comdata that it has implemented its AML Program and is abiding by the procedures in the AML Program. Greensky shall provide a copy of its AML Program (including procedures) annually and upon request from Comdata. Greensky shall review and update its AML Program on an annual basis to ensure effectiveness.

Recordkeeping. Greensky’s AML Program shall include requirements for recordkeeping as required by Applicable Laws and the MasterCard Rules.

OFAC.

Greensky shall not establish any Customer relationships, provide Cards to, or otherwise conduct business with, any individual or entity identified on OFAC’s Specially Designated Nationals and Blocked Persons (“SDN”) list.

Greensky shall provide for screening applicants against the SDN List prior to establishing a customer relationship. Greensky shall screen all Customers and Cardholders against the SDN list at a frequency mutually agreed upon with Comdata.

Greensky shall comply with all OFAC blocking, rejecting, and reporting requirements for any Customer(s) or, as applicable, Cardholder(s).

Greensky shall notify Comdata as soon as practicable, but in no event less than three (3) days of identifying or otherwise obtaining knowledge of a suspected actual match to OFAC’s SDN list. For purposes of this requirement, a “suspected actual match” is a match against the OFAC SDN list that has not been dispositioned as a “false positive” following a secondary review of preliminary screening.

Greensky will not employ or subcontract with any person who is a “Specially Designated National” as defined from time to time in OFAC regulations.

Greensky shall provide Comdata with reports detailing each new Customer in a format mutually agreed upon between Comdata and Greensky. Such reports shall be provided periodically, but no less frequently than monthly.

EXHIBIT B

Compliance and Information Security Addendum

·	Approval of Customers and Materials.

Customer Relationships. All types of proposed customer relationships must be submitted, in writing, to Comdata for Comdata’s prior approval before any Cards are issued to such category of Customer. Comdata or Issuing Bank may refuse to enter into any category of Customer relationship or any individual customer relationship as they determine in their respective commercially reasonable discretion that such Customer category represents or may represent an unreasonable risk (e.g. a Customer category may pose an increased risk of engaging in anti-money laundering, illicit activities, suspicious behavior, appears on a prohibited persons list, or is conducting business of the type appearing on the Prohibited Business list). Greensky shall terminate any Customer relationship in the event that Comdata or Issuing Bank determine(s) in their respective commercially reasonable discretion that such Customer represents an unreasonable risk (e.g. a Customer is engaging in anti-money laundering, illicit activities, suspicious behavior, appears on a prohibited persons list, or is conducting business of the type appearing on the Prohibited Business list).

Materials. Greensky shall submit forms and templates of all Card and Program marketing materials to Comdata for approval prior to use of any such materials. Greensky may not use materials that do not conform to the submitted and approved materials. Greensky must establish a written agreement with each Customer for the provision of services and the use of Cards (each, a “Customer Agreement). Greensky shall use a Customer Agreement for each approved customer substantially in the form as attached as “Schedule 1” to this Addendum, prior to the use of such Customer Agreement. Each Customer Agreement shall include any terms or provisions required by Comdata such as but not limited to provisions ensuring that proper procedures are included for lost/stolen Cards. If required by Issuing Bank, Issuing Bank shall be identified as the Card issuer on all Cards and in all Card and Program marketing materials.

Marketing. Greensky shall market and administer the Program and the Cards in a manner which is consistent with Comdata and Issuing Bank’s standards and Applicable Laws. All forms of Program and Card marketing scripts (“Scripts”) and Program and Card marketing disclosure materials (“Disclosures”) (and any changes or alterations thereto) shall be submitted to Comdata on a quarterly basis upon request from Comdata for review, and Comdata shall have the right to refuse to allow Greensky to use such Scripts and Disclosures. Greensky shall require its employees to correctly use the Scripts and Disclosures. All Scripts and Disclosures must comply with Applicable Law.

Call Recording. Greensky shall not conduct any Customer outbound telemarketing activities associated with the Program without the written consent of Comdata.

Prohibited Business List. Greensky may not enter into a relationship with a business of the type listed on Comdata’s Prohibited Business List attached hereto as Schedule 2. Comdata may revise such Prohibited Business List from time to time. In the event that a Customer is found to be a type appearing on the Prohibited Business List, Greensky shall terminate its relationship with such Customer within thirty (30) days. Any such failure to terminate shall be material breach of the Agreement.

Failure to Comply. In the event Greensky fails to comply with the obligations regarding approval of Customers and materials, Comdata may, in its sole discretion, assess the following fees, if Greensky does not cure such failure within eleven (11) business days of written notice of such failure by Comdata: 1. ⁵ t offense - $5,000.00; 2” offense $10,000.00; 3 ^rd offense - $15,000.00. Assessment of any such fee is not an election of remedies by Comdata and does not preclude the exercise of any other rights or remedies that may now or subsequently be available to Comdata at law, in equity, by statute, in any other agreement between the Parties or otherwise

Financial Information . In addition to any requirements set forth in this Agreement, Greensky shall, upon request, provide Comdata with Greensky’s annual SSAE 16 Type II report. Greensky shall maintain complete and accurate accounting records related to this Agreement and shall maintain such records for a period of no less than two (2) years following termination of the Agreement.

Audit . Comdata or Issuing Bank and the government agencies that regulate Comdata or Issuing Bank may at any time and upon reasonable prior written notice audit and examine Greensky’s compliance under the Agreement which may include access to Greensky’s premises or facilities. If any such audit results in Greensky being notified that it or any of the Customers is not in compliance with any Applicable Law or a representation, warranty or covenant of this Agreement, then Greensky will, at no cost to Comdata, promptly take (or cause its Customer(s) to take) any and all actions necessary to cause compliance.

Insurance . Unless otherwise agreed by Comdata, Greensky shall maintain insurance of the types and in the MINIMUM amounts set forth below. All policies described below will be written by insurance companies that are properly licensed in all applicable jurisdictions with a minimum A.M. Best rating of A - (A minus) and a minimum A. M. Best Financial Size Rating of “VII”. Greensky shall provide certificates of insurance to Comdata annually and upon request. Greensky shall provide thirty (30) days written notice to Comdata prior to the cancellation, non-renewal or material change of any insurance required in this Agreement. Umbrella Liability Insurance may be purchased and maintained by Greensky in order to satisfy the limits of liability required in this Agreement, and Comdata and Issuing Bank shall be named as additional insureds on such policy.

Crime Insurance, including employee dishonesty and computer fraud coverage, for losses arising out of the dishonest acts committed by the employees, officers, of Greensky, with coverage in a minimum amount of ONE MILLION DOLLARS ($1,000,000) on a per occurrence basis.

Commercial General Liability Insurance with a limit not less than FIVE MILLION DOLLARS ($ 5,000,000) on a per occurrence basis. Commercial general liability insurance shall be written on the current version of ISO occurrence form CG 00 01, or substitute form providing equivalent coverage, and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal and advertising injury, and liability assumed under an insured contract, including the tort liability of another assumed in a business contract. Comdata and Issuing Bank shall be named as additional insured on such policy as such relates to any liability or potential liability arising out of or related to this Agreement. Greensky shall maintain such Commercial General Liability Insurance during the Term of this Agreement and for a period of one (1) year thereafter.

Professional Liability Insurance appropriate to Greensky’s profession with a limit of not less than THREE MILLION DOLLARS ($3,000,000) per loss. Coverage shall apply to liability

for a professional error, act or omission arising out of the scope of Greensky’s services as defined in this Agreement. Greensky shall maintain such Professional Liability Insurance during the Term of this Agreement and for a period of one (1) year thereafter.

·	Compliance with Applicable Laws.

Applicable Laws.

Greensky shall comply with all Applicable Laws with respect to its obligations and role in connection with each Program and its actions under this Agreement. Furthermore, Greensky shall not act in a manner that would cause Comdata to be in violation of Applicable Laws. Greensky shall cooperate and provide all documentation, information, and assistance as reasonably required by Comdata for compliance with Applicable Laws including but not limited to such information and reasonable assistance as may be necessary for Comdata or a regulatory authority to confirm legal or regulatory compliance. For the purposes of this Agreement, “Applicable Laws” means the following, as in effect from time to time: (i) any and all applicable federal, state, provincial and local laws, statutes, ordinances, orders, codes, rules, regulatory guidance, regulations or other requirements having the force of law that govern or affect this Agreement or the subject matter hereof; (ii) any and all supervisory directives, policies, practices, protocols, standards and guidance of regulators having jurisdiction over the Bank governing or affecting this Agreement, or the subject matter hereof; (iii) any and all directives, policies, practices, protocols, codes, standards and guidance of regulators which, although not necessarily having force of law, is regarded by such regulator as requiring compliance as if they had force of law; and (iv) any and all bylaws, rules, operating regulation, guidelines, requirements, standards, or mandates of any kind promulgated from time to time by any payment network such as but not limited to MasterCard that are communicated by Comdata to Greensky.

Greensky acknowledges that Comdata and Issuing Bank are subject to examination and audit by regulatory agencies. Greensky agrees to cooperate fully with respect to examinations, audits, and investigations by MasterCard and/or federal and state regulatory agencies having supervision over Comdata and/or Issuing Bank including but not limited to access to facilities, systems, and records.

Greensky shall immediately notify Comdata of any formal or informal request by any governmental agencies to examine records pertaining to this Agreement.

UDAAP. Greensky must implement and maintain policies and procedures sufficient to prevent Greensky or its employees from engaging in unfair, deceptive or abusive acts or practices (the “UDAAP Policy”). Greensky shall provide its UDAAP Policy to Comdata upon request and shall make any changes reasonably requested by Comdata. The UDAAP Policy must provide for:

Training to its employees on at least an annual basis.

Establishment of a complaint management system and procedures (a “Complaint Policy”) that provides for monitoring, documenting, and resolving complaints alleging unfairness or abuse.


	§	Follow-up to ensure the resolution occurs.

Upon request by Comdata, provide Comdata with mutually agreed upon reporting regarding the types and substance of complaints (as defined under the approved Complaint Policy) and the associated forms of resolution in order to determine if trends exist or are developing.

Record contact center support calls and to allow review by Comdata andjor Issuing Bank upon request consistent with Greensky’s contractual obligations to its Funding Banks and its legal obligations under Applicable Law.

Ensure all marketing and advertising materials comply with all UDAAP requirements, including but not limited to, ensuring materials have a reasonable factual basis for all representations.

Provide Customers with a written response to and proposed resolution of all non-regulatory complaints within fifteen calendar days.

Promptly notifying Comdata of any complaint related to the Program that involves, is received from, or is initiated by a regulatory agency or government body such as a State Attorney General or the Consumer Financial Protection Bureau (a “regulatory complaint”) as soon as commercially feasible following receipt of the regulatory complaint. All such regulatory complaints shall be responded to as soon as commercially feasible, but in no event later than the time limit imposed by the regulatory agency or government body.

Compliance Training. Greensky shall provide information to Comdata upon request regarding Greensky’s compliance training including:

Estimate of amounts spent and percentage of overall operating budget

Names and locations third-parties used for compliance training; and

Dates of training (internal or third-party), attendees and general descriptions of topics covered and support materials used.

Greensky must perform annual information security and privacy awareness training for all employees, contractors or temporary workers.

Prohibition on Subcontractors . In the event that Greensky wishes to utilize a subcontractor or vendor, Greensky must establish, implement, and maintain a comprehensive vendor management program (“VMP”) which is subject to approval by Comdata, such approval may not be unreasonably withheld. Greensky may not use subcontractors or vendors in relation to a Program or Cards unless such subcontractors or vendor relationships have been established in conformance with the VMP. For third party service providers or Affiliates as subcontractors engaged after the Effective Date, except upon the prior written consent of Comdata, Greensky shall not utilize any foreign-based third party service providers or Affiliates as subcontractors that have direct access to nonpublic personal information, as that term is defined by the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. § 6809(4)), as may be amended from time to time, during the term of this Agreement without obtaining the prior written consent of Comdata. Greensky will provide Comdata with a listing of its critical

subcontractors and vendors in relation to a Program or Cards on an annual basis and will also provide Comdata with such additional information as Comdata may reasonably request such as but not limited to activities performed, address, locations, and information security, disaster recovery and business continuity program information. If Comdata determines that a vendor or subcontractor represents an unreasonable risk, Greensky will cooperate with Comdata to ameliorate such risk or terminate such vendor or subcontractor relationship.

Reports and Information. Greensky shall provide Comdata with all information and reports deemed reasonably necessary by Comdata in order for Comdata to comply with Applicable Law and in order to meet any requirements of the Issuing Bank. Annually, Greensky shall complete Comdata’s compliance questionnaire and provide all reasonably requested information associated therewith. Further, an officer of Greensky shall also certify Greensky’s compliance with the terms of this Agreement and all warranties, representations, covenants, and obligations associated therewith.

·	Notification. Greensky shall immediately (within one business day or less) notify Comdata upon discovery if:

Greensky experiences a material adverse change in its financial condition.

Greensky changes the address of its principal place of business.

Greensky experiences a change of ownership or control.

Greensky’s business is materially disrupted by a force majeure event.

Greensky is subject to a confirmed or reasonably suspected data security breach that involves Sensitive Personally-Identifiable Information of a Customer of the Program or confidential information of Comdata or Issuing Bank. For the purposes of this section, “Sensitive Personally-Identifiable Information” means any non-public personally identifiable information of a Customer in combination with information associated with a Card such as the primary account number, expiration date, or a security code or protocol.

The Agreement or any act or omission of Greensky or Comdata in connection with or pursuant to the Agreement may violate any Applicable Laws.

Greensky learns that any person, entity, or governmental agency has threatened or filed legal action of any kind against Comdata or the Issuing Bank in connection with this Agreement.

THIRD AMENDMENT TO
AMENDED AND RESTATED
CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CO-BRANDED MASTERCARD CARD PROGRAM AGREEMENT (this “ Amendment ”), effective as of March 3, 2016, is made by and between Greensky Trade Credit, LLC, a Georgia limited liability company (“ Greensky ”), and Comdata Inc., a Delaware corporation and successor in interest to Comdata Network, Inc., a Maryland corporation (“ Comdata ”).

RECITALS:

A. Comdata and Greensky are parties to that certain Amended and Restated Co-Branded MasterCard Card Program Agreement dated October 15, 2012, as previously amended (the “ Agreement ”).

B. The parties desire to amend the Agreement as set forth herein. Capitalized terms used herein and not otherwise defined will have the respective meanings set forth in the Agreement.

1. Section 3(f) of the Agreement is hereby amended to add a new subsection 3(f)(E) as follows:

“(E) Greensky shall notify Comdata within fifteen (15) days of the addition of any new Funding Bank and any material changes to the funding commitments of any existing Funding Bank with $200,000,000 or more in total loan commitments. Such changes include the following, but are not limited to: (i) termination or notice of termination of any existing banking partner; and (ii) adverse change in any loan terms (e.g., reduction of loan commitment amount, incremental material conditions attached to originations); and (iii) notice that any material population of loans originated hasn’t met origination conditions.”

2. Section 3(e) of the Agreement is hereby amended as follows:

“From time to time Comdata may request Greensky to provide security for the performance when due of Greensky’s obligation’s hereunder. Greensky agrees to provide Comdata with such security, which shall be in the amount and form as required by Comdata in its reasonable discretion. The Account will not be available to Greensky until such security is accepted by Comdata in its sole discretion. Comdata shall return any excess security from time-to-time and shall return all remaining security when all programs are no longer active and all amounts owning on any accounts have been indefeasibly paid.”

3. Except as expressly amended or modified hereby, the Agreement remains in full force and effect and is hereby ratified and confirmed by the parties hereto in all respects. Each reference in the Agreement to “this Agreement” or “hereof”, “hereunder” or words of like import, and each reference in any other document o the Agreement shall mean and be a reference to the Agreement as amended hereby.

IN WITNESS WHEREOF , the parties have entered into this Amendment through their duly authorized representatives:

COMDATA INC.		GREENSKY TRADE CREDIT, LLC

BY:	/s/ Kurt Presley	BY:	/s/ Robert Partlow

TITLE:

VP, Credit

TITLE:

CFO

Exhibit 10.17

EXECUTION VERSION

SECOND AMENDED AND RESTATED
GREENSKY INSTALLMENT LOAN PROGRAM AGREEMENT

THIS SECOND AMENDED AND RESTATED GREENSKY INSTALLMENT LOAN PROGRAM AGREEMENT (“ Agreement ”), is made and entered into as of April 26, 2018 (“ Effective Date ”), by and among GREENSKY, LLC (f/k/a GreenSky Trade Credit, LLC), a Georgia limited liability company, with offices at 5565 Glenridge Connector, Suite 700, Atlanta, Georgia 30342 (“ GreenSky ”), and HOME DEPOT U.S.A., INC. , a Delaware corporation and successor-in-interest to THD At-Home Services, Inc. (formerly a party to this Agreement), with offices at 2455 Paces Ferry Road, NW, Atlanta, Georgia 30339 (“ Home Depot ”). Third-party installation service providers authorized by Home Depot to provide installation services for customers of Home Depot as an agent of Home Depot are hereinafter referred to as “ Authorized Service Providers ”.

WHEREAS , GreenSky is the administrator of financing programs that facilitate point-of-sale financing provided by federally insured financial institutions (“ Funding Participants ”) to consumers to fund their purchases of goods or services from merchants;

WHEREAS , on May 12, 2010 (the “ Original Agreement Effective Date ”), GreenSky and Home Depot entered into a GreenSky Installment Loan Program Agreement dated as of May 12, 2010 (the “ Original Agreement ”) whereby unsecured installment loans were offered through a GreenSky-administered finance program to Home Depot customers for certain “in home” installation services only;

WHEREAS , on April 12, 2011 (the “ Prior Agreement Effective Date ”), GreenSky and Home Depot amended and restated the Original Agreement pursuant to an Amended and Restated GreenSky Installment Loan Program Agreement dated as of April 12, 2011 (the “ Prior Agreement ”) to expand the finance program administered by GreenSky to Home Depot pursuant to the Original Agreement to allow for installment loans to also be offered in Home Depot stores and online within the United States as part of a program to be known as the “ Home Depot GreenSky Program ”; and

WHEREAS , GreenSky and Home Depot desire to amend and restate the Prior Agreement in its entirety and replace it with this Agreement;

NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties hereby agree as follows:

1. THE AGREEMENT . GreenSky, on behalf of Funding Participants, will offer the Home Depot GreenSky Program (“ Finance Program ”) in accordance with the terms of this Agreement to customers of Home Depot for purposes of financing the purchase of certain in-home installation services offered by Home Depot, as set forth on Schedule 1 (“ Services ”), and any goods sold by Home Depot, whether in-store, online or otherwise (“ Goods ”), as may be purchased from time to time by such customers. The Services and Goods are collectively referred to as “ Goods and Services ”. By executing this Agreement, GreenSky and Home Depot expressly agree and acknowledge that the Prior Agreement is superseded, amended and replaced, in its entirety, by this Agreement.

2. PROGRAM DESCRIPTION . Pursuant to the terms and conditions of this Agreement (as in effect from time to time), Home Depot and GreenSky have established the Finance Program for the purpose of making consumer credit available under the Finance Program commencing as of the Original Agreement Effective Date.

(a) Non-Discriminatory . GreenSky shall offer and make available the Finance Program to all customers of Home Depot for the Goods and Services regardless of race, color, sex, age, disability, religion, national origin, marital status, familial status, receipt of public assistance income, or exercising, in good faith, any rights under the Consumer Credit Protection Act; and neither Home Depot nor GreenSky shall treat customers, potential customers or applicants of Home Depot differently on any basis prohibited by law.

(b) Unsecured, Non-Recourse . The Finance Program is an unsecured, non-recourse program for Home Depot, meaning that GreenSky and Funding Participants shall not seek repayment from Home Depot (or from any of the Authorized Service Providers, if applicable) if any customer of Home Depot who has been approved for a loan under the Finance Program fails to repay the loan. Nothing in this Section 2(b) shall be construed or applied to limit the rights of GreenSky with respect to Section 16(b) of this Agreement.

(i) Nothing contained herein shall restrict Home Depot’s right to contract with other lenders, financial institutions or similar providers of financial services to provide financing programs to customers of Home Depot. In the event that Home Depot elects to provide closed-end unsecured loans (a “ Competing Financial Product ”) through another provider, Home Depot shall provide GreenSky with thirty (30) days written notice prior to the commencement of the roll out of any such Competing Financial Product. In addition, Home Depot will not, and will not permit the provider of a Competing Financial Product to, promote a product that competes with any of the products provided for hereunder at a promotional level greater than the promotional level that Home Depot provides to the corresponding product hereunder. In the event that Home Depot enters into any new program for a Competing Financial Product with any other lender, financial institution of similar provider of financial services, Home Depot (including the Authorized Service Providers) will not base its decision on which lender’s loan application will be presented to the customer on the basis of such customer’s credit quality or location.

(ii) Except as set forth in Section 2(c)(iii) below, nothing contained herein shall restrict GreenSky’s right to provide financing programs to customers of other home improvement retailers or home installation service providers.

(iii) GreenSky agrees that:

(A) During the term of this Agreement and for a period of six (6) months following the date of termination of this Agreement, without prior written approval of Home Depot, GreenSky shall not, by itself or in conjunction with others, directly or indirectly issue, offer, operate, manage, advertise, market, promote, administer or enter into any arrangement with Lowe’s Companies, Inc., Sears, Roebuck and Co. or Menards, Inc. in the United States or Canada (including their respective subsidiaries and affiliates, the “ Home Depot Competitors ”); provided , however , that nothing in this Section 2(c)(iii)(A) shall prohibit GreenSky from performing

its contractual obligations with the Home Depot Competitors existing as of the Prior Agreement Effective Date as disclosed on Schedule 2(c)(iii)(A);

(B) [*****]; and

(C) GreenSky shall not use any of the information obtained from Home Depot (including, without limitation, Home Depot Confidential Information, as defined in Section 10(a) below), for purposes of soliciting installment loan business directly from any home improvement retailers or installation service providers (including their respective subsidiaries and affiliates).

(d) Program Territory . The territory in which customer accounts under the Finance Program (“ Accounts ”) may be established shall consist solely of the United States of America (the “ Territory ”).

(e) Roll-Out . Under the Prior Agreement, Home Depot and GreenSky agreed to roll out Phase 1 of the Project Loan Product (as defined in subsection (f)(ii) below), as specified in Schedule 2(e) , and to work together in good faith to achieve the subsequent roll-out schedule as set forth on Schedule 2(e) (the “ Roll-Out ”). If the requirements regarding Phase 1 or Phase 2 of the Roll-Out as set forth on Schedule 2(e) were not met for any reason other than a material breach of this Agreement by Home Depot, Home Depot, in its reasonable discretion, had the right to elect to terminate the Project Loan Product as provided for in Section 11(e).

(f) Financing Details .

(i) Financing Details for Services Product . GreenSky shall cause the Finance Program to continue to offer unsecured installment loans to Home Depot customers for certain “in home” installation services that were offered pursuant to the Original Agreement (“ Services Product ”) on the terms set forth on Schedule 2(f)(i) . Customers participating in the Services Product may make a one (I) time purchase during the initial ninety (90) day period immediately following GreenSky’s approval of the customer’s Credit Application (defined below). As used in this Agreement the “ Services Loan Agreement ” shall mean the Services Product loan agreement. As used in this Agreement the “ Purchase Period ” shall mean the ninety (90) day period immediately following GreenSky’s approval of the customer’s Credit Application for the Services Product and the six (6) month period immediately following a customer’s acceptance of the Project Loan Agreement (defined below).

(ii) Financing Details for the Home Depot Project Loan Product . GreenSky shall cause the Finance Program to offer customers of Home Depot the Home Depot Project Loan Product (“ Project Loan Product ”). Customers participating in the Project Loan Product may make multiple purchases during the Purchase Period following the customer’s acceptance of the Project Loan Product loan agreement (“ Project Loan Agreement ”), provided that such purchases may not, in the aggregate, exceed the maximum loan amount approved by GreenSky. GreenSky shall not approve purchases of Goods and Services during such Purchase Period that exceed the aggregate maximum loan amount (even if the customer has repaid some or all of the previously outstanding amounts). GreenSky may increase the maximum loan amount during the Purchase Period; however, GreenSky shall, at all times, administer the Finance Program and all related financial services and products in a way that does not cause an open-ended line of credit to be created. The minimum loan amount (“ Financing ”) that any customer may be approved for in connection with the Project Loan Product shall be One Thousand Dollars ($1,000) or such other amount agreed upon by the parties to this Agreement in writing. If the customer’s total purchases are less

than or equal to One Thousand Dollars ($1,000), the payoff period shall be twelve (12) months following the end of the Purchase Period. If the customer spends in excess of $1,000, the payoff period shall be seven (7) years following the end of the Purchase Period; provided, however, the parties to this Agreement may elect to adjust such seven (7) year period, upward or downward, upon their written mutual consent. Unless Home Depot and GreenSky agree otherwise, interest only payments shall be due during the Purchase Period. Following the Roll-Out, if Home Depot so desires, Home Depot and GreenSky shall cooperate to develop longer interest and payment free periods with corresponding adjustments to the economics for GreenSky.

(iii) Financing Details for Other Products . Home Depot and GreenSky may agree to offer Home Depot’s customers other financing products on terms agreed upon in writing by the parties to this Agreement.

(g) Merchant Discount . The merchant discount fees that shall be effective as of the Effective Date are set forth in Schedule 6(b)(ii) (the “ Merchant Discount Fees ”). Any processing fees or other fees due from Home Depot to MasterCard or any other card network shall be payable by Home Depot. Any processing fees or other fees due from GreenSky to MasterCard or any other card network shall be payable by GreenSky. In no event shall GreenSky be responsible for payment of Merchant Discount Fees to MasterCard or any other card network and in no event shall Home Depot be responsible for payment of any fees, fines or assessments owed by GreenSky to MasterCard or any other card network for GreenSky’s participation in such network.

3. Program Obligations . Subject to the terms and conditions of this Agreement, during the Term and within the Territory, GreenSky and Home Depot shall have the following obligations:

(a) GreenSky’s Obligations . Subject to the terms and conditions of this Agreement, GreenSky shall perform, or subcontract with third parties to perform, the following tasks and such other tasks as Home Depot and GreenSky shall mutually agree:

(i) develop, operate, administer, and maintain all pertinent books and records reflecting data with respect to the Finance Program, whether generated by GreenSky or otherwise in GreenSky’s possession;

(ii) for approved customers of the Project Loan Product, issue a Home Depot project loan card (a “ Project Loan Card ”) to each customer of Home Depot in accordance with the terms of this Agreement and applicable law to allow such Accountholders (defined below) to access funds approved to be advanced to such Accountholders by GreenSky pursuant to the Project Loan Product;

(iii) on behalf of Funding Participants, authorize the Accountholders to make Purchases (as defined below) on their Accounts, extend credit to the Accountholders in connection therewith, and fund all receivables under the Project Loan Cards, in each case in accordance with this Agreement, the Project Loan Agreements and applicable law. As used herein, “ Accountholders ” shall mean customers approved by GreenSky for the Project Loan Product who have accepted the Project Loan Agreement and customers approved by GreenSky for the Services Product who have accepted the Services Loan Agreement;

(iv) on behalf of Funding Participants, conduct all underwriting, billing, customer service functions, collections and accounting activities pertaining to the Accounts;

(v) bear all credit and fraud risk associated with the Finance Program (excluding those Accounts subject to the fraud of Home Depot personnel and amounts subject to chargeback to the extent provided in Section 3(b)(ix) and Section 6(c) of this Agreement);

(vi) provide Home Depot with the initial forms of Credit Applications and any replacement forms of Credit Applications necessitated by a change in law (and GreenSky shall promptly notify Home Depot of any changes in law that will necessitate a change in the form of Credit Application);

(vii) provide Home Depot updates of forms of credit disclosures and procedures for the use by Home Depot in connection with advertising, marketing and promoting the Finance Program (“ Standard Disclosures ”), which GreenSky shall promptly revise as a result of changes in law applicable to the Finance Program (and GreenSky shall promptly notify Home Depot of any changes in law applicable to the Finance Program that prompts or requires such revisions);

(viii) ensure that the Finance Program complies with all applicable laws and regulations and that GreenSky’s conduct of its activities and administration of the Finance Program complies with applicable law and regulations, including without limitation, all laws and regulations governing Account documentation, customer disclosure, money transmission, requirements related to loan brokers and related licenses and approvals, and all rules and regulations of MasterCard or any other applicable payment network. In addition, subject to Home Depot’s reasonable cooperation in connection therewith, GreenSky shall provide its consumer-facing internet services related to the Finance Program in a way that complies in all material respects with the requirements of the Americans with Disabilities Act and any guidance or regulations provided by any governmental authority in connection with or related thereto (the “ADA”) and such services provided by GreenSky and the Funding Participants in connection with the Finance Program will not cause Home Depot to violate Home Depot’s obligations under the ADA in a material respect with respect to its customers;

(ix) monitor legal developments related to the Finance Program and advise Home Depot in writing of developments with respect to the federal and state laws and regulations applicable to the products offered by GreenSky hereunder that impact Home Depot’s compliance with laws and regulations as a result of its participation in the Finance Program (but, for the avoidance of doubt, not laws and regulations that would, absent of the Finance Program, be applicable to Home Depot but not GreenSky in the operation of its business);

(x) in consultation with Home Depot, provide training and informational support materials for Home Depot store personnel in support of the Finance Program;

(xi) assist Home Depot as requested with developing annual marketing budgets and an Annual Marketing Plan (as defined in Section 9(a)(i));

(xii) subject to the mutual agreement between Home Depot and GreenSky in regard to form and format, track Accountholder purchase activity and maintain or develop, as applicable, capabilities for Home Depot to offer promotions based on SKU (or similar terms) level Purchase data;

(xiii) provide customized reports to Home Depot regarding the Finance Program in accordance with this Agreement or as otherwise reasonably requested by Home Depot from time to time;

(xiv) in consultation with Home Depot, develop, implement and maintain the technical and operational systems required to support the Finance Program (including data security, outage

and paperless applications), to the extent required by this Agreement or as otherwise agreed to in writing by Home Depot and GreenSky;

(xv) provide sufficient training to its personnel regarding the Finance Program and Home Depot’s business; and

(xvi) maintain a disaster recovery plan reasonably acceptable to Home Depot (the “ Disaster Recovery Plan ”), which GreenSky shall test regularly (but no less frequently than annually) in accordance with its internal procedures, as well as systems, equipment, facilities and trained personnel sufficient to recover and thereafter perform GreenSky’s basic obligations under this Agreement in the event of a disaster. Home Depot shall have the right to review, upon reasonable request, current copies of those portions of the Disaster Recovery Plan that are reasonably related to the Finance Program as well as the results of any of GreenSky’s tests of such portions. GreenSky may make changes to the Disaster Recovery Plan from time to time without Home Depot’s consent; provided , however , that such changes do not decrease the level of protection offered by the Disaster Recovery Plan. GreenSky shall promptly permit Home Depot to review any updated, revised, amended or restated portions of the Disaster Recovery Plan that reasonably relate to the Finance Program. If Home Depot identifies a potential disaster that is not reasonably anticipated by any portion of the Disaster Recovery Plan provided to it pursuant to this provision, it shall notify GreenSky and GreenSky shall take a commercially reasonable course of action to address such concern. The performance of any tests and the resolution of any issues or problems identified in such tests shall be performed at the sole discretion and expense of GreenSky.

(b) Home Depot Obligations . Subject to the terms and conditions of this Agreement, Home Depot shall perform the following tasks and such other tasks as Home Depot and GreenSky shall mutually agree:

(i) with respect to Financing for in-home installation of Goods and Services (“ In-Home Financing ”), execute either a written agreement or other agreement permitted by law with each customer, prior to the sale of any Goods and/or commencement of any Services to be performed at the property of such customer, describing the Goods and Services to be sold and/or performed and including a quote for such Goods and Services and any related expenses;

(ii) subject to the prior approval and authorization for Financing by GreenSky (the form of which shall be mutually agreed to by the parties to this Agreement), provide a receipt to each customer indicating the Goods and Services sold;

(iii) with respect to the Project Loan Product, maintain point-of-sale devices and technical and operational systems and equipment necessary to support acceptance of Project Loan Cards at Home Depot store locations;

(iv) bear the cost of replenishing the stock of Credit Applications and Standard Disclosures (as determined by Home Depot), other than replacements due to changes to the Credit Applications and Standard Disclosures necessitated by a change in law as contemplated in Section 3(a)(vi) above;

(v) provide the appropriate resources, as determined by Home Depot, to support, but not guarantee, the minimum volume goals contemplated under this Agreement;

(vi) develop annual marketing budgets and Annual Marketing Plans;

(vii) comply with laws and regulations applicable to Home Depot’s conduct of its activities with respect to the Finance Program; provided , that GreenSky has advised Home Depot of such requirement pursuant to the terms of Section 3(a)(ix);

(viii) in consultation with GreenSky, provide training and information support materials for Home Depot store personnel in connection with the Finance Program, which materials Home Depot shall be responsible for disseminating to Home Depot personnel involved with the Finance Program; and

(ix) (A) bear all credit and fraud risk associated with Accounts due to fraud committed by Home Depot personnel, (B) verify identity of the customer through a driver’s license or other appropriate means, and (C) be responsible for amounts subject to chargeback to the extent specified pursuant to (i) mutually agreed upon written procedures entered into by GreenSky and Home Depot or (ii) the MasterCard procedures specified pursuant to Home Depot’s current merchant agreement with First Data Services, LLC and HSBC Bank USA, N.A., and otherwise applicable to any other Home Depot transaction (the “ MasterCard Procedures ”). Home Depot represents to GreenSky that the MasterCard Procedures referenced in the aforementioned merchant agreement include a right of chargeback and a commitment to comply with the standard MasterCard rules and regulations.

(c) Branding . Unless otherwise directed by Home Depot or required by applicable law, all customer communications regarding the Finance Program, whether by internet, paper, email or other method, and all plastic cards issued in connection with the Finance Program, shall prominently display the Home Depot Trademarks. GreenSky shall display GreenSky Marks and the name, logo or trademark of a third-party lender that has been approved by GreenSky to provide financing under the Finance Program on the back of plastic cards issued in connection with the Finance Program or on any such customer communications in a manner determined by GreenSky, in its commercially reasonable judgment and in accordance with applicable law. In addition, to the extent Home Depot deems appropriate, all communication shall state clearly that Home Depot is not the lender. Home Depot shall own the designs for all customized plastic cards, excluding a GreenSky Mark or name, logo or trademark of a third-party lender that has been approved to provide financing under the Finance Program. Further, GreenSky shall clearly communicate its role in servicing the Finance Program and the role of the respective third-party lender of record providing financing under the Finance Program to Accountholders.

(d) Absentee Transactions; In-Store Payments .

To the extent permitted by the MasterCard Procedures, Home Depot may, pursuant to the terms of this Agreement and Section 3(e), engage in “card-not-present” purchase transactions with Accountholders utilizing the phone, computer, internet or any other electronic device or by any other direct access medium or method where the Accountholder is not present (each an “ Absentee Transaction ”).

(e) Fraud Management . Home Depot and GreenSky shall perform all commercially reasonable security functions to minimize fraud in the Finance Program due to lost, stolen or counterfeit plastic cards issued in connection with the Finance Program, fraudulent Credit Applications (as defined in Section 5(a)(i)) and transaction fraud. GreenSky agrees to commit commercially reasonable systems and other resources, with respect to the development, establishment and implementation of fraud mitigation strategies, procedures and techniques in connection with all transactions. During the Term, GreenSky agrees to utilize current payment card industry standards and practices for fraud mitigation in connection with all transactions. GreenSky shall develop and implement such commercially reasonable procedures taking into account appropriate servicing of Home Depot customers that shall, among other things, be

consistent with the following: the prevailing industry practices of such technology supporting on-line financial transactions that are comparable to the size, complexity and geographical scope of this Agreement; the prevailing industry practices relating to mitigation techniques and practices in addressing identity fraud; and the prevailing technology developments in the on-line environment for e-commerce activity that is critically supported by card transactions, including but not limited to address verification procedures; and other salient mitigation procedures and techniques that will be useful in the operation of the Finance Program and processing transactions. GreenSky agrees that it shall provide Home Depot with reasonable prior written notice, including the proposed implementation schedule, of any material change to any aspect of the Finance Program fraud management policies and procedures. If, in Home Depot’s reasonable commercial judgment, the change proposed by GreenSky would reasonably be expected to have an adverse effect on Home Depot’s sales, the operation of the Home Depot business, or the Finance Program, and upon further discussion with GreenSky the issue cannot be mutually resolved, Home Depot may terminate this Agreement upon thirty (30) days notice.

(f) Responsibility for Funding Participants and Finance Program . [*****]

4. RATES AND TERMS . The rates and terms of financing, including the APR, to be offered to customers of Home Depot for the Goods and Services under the Finance Program (“ Rates and Terms ”) as of the Effective Date are set forth on Schedule 4 . GreenSky may prospectively change or modify the Rates and Terms (including financing rates) with at least ninety (90) days prior written notice to Home Depot; provided , however, that GreenSky shall provide Home Depot, in writing and in reasonable detail, its rationale for such change, together with benchmarking data, including, but not limited to 5-year Treasury rate trends, internal costs and competitive offerings, that demonstrates how the Finance Program will stack up in the market following such proposed change. Notwithstanding the foregoing, GreenSky may prospectively change the financing rates for the Finance Program to reflect changes in market rates upon only thirty (30) days prior written notice to Home Depot, provided that GreenSky shall provide Home Depot with such notice, also in writing and in reasonable detail, its rationale for such change, together with benchmarking data, as described above, that demonstrates how the Finance Program will compare to similar products in the market following such proposed change. If GreenSky proposes an increase in the Rates and Terms as contemplated herein, and Home Depot disputes GreenSky’s rationale for such increase, a mutually agreed upon third-party provider shall be promptly retained by GreenSky, at GreenSky’s sole cost and expense, to assess the competitiveness of the Finance Program, as modified by GreenSky’s proposed increase. If the parties do not agree upon the third-party provider, each shall select a provider and such providers shall select the third party provider to perform the benchmarking study. The parties shall mutually agree upon the factors to be considered in the benchmarking study. In the event the results of the benchmarking study reveal that the Finance Program, as modified, is no longer competitive, the Rates and Terms shall not be increased as GreenSky proposed but shall remain at the then current Rates and Terms.

5. SUBMISSION AND APPROVAL OF CREDIT APPLICATION; NO CREDIT GUARANTEE .

(a) With respect to “in-home” or “in-store” transactions Home Depot (including the Authorized Service Providers) may deliver Loan Documents (as defined in subsection (ii) below) to any customer seeking financing under the Finance Program and may, with a customer’s prior written consent, perform the following on behalf of the customer:

(i) submit a completed GreenSky-provided credit application, substantially in the form set forth on Schedule 5(a)(i) attached hereto (“ Credit Application ”), to GreenSky by such means as mutually agreed upon in writing by the parties (including by electronic submission); and

(ii) receive, and forward to the Accountholder, loan documents, associated Truth-in-Lending Act disclosures and other documentation and communications from GreenSky, on behalf of itself and Funding Participants (including documentation regarding online customer accounts and describing GreenSky’s rights to collect from past due Accountholders), substantially in the form set forth in Schedule 5(a)(i)(ii) attached hereto (“ Loan Documents ”). Neither the Credit Application nor the Loan Documents may be changed or modified except as mutually agreed upon in writing by the parties, except that GreenSky may, upon notice to Home Depot, change the Loan Documents to the extent required to reflect the requirements of applicable law.

(b) Home Depot may, at its option, include a link on a webpage located on www.HomeDepot.com (“ THD Website ”) to the Finance Program’s online Credit Application located at the GreenSky Website. GreenSky shall, at its sole cost and expense, develop a dedicated webpage on the GreenSky Website for the sole purpose of offering and promoting the Finance Program. Such webpage shall prominently feature an electronic Credit Application. Upon submittal of a Credit Application by a customer, GreenSky shall process such Credit Application and provide customers with all Loan Documents and any other required notices and materials. GreenSky agrees to develop the aforementioned dedicated Finance Program webpage on or before October 1, 2014.

(c) Credit Applications shall be processed as set forth in this Section 5 and upon mutually agreed upon written procedures.

(d) Upon submission of the Credit Application to GreenSky either at point-of-sale (via telephonic or electronic means) or online at the GreenSky Website, GreenSky shall use an “instant decisioning” process to immediately notify the customer and Home Depot (including, when known, the Authorized Service Providers) of the approval status of the Credit Application (including whether the Credit Application requires additional information from the customer) in a manner reasonable and agreeable to Home Depot. In the event the Credit Application requires manual processing or requires additional information, GreenSky shall in each case immediately, but not later than within one Business Day of receipt of the Credit Application or such additional information, communicate to the customer and to Home Depot whether the Credit Application has been approved or declined in a manner reasonable and agreeable to Home Depot. GreenSky is responsible for the content of all notices of approval or declination required to be provided to customers, including, but not limited to, Accountholders, pursuant to applicable law and, except where Home Depot’s and GreenSky’s standard written practices provide for Home Depot to deliver notice of approval (in which event Home Depot shall be responsible for the delivery), the delivery of all such notices. In addition, GreenSky shall be responsible for the content and delivery of any subsequent notices, including, for example, any notice of the final payment amount. “ Business Day ” shall mean a day that banks are generally open for business in Atlanta, Georgia and shall exclude Saturdays, Sundays and legal holidays.

(e) In the event a material adverse change in an Accountholder’s financial status occurs (including, without limitation, death, bankruptcy, destruction of the underlying premises with respect to the Services Product or a similar matter), during the applicable Purchase Period, GreenSky shall have the right to reduce such Accountholder’s line of credit. GreenSky shall immediately notify Home Depot and the Accountholder of such reduction. Absent a material adverse change in an Accountholder’s financial status as contemplated in the preceding sentence, amounts that have been approved for funding under the Finance Program shall either be (i) committed by a federally-insured financial institution, or (ii) deposited in an escrow account, and shall remain in escrow until the payment of such amounts to Home Depot in accordance with the terms of this Agreement. Such commitment or escrow shall remain valid (i) during the Purchase Period for the Services Product, (ii) during the Purchase Period for the Project Loan

Product, and (iii) for such period of time as agreed to by the parties to this Agreement for future products, if any, offered under the Finance Program.

(f) Under no circumstances shall Home Depot (or any of the Authorized Service Providers) be required to co-sign or otherwise guarantee any credit on behalf of its customers participating in the Finance Program. Home Depot (including the Authorized Service Providers) makes no representations or guarantees to GreenSky with respect to the financing volume to be generated under the Finance Program and has no volume requirements with regard to the number of applications that must be submitted.

(g) Except as otherwise provided by Section 2(a) and Schedule 4 , nothing in this Agreement shall limit the ability of GreenSky, on behalf of Funding Participants, to evaluate the creditworthiness of each applicant and make the determination, at GreenSky’s sole discretion and in accordance with applicable law, to approve or deny a Credit Application to grant or otherwise extend credit to the applicant under the Finance Program.

(h) Schedule 5(g) sets forth certain key targets of the approval rates and accommodation rates for the Finance Program. GreenSky shall administer the Finance Program, in cooperation with Home Depot, pursuant to the terms set forth on Schedule 5(g) .

6. PAYMENT . Payments due to Home Depot from GreenSky under this Agreement for Goods and Services with respect to any loan made to a customer under the Finance Program (including the existing Services Product) are hereinafter referred to as “ Payments .”

(a) In-Home Financing .

(i) Payment for Services . With regard to In-Home Financing, upon GreenSky’s receipt of a completed executed Services Loan Agreement and certificate of completion, substantially in the form set forth on Schedule 6(a)(i) attached hereto, (“ Certificate of Completion ”), both of which are executed by the customer (or customers or co-signors, as the case may be), Home Depot shall be entitled to receive Payment for the Goods and Services from GreenSky or Funding Participants, in the amount of the loan to the Accountholder, minus any applicable down payment paid to Home Depot, if any. At such time as a MasterCard purchasing method is implemented, Home Depot and GreenSky shall agree to an alternate to the Certificate of Completion. GreenSky shall not reduce the Accountholder’s line of credit, as contemplated in Section 5(d) above, below the amount funded to Home Depot.

(ii) Requirements . Upon satisfaction of the requirements in Section 6(a)(i) above, GreenSky shall immediately make or, on behalf of Funding Participants, forward the Payment in full to Home Depot. Home Depot agrees that it shall have no claims against GreenSky for payment upon Home Depot’s receipt of the Payment with respect to the Services completed in accordance with Section 6(a)(i) above. In addition, Home Depot agrees that GreenSky is not responsible for making or forwarding the Payment, or any portion thereof, until the requirement set forth in 6(a)(i) above has been satisfied. All such Payments will be made in full by MasterCard Based Transfers or such other method as Home Depot and GreenSky agree to in writing. As used in this Agreement, with respect to Payments made to Home Depot under Section 6(a), “ MasterCard Based Transfers ” shall mean GreenSky’s Payments to Home Depot, on behalf of Funding Participants, using GreenSky’s credit card account with MasterCard.

(b) In-Store Financing .

(i) Settlement .

(A) All Charge Transaction Data (as defined in this subsection) will be electronically submitted to GreenSky on a daily basis, and all charge slips shall be electronically maintained by Home Depot and made available to GreenSky. GreenSky shall not use the Charge Transaction Data, the charge slips or any information derived therefrom (other than aggregated non-customer specific information), for any purpose other than the administration of the Finance Program, whether during or after the Term, without Home Depot’s prior written consent. For purposes of this Agreement, “ Charge Transaction Data ” shall mean Account or Accountholder identification and transaction information with regard to each purchase of Goods or Services (“ Purchases ”) by Accountholders under Accountholder Agreements and each return of a purchase of Goods for credit to the applicable Accounts, which data shall be transmitted by Home Depot to GreenSky in accordance with this Agreement and Home Depot’s procedures.

(B) Unless otherwise agreed to by Home Depot in writing, at all times during the Term, GreenSky shall establish and maintain, either directly or indirectly via GreenSky’s third-party credit card processor, a relationship with MasterCard whereby GreenSky shall cause MasterCard to provide all authorization and settlement services required for transactions conducted with Project Loan Cards pursuant to the Finance Program. Further, GreenSky shall qualify with, and maintain its qualification with MasterCard in order to provide the services set forth in this Agreement.

(C) During the Term, upon receipt, verification and processing of Charge Transaction Data by MasterCard, GreenSky, on behalf of Funding Participants, shall immediately make Payment in full to Home Depot by MasterCard Based Transfers or such other method as Home Depot and GreenSky agree to in writing. With respect to Payments made to Home Depot under Section 6(b), “ MasterCard Based Transfers ” shall mean Payments made to Home Depot by Accountholders using individual access devices issued by GreenSky. GreenSky shall not reduce the Accountholder’s line of credit, as contemplated in Section 5(d) above, below the sum of any previously authorized transactions for such Accountholder in accordance with Section 5(c) above. Home Depot shall immediately make payment to GreenSky, on behalf of Funding Participants, by credit card based transfers or such other method as Home Depot and GreenSky agree to in writing of undisputed credits or adjustments relating to returns of Purchases.

(D) GreenSky may not replace MasterCard with a different service provided or assume the authorization and settlement functions performed by MasterCard without Home Depot’s prior written consent. If Home Depot elects, in its sole discretion, to provide such consent, then GreenSky and Home Depot shall enter into an amendment to this Agreement to reflect the revised authorization and settlement terms.

(E) Consistent with this Agreement, Home Depot and GreenSky acknowledge that Payments may be settled directly between GreenSky and Home Depot, instead of through MasterCard or another third party payment card network. Should Home Depot wish to implement such a direct settlement process, GreenSky agrees to devote appropriate resources to such implementation and to bear all of its own costs with respect thereto as soon as mutually agreeable authorization and settlement terms and system changes can be agreed to.

(ii) Home Depot shall have the right to cause, during normal business hours and upon no less than thirty (30) days written notice to GreenSky, a reputable independent third-party auditor (which auditor shall not be currently engaged by either of the parties) to audit and review the books and records of GreenSky and certify GreenSky’s compliance with all of the material financial terms, quantifiable service standards and reporting obligations of GreenSky as contemplated by this Agreement. If such audit reveals that GreenSky materially breached the financial terms of this Agreement, then GreenSky shall pay the costs of the audit. Otherwise, Home Depot shall pay all costs associated with such audit.

(c) MasterCard Chargebacks . Purchases of Goods and/or Services made by Accountholders utilizing individual access devices issued by GreenSky will be processed by MasterCard and all related chargebacks, if any, will be processed in accordance with applicable MasterCard Procedures.

(d) GreenSky Chargebacks . Chargebacks for purchases of Goods and/or Services made by Accountholders via GreenSky’s MasterCard account, and not processed by MasterCard, if any, will follow the procedures set forth in Sections (6)(d)(i)-(iv) below.

(i) The chargeback procedures which allow GreenSky, on behalf of Funding Participants, to charge back to Home Depot all or a portion of the amount evidenced by any charge slip or Certificate of Completion, in connection with a Purchase of Goods and Services (a “ Charge Slip ”), or credit slip, in connection with a return of a Purchase of a Good (a “ Credit Slip ”) are set forth below. These chargeback procedures will apply if, with respect to such Charge Slip, Credit Slip, or the underlying transaction:

(A) Any presentment warranty made by Home Depot proves to be false or inaccurate in any material respect;

(B) The Accountholder asserts any claim or defense against GreenSky as a result of any undisputed act or omission of Home Depot in violation of any applicable law;

(C) The Accountholder disputes a Charge Slip and Home Depot cannot supply GreenSky with a paper or electronic copy of the Charge Slip within the period required by law, or as set forth in the mutually agreed upon written procedures;

(D) The chargeback rights with respect to Absentee Transactions are applicable to the extent provided by mutually agreed upon procedures;

(ii) In its reasonable discretion but upon prior notice to Home Depot, GreenSky may compromise and settle any claim made by any Accountholder if such claim may give GreenSky a right to chargeback in accordance with Section 6(c)(ii). GreenSky may settle such claim in an

amount equal to the amount paid for the disputed Goods and Services, not to exceed the face amount of any Charge Slip or Credit Slip. In the event of any such compromise or settlement, GreenSky’s right to chargeback shall be limited to the actual amount so compromised.

(iii) If GreenSky exercises its right of chargeback in accordance with this Agreement, GreenSky shall set off or recoup amounts charged back against any sums due Home Depot under this Agreement or, if chargebacks exceed sums due Home Depot, GreenSky may demand payment from Home Depot for the full amount of such excess by netting such amounts against amounts due to Home Depot pursuant to Section 6(b)(i). If the full face amount or any portion thereof of any Charge Slip is charged back, GreenSky shall assign, without recourse, all right to payment for such Charge Slip or portion thereof to Home Depot upon Home Depot’s request.

(iv) In the event that (i) an Accountholder asserts any claims or defenses directly against GreenSky or a Funding Participant, (ii) Home Depot itself is directly obligated to Accountholder pursuant to a warranty as a result of such claim or defense, and (iii) Home Depot has failed to satisfy such warranty claim pursuant to the terms of applicable warranty and Home Depot’s policy, then GreenSky shall promptly notify Home Depot in writing of such warranty claim by an Accountholder (a “ Warranty Claim ”). If Home Depot fails to satisfy or commence satisfying such Warranty Claim pursuant to its policy within thirty (30) days of receipt of the applicable written Warranty Claim notice, Home Depot will pay GreenSky, on behalf of the applicable Funding Participant, the amount of the credit loss to the extent resulting from such claim or defense, not to exceed the amount of Home Depot’s obligation to the Accountholder under such obligation. If Home Depot elects to satisfy an Accountholder’s Warranty Claim monetarily, in Home Depot’s sole discretion, Home Depot will use reasonable efforts to credit such amount to the account used to purchase the Goods and/or Services subject to the Warranty Claim. In no event shall Home Depot ever be required to pay or otherwise satisfy a Warranty Claim in an amount in excess of the amount paid by the Accountholder for the Goods and/or Services subject to the Warranty Claim.

(e) GreenSky shall promptly notify Home Depot of all requests by Accountholders for chargebacks. Upon Home Depot’s request, GreenSky shall actively help Home Depot evaluate chargebacks and provide such other assistance as Home Depot may request in an effort to minimize or eliminate unnecessary or inappropriate chargebacks.

7. CUSTOMER SERVICE .

(a) Customer Service Inquiries . Neither Home Depot nor any of the Authorized Service Providers shall answer detailed inquiries by customers of GreenSky concerning GreenSky’s products and services, and GreenSky shall not answer inquiries by customers of Home Depot concerning Home Depot’s products and services (including those provided by any of the Authorized Service Providers). Home Depot and GreenSky shall each refer inquiries of customers of the other party concerning the other party’s products and services to the customer service telephone numbers provided by the other party. Such other party shall use reasonable efforts to address such inquiries in a timely and effective manner. Notwithstanding the foregoing, in connection with this Agreement, Home Depot (including the Authorized Service Providers) may furnish GreenSky-provided marketing materials to, and verbally respond to general inquiries of, intended or existing customers of Home Depot regarding the Finance Program. Home Depot agrees not to alter any marketing materials that may be furnished to Home Depot by or on behalf of GreenSky.

(b) Call Centers . GreenSky shall designate and operate call centers (“ Call Centers ”) to handle all customer inquiries related to the Finance Program, including, without limitation: Credit Application service, customer service and fraud. Specifically, the Call Centers shall perform the following functions:

(i) answer, respond to and otherwise process customer inquiries via (a) live telephone customer service representatives available at the locations and during the hours of operations as set forth on Schedule 7(b) attached hereto and incorporated herein by reference (which locations and hours of operation may not be changed or modified except in writing executed by all parties) and (b) mail, facsimile or other written communication;

(ii) resolve customer disputes, complaints, including resolving disputed transactions, billing and payment discrepancies; and

(iii) handle such additional customer service functions as GreenSky generally makes available in the ordinary course of business in connection with its finance programs.

(i) GreenSky’s Call Centers shall answer a minimum of [*****] percent ([*****]%) of all customer calls routed to the Call Centers within [*****] of routing and maintain an abandon rate of less than [*****] percent ([*****]%).

(ii) GreenSky shall meet such other KPI as set forth on Schedule 7(c) .

(iii) GreenSky shall provide monthly and quarterly reports to Home Depot on the KPI in accordance with Section 12(b)(i) of this Agreement. In the event GreenSky fails to maintain the stated KPI in any respect in any given calendar month, upon Home Depot’s request, GreenSky shall propose, within thirty (30) days after the end of such calendar month, a cure acceptable to Home Depot and shall implement such cure within an additional thirty (30) days. Upon GreenSky’s failure to either propose or implement such cure to Home Depot’s satisfaction, Home Depot reserves the right to terminate this Agreement immediately for cause.

(iv) GreenSky shall bear sole responsibility for employing and maintaining the required staffing levels and training and quality measurement levels as set forth in this Section 7.

(d) Collections Procedures . With respect to any delinquent accounts, GreenSky shall follow the collections procedures consistent with accepted industry practices and in a manner designed to be consistent with Home Depot’s image and reputation (“ Collections Procedures ”). GreenSky’s current Collection Procedures are set forth on Schedule 7(d) . The Collections Procedures may be amended or modified by GreenSky, with the consent of Home Depot, which consent shall not unreasonably be withheld.

(e) Customer Service Quality Assurance . Without limiting any of the foregoing, GreenSky shall develop and prepare, as appropriate, customized scripts, training manuals, communications, procedures and other related materials or policies tailored for treatment of customers of Home Depot, which materials may be reviewed by Home Depot at any time. Subject to Section 12, GreenSky shall provide Home Depot with an opportunity to review such materials and practices, including inspection and monitoring by Home Depot, under the supervision of GreenSky’s representatives, of Call Center activities

(either by remote access or at the locations and during the hours set forth on Schedule 7(b) ), so long as such review, inspection or monitoring shall not unreasonably impede GreenSky’s ordinary course of business or GreenSky’s ability to meet its obligations hereunder. In the event Home Depot reasonably believes that GreenSky’s customer service materials or GreenSky’s performance of customer service functions do not meet the Home Depot standards and requirements, GreenSky and Home Depot shall consult with each other in good faith, and, except to the extent prohibited by applicable law, GreenSky shall promptly take corrective actions to address any concerns raised by Home Depot and otherwise meet Home Depot standards and requirements. Home Depot reserves the right to terminate this Agreement immediately upon GreenSky’s failure to comply with its obligations set forth in this Section 7(e).

8. INTELLECTUAL PROPERTY .

(a) Home Depot agrees not to use GreenSky’s name, logos or the name of the Finance Program in any advertisements, flyers or any other communications or materials without GreenSky’s prior written consent; provided , however , that subject to the terms and conditions of this Agreement, during the term of this Agreement, GreenSky hereby grants Home Depot a non-exclusive limited license to use GreenSky’s name, logos and trademarks in connection with the Finance Program, subject to and in the manner provided in this Section 8. In the event that Home Depot is permitted to use such GreenSky Marks, Home Depot agrees to append the symbol “®” to the first use in any document of any federally-registered GreenSky Mark. Home Depot further agrees to append the symbol “ o ” to the first use in any document of any unregistered GreenSky service mark, or to append the symbol “™” to the first use in any document of any registered GreenSky trademark.

(b) Home Depot acknowledges GreenSky’s (and its affiliates’) proprietary interest in and to all of its (and its affiliates’) trademarks, trade names, logos, service marks, trade styles, trade dress and other proprietary identifying marks (“ GreenSky Marks ”).

(c) In the event that GreenSky consents to Home Depot’s requested use of GreenSky Marks (or Home Depot’s use is otherwise permitted pursuant to Section 8(a)), GreenSky shall have the right to require that Home Depot’s use of GreenSky Marks be done in accordance with graphic standards and similar criteria provided by GreenSky. GreenSky shall have the right to inspect Home Depot’s use of GreenSky Marks. In the event that GreenSky believes that Home Depot’s use of GreenSky Marks or Home Depot’s manner of conducting its operations risks dilution, disparagement or other loss of protection in GreenSky Marks, GreenSky shall provide notice to Home Depot regarding such deficient use and a reasonable method of cure. Home Depot agrees to use commercially reasonable efforts to cure such deficiency as expeditiously as possible. Home Depot recognizes and acknowledges that it acquires no right, title or interest in or to any GreenSky Marks by virtue of this Agreement or any use of such GreenSky Marks, and hereby waives any right to or interest in such GreenSky Marks other than the specific limited rights granted hereunder.

(d) GreenSky agrees not to use the name or logo of Home Depot or of its affiliates, or any abbreviation or adaptation thereof, in any Credit Application or Loan Documents, advertising, flyers, trade display, or published statement or press release (including any communications with the media), or any written materials intended for any commercial purpose, without the prior written consent of Home Depot (in its sole discretion); provided , however , that subject to the terms and conditions of this Agreement, during the term of this Agreement, Home Depot hereby grants GreenSky a non-exclusive limited license to use the Home Depot trademarks set forth on Schedule 8(d) (the “ Home Depot Trademarks ”) in connection with the plastic cards issued in connection with the Finance

Program and related accounts, subject to and in the manner provided under this Section 8. Each plastic card issued in connection with the Finance Program shall feature and display, (i) on the face thereof, the Home Depot Trademarks; provided , however , that the final determination as to the layout, size, design, style, location and placement of each of the foregoing branding features shall be made by Home Depot in its sole discretion in accordance with this Section 8(d), subject to compliance with the requirements of applicable law, and (ii) on the reverse or back side thereof, such customary and standard information as may be required pursuant to applicable law. Home Depot reserves the right to terminate this Agreement immediately upon GreenSky’s failure to comply with this Section 8(d). Notwithstanding the foregoing, GreenSky may use the name of Home Depot or its affiliates, or any abbreviation or adaptation thereof, in written materials to the extent required by applicable law or regulation. For the avoidance of doubt, the Home Depot Trademarks shall be used by GreenSky only in the form, style, type and manner prescribed by Home Depot from time to time in connection with the Finance Program (except that if the names or marks are used within the body of ordinary copy they may be in the same form, style and type as the copy). GreenSky acknowledges that any violation of this Section 8(d) could cause such irreparable harm to Home Depot that damages for such harm may be incapable of precise measurement and that, as a result, Home Depot may not have an adequate remedy at law to redress the harm caused by such violations. Therefore, in the event of an alleged violation of this Section 8(d), GreenSky agrees that, in addition to its other remedies, Home Depot shall be entitled to seek injunctive relief and other equitable remedies, including, but not limited to, immediate temporary injunction, temporary restraining order and/or preliminary or permanent injunction to restrain or enjoin any such violation.

(e) Neither Home Depot nor GreenSky shall create any links between the websites of Home Depot (including its affiliates) and the websites of GreenSky (including its affiliates) regarding the Finance Program or Home Depot’s products and services without prior mutual consent.

9. MARKETING .

(a) Marketing Activities .

(i) Annual Marketing Plan and Costs . Home Depot, with consultation from GreenSky, shall develop and review annual marketing plans, setting forth all marketing activities to be conducted in the selected marketing channels for each calendar year.

(ii) Marketing Expenses . Except as otherwise set forth herein, marketing expenses in support of the Finance Program shall be borne by GreenSky and shall include:

(A) plastics mailed to Accountholders, statements and regulatory mailings;

(B) direct mail activation and acquisition programs for new/existing Home Depot customers;

(D) replacement Credit Applications (or other change to the application or application process) resulting from, in connection with or arising out of a change in applicable law or the interpretation of such law.

The parties will cooperate in a timely fashion to determine the mutually agreeable form and substance of all materials and efforts contemplated under (B) – (D) above. Additionally, the parties may

mutually agree upon additional marketing programs and any related costs, including but not be limited to, telemarketing, test programs, internet marketing and store credit contests, For purposes of clarity, none of the marketing expenses set forth above in this Section 9(a)(ii) shall be included as part of the Initial Marketing Expenses.

(iii) Reorder of Applications . In the event any Home Depot store has used the initial Credit Applications provided by GreenSky and reorders the then current Credit Applications, then Home Depot shall be responsible for the direct external costs associated with the replenishment of the Credit Applications.

(iv) Signage Expenses . In the event that Home Depot unilaterally requests a change in the in-store signage which is not required or advisable under applicable law (an “ Elective Change ”), GreenSky shall undertake to promptly implement such Elective Change, all at Home Depot’s expense. If GreenSky and Home Depot mutually agree in writing that a change in signage is desirable (but not required or advisable under applicable law), the expenses of such change in signage shall be borne by Home Depot. Any other changes to in-store signage, whether required or advisable under applicable law, unilaterally requested by GreenSky or otherwise, shall be implemented at GreenSky’s sole expense.

(v) The Annual Marketing Plan shall be reviewed and revised quarterly during each calendar year by the parties. In the event the parties cannot agree upon the Annual Marketing Plan for any year, the Annual Marketing Plan for the previous year shall continue to be applicable and binding upon the parties.

(b) Marketing Projections Reporting . For all marketing campaigns conducted pursuant to this Agreement, GreenSky shall provide reporting to Home Depot, which shall include the campaign selection and expectations (projected volumes and projected return on investment), credit criteria, pricing, and expected credit lines prior to the scheduled start of the campaign. GreenSky shall provide Home Depot with performance analysis at regular, mutually agreed intervals to enable Home Depot to track each campaign/solicitation separately.

(c) Development and Review of Program Materials . Home Depot and GreenSky shall have the following responsibilities for the development of Account Materials, Targeted Solicitation Materials, Fulfillment Materials, General Advertising Materials and Home Depot Statement Inserts (each, as defined below and, collectively “ Program Materials ”):

(i) Account Materials . GreenSky shall develop and prepare all account materials, including Credit Applications, accountholder agreements, customer service letters, card carriers, billing statements, adverse action letters, change in terms announcements, usage and retention communications and legal disclosures (collectively, “ Account Materials ”). Except (i) as otherwise provided by Section 3(b)(iv) with respect to replacement Credit Applications and (ii) other Home Depot branded materials delivered by Home Depot to GreenSky for distribution to Accountholders, GreenSky shall be responsible for all costs and expenses related to or associated with Account Materials, including any production and/or distribution costs. GreenSky shall provide Home Depot with an opportunity to review the Account Materials and shall react appropriately to any concerns raised in a timely manner by Home Depot prior to implementation.

(ii) Targeted Solicitation Materials and Fulfillment Materials . GreenSky may develop direct mail pieces, telemarketing scripts, take-one applications, and other related materials that target prospective accountholders (collectively, “ Targeted Solicitation Materials ”) and welcome kits for

new Accountholders, and other related informational pieces for Accountholders (collectively, “ Fulfillment Materials ”). GreenSky shall provide Home Depot with an opportunity to review and approve the Targeted Solicitation Materials and Fulfillment Materials and shall react appropriately to any concerns raised by Home Depot in a timely manner prior to implementation. Subject to Section 8, Home Depot and GreenSky shall agree in advance upon the design, content, style, form and all other elements and components of all Targeted Solicitation Materials and Fulfillment Materials. In the event Home Depot does not approve the Targeted Solicitation Materials or Fulfillment Materials in writing in advance, GreenSky shall not use such materials in connection with the Finance Program or distribute them to Accountholders or prospective Accountholders.

(iii) General Advertising Materials . Home Depot shall develop store circulars, newspaper inserts, store information and other advertising materials for the Finance Program (collectively, “ General Advertising Materials ”), all at Home Depot’s expense. GreenSky shall provide Home Depot with Standard Disclosures to be used by Home Depot in General Advertising Materials. Home Depot shall produce General Advertising Materials in compliance with the Standard Disclosures or shall present General Advertising Materials to GreenSky for its timely review and approval. General Advertising Materials produced by Home Depot in compliance with the Standard Disclosures shall be deemed to be approved by GreenSky with respect to the Standard Disclosures. Notwithstanding anything in this Agreement to the contrary, GreenSky shall be solely responsible for, and shall indemnify Home Depot and its affiliates against, any claims, damages and expenses, including reasonable attorneys’ fees, incurred by Home Depot or its affiliates as a result of its correct use of Standard Disclosures and any other credit disclosures approved by GreenSky, under this Section 9(c)(iii).

(iv) Statement Inserts . In addition to the Initial Marketing Expenses paid by Home Depot, Home Depot shall pay for the development of inserts and/or onserts offering Goods and Services (“ Statement Inserts ”). Home Depot shall pay for costs associated with Statement Inserts to extent such costs relate solely to the promotion of Home Depot Goods and Services; GreenSky shall be responsible for all other costs and expenses associated with Statement Inserts. Statement Inserts shall be subject to the reasonable approval of both Home Depot and GreenSky. In particular, GreenSky shall not include any Statement Inserts with information or promotions that Home Depot determines to be objectionable.

(v) Disclosures . For disclosures required under applicable law in connection with the Finance Program, GreenSky shall have the right, after consultation with Home Depot, to make any such determinations in its sole discretion for Program Materials. GreenSky shall pay for all costs and expenses associated with or related to disclosures required by applicable law, including, where applicable, for plastic cards issued in connection with Finance Program; provided, however, if Home Depot specifically requests a disclosure that is not required or advisable under applicable law, Home Depot will be responsible for the costs and expenses associated with such a requested change in the disclosures.

(vi) Home Depot Disclosures . For disclosures required under applicable law specifically for Home Depot’s business, Home Depot shall have the right, after consultation with GreenSky, to make any such determinations in its sole discretion for Program Materials.

(d) Minimum Volume Goals . The expected minimum finance volumes for the Finance Program are set forth on Schedule 9(d) (the “ Minimum Volume Goals ”).

10. CONFIDENTIAL INFORMATION; DATA .

(a) Home Depot Confidential Information .

(i) From time to time, Home Depot may disclose or make available to GreenSky, whether orally or in physical form, confidential or proprietary information concerning Home Depot and/or its business, products or services (“ Home Depot Confidential Information ”) in connection with this Agreement. Home Depot Confidential Information shall also include (a) the information and materials identified on Schedule 10(a) to this Agreement, (b) any other information or materials which Home Depot treats as confidential and proprietary and does not disclose publicly, and (c) any modifications or derivatives prepared by GreenSky that contain or are based upon Home Depot Confidential Information, including analyses, reports or summaries of that information.

(ii) GreenSky shall only use Home Depot Confidential Information as directed by Home Depot. GreenSky must not use Home Depot Confidential Information at any time, in any fashion, form or manner, for any other purpose. (For the avoidance of doubt, under no circumstances shall GreenSky sell Home Depot’s customer data to any third party without Home Depot’s prior written approval.) GreenSky shall protect the confidentiality of Home Depot Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event using less than a commercially reasonable standard of care. When applicable, GreenSky shall take all commercially reasonable steps required to avoid inadvertent disclosure of materials in its possession. Home Depot Confidential Information shall at all times remain the property of Home Depot. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Home Depot Confidential Information under this Agreement. Home Depot Confidential Information must not be copied or reproduced by GreenSky without Home Depot’s prior written approval. All Home Depot Confidential Information, including copies thereof, must be promptly returned to Home Depot upon the first to occur of (a) the termination of this Agreement, and (b) request by Home Depot. Nothing in this Agreement shall prohibit or limit GreenSky’s use of information (i) previously known to GreenSky, (ii) acquired by GreenSky from a third party which was not, to GreenSky’s knowledge, under an obligation to Home Depot not to disclose such information, or (iii) which is or becomes publicly available through no breach by GreenSky of this Agreement. If GreenSky receives a subpoena or other validly issued administrative or judicial process demanding Home Depot Confidential Information, GreenSky shall promptly notify Home Depot and tender to it the defense of such demand. Unless the demand has been timely limited, quashed or extended, GreenSky shall thereafter be entitled to comply with such demand to the extent required by law. If requested by Home Depot, GreenSky shall cooperate (at the expense of GreenSky) in the defense of a demand. GreenSky is responsible for any breach of the confidentiality provisions of this Section by its employees and/or professional advisors; and such employees and/or professional advisors shall be bound by obligations of nondisclosure and limited use at least as stringent as those contained herein.

(b) Definitions of Data .

(i) Account Data. As used in this Agreement, “ Account Data ” means information relating to specific Accounts that is obtained, generated or created in connection with Account processing and maintenance activities, including Credit Application processing, Account statementing, customer service and collections. Account Data shall include transaction data, customer service and collections data, telephone logs and records and other documents and information necessary for the processing and maintenance of Accounts.

(ii) Accountholder Data . As used in this Agreement, “ Accountholder Data ” means information regarding current Accountholders, including name, postal address, email address, telephone number, date of birth, charge transaction data, campaign management information, demographic data, and aggregate data derived from Account Data; provided , however , that Accountholder Data may include credit data relating to Accountholders in the aggregate, but shall not include information that would constitute “Consumer Reports” (as defined by the Fair Credit Reporting Act, 15 U.S. C. § 1681) or any derivative thereof (“ Accountholder Credit Data ”).

(c) Use of Account Data, Accountholder Data, Accountholder Credit Data and Program Materials . GreenSky, Home Depot, their affiliates and any third party permitted to provide services on each party’s behalf under this Agreement may use all Account Data, Accountholder Data and Program Materials, in connection with the discharge of their respective obligations or exercise of their respective rights under this Agreement and the holder of such data and information, subject to holder’s privacy policy, agrees to make available such data or information to the other party in a manner mutually agreed for the other party’s data extraction and analysis.

(d) Limitations on the Use of Account Data, Accountholder Data and Accountholder Credit Data . Neither GreenSky, nor its affiliates or third-party lenders may, without the prior written consent of Home Depot:

(i) [*****]

(ii) [*****]

(iii) As a matter of clarification and notwithstanding anything to the contrary contained in this Agreement, GreenSky may share the number of accounts, number of transactions, aggregate transaction volumes and associated losses, (the “ Program Data ”) with actual and potential third-party lenders that are bound by a customary and enforceable confidentiality obligation with respect to that data, and have been approved or may be approved by GreenSky to provide financing under the Finance Program; provided , however , that the Program Data shall not include personally identifying information.

(iv) Notwithstanding anything herein to the contrary, GreenSky shall be liable to Home Depot (i) for the unauthorized disclosure or use of Account Data, Accountholder Data or Accountholder Credit Data (or other breach of terms of this Section 10) by GreenSky, its third party lenders, or prospective third party lenders or any of their employees, officers, directors, shareholders, agents, representatives or other affiliates, and (ii) in the event that the disclosure or use of Account Data, Accountholder Data or Accountholder Credit Data by GreenSky, its third party lenders, or prospective third party lenders or any of their employees, officers, directors, shareholders, agents, representatives or other affiliates violates applicable laws and regulations, including any data security rules and regulations of MasterCard or any other applicable payment network.

(e) Compliance with Policies and Privacy Laws . GreenSky, on behalf of itself and its agents, service providers, third party lenders, affiliates and employees (collectively, the “ GreenSky Parties ”) shall comply with all Home Depot policies regarding access, transmission, storage and use of Home Depot Confidential Information, Account Data, Accountholder Data and other proprietary information designated by Home Depot (“ Covered Information ”) and shall use commercially reasonable security measures, for its computer systems which safeguard against (1) the unauthorized destruction, loss, alteration of or access to Covered Information (whether such information is on GreenSky Parties’ systems or facilities, in transit or being disposed of); and (2) the services being provided to Home Depot hereunder

being affected or interrupted. Home Depot may, from time to time, notify GreenSky of additional, new or updated security requirements and GreenSky shall ensure that all GreenSky Parties comply with such security requirements within thirty (30) days of receipt of such notice. In the event GreenSky is not willing to make such security requirements, Home Depot may terminate this Agreement with thirty (30) days notice to GreenSky. No Covered Information shall be sold, assigned, leased to a third party or otherwise disposed of by GreenSky Parties. GreenSky shall ensure that the systems of GreenSky accessing or using Covered Information or containing Covered Information shall be logically separated from those systems supporting third parties. Further, GreenSky, on behalf of itself and the GreenSky Parties, further agree to comply with all federal, state and applicable international privacy and data security laws and regulations applicable to GreenSky (“ Privacy Laws ”) and all applicable Payment Card Industry Data Security (“ PCIDS ”) standards in the course of collecting, using, modifying, retrieving, disclosing, storing, anonymizating, deleting and/or managing Covered Information in connection with the Finance Program. For example, where applicable, GreenSky shall ensure that GreenSky and the GreenSky Parties shall implement and maintain appropriate security measures in accordance with 201 CMR 17.00: Standards for The Protection of Personal Information of Residents of the Commonwealth of Massachusetts.

(f) Security Incident Notification . If GreenSky believes of, or has reason to believe of, by inference due to circumstance, any (1) unauthorized destruction, loss, alteration of or access to Covered Information; or (2) any breach or potential breach of the safety and security procedures (a “ Security Incident ”), GreenSky shall (a) promptly notify Home Depot of such Security Incident pursuant to the notice provision set forth in Section 15, (b) promptly, in consultation with Home Depot, start an investigation of the Security Incident and take all appropriate actions to remediate the effects of the Security Incident and mitigate any risk that may arise from the Security Incident, (c) preserve all records and other evidence relating to the Security Incident, (d) provide Home Depot with a written report on outcome of its investigation including any risk to Covered Information, the corrective action GreenSky will take, or has taken, to respond to the Security Incident and such other information as Home Depot may reasonably request, and (e) provide Home Depot with assurance satisfactory to Home Depot that such Security Incident shall not recur. GreenSky shall comply with all applicable Privacy Laws in connection with notifying affected customers, including, but not limited to, Accountholders, concerning a Security Incident, and disclosures to appropriate governmental authorities regarding the Security Incident. Home Depot may also, at its option, disclose the occurrence of a Security Incident in connection with notice to Home Depot’s customers, potential customers, employees or governmental authorities and law enforcement agencies. GreenSky shall cooperate in good faith regarding the timing and manner of any notification to affected parties concerning a Security Incident, and disclosures to appropriate governmental authorities. GreenSky agrees to reimburse Home Depot for any losses incurred in connection with a Security Incident including, without limitation, the cost of reconstructing data and notifying and providing credit monitoring services to affected parties, except, to the extent that the Security Incident was the result of action or inaction, including negligence, by Home Depot.

(g) Remedies for Breach . GreenSky recognizes that serious injury could result to Home Depot and its business if GreenSky breaches its obligations under this Section 10. Accordingly, GreenSky agrees that Home Depot will be entitled to a restraining order, injunction or other equitable relief if GreenSky breaches the aforementioned obligations, in addition to any other remedies and damages that would be available at law or equity.

11. TERM AND TERMINATION .

(a) The term of this Agreement commenced on the Original Agreement Effective Date and shall extend through and including January 1, 2021 (the “ Initial Term ”). Home Depot may extend the

term of this Agreement upon mutually agreed upon terms by providing six (6) months prior written notice to GreenSky.

(b) Upon bankruptcy (whether voluntary or involuntary) or insolvency of either party, the other party shall have the right to terminate this Agreement immediately.

(c) Either party may terminate the Project Loan Product upon thirty (30) days notice to the other party if the Minimum Volume Goals set forth on Schedule 9(d) are not satisfied for the prior annual period.

(d) If either party shall fail to perform any material agreement, term, covenant or condition included in this Agreement or breach in any material respect any of its representations and warranties included in this Agreement and such failure or breach shall continue uncured to the other party’s satisfaction (as determined in such party’s commercially reasonable judgment) for a period of thirty (30) days after written notice thereof from the non-breaching party, then the non-breaching party may elect to terminate this Agreement.

(e) In the event that the requirements of Phase 1 or Phase 2 of the Roll Out, as set forth in Schedule 2(e) , are not met on the applicable dates and during such period specified on Schedule 2(e) , Home Depot may, at its election, terminate the Project Loan Product subject to the restrictions of Section 2(e). Notice of such termination, must be received within thirty (30) days after the expiration of the scheduled Roll Out Period for the applicable Phase (as specified on Schedule 2(e)) and Project Loan Product will be terminated thirty (30) days after receipt of such termination notice.

(f) Termination for Change in Law or GAAP .

(i) If either party, in its commercially reasonable judgment, determines that any change in law or Generally Accepted Accounting Principles (“ GAAP ”) would require the Finance Program assets to be placed on Home Depot’s books and records, such party shall provide reasonable prior written notice to the other party of its determination. The parties shall, in good faith, discuss whether such change would require the Finance Program assets to be placed on Home Depot’s books and records. If the parties determine that such change would require the Finance Program assets to be placed on Home Depot’s books and records, the parties shall, in good faith, develop and implement a course of action acceptable to both parties that would not have a material adverse effect on Home Depot’s sales, or the operation of either party’s business, or the Finance Program. In the event (a) the parties cannot (i) mutually agree upon whether the change in law or GAAP would require the Finance Program assets to be placed on Home Depot’s books and records, or (ii) agree upon a course of action acceptable to both parties that would not have a material adverse effect on Home Depot’s sales, the operation of the Home Depot business, or the Finance Program, and (b) if such change would require the Finance Program assets to be placed on Home Depot’s books or records, Home Depot shall have the right to terminate this Agreement prior to the effective date of such change.

(ii) In the event that any change in any applicable law makes the continued performance of this Agreement under the then current terms and conditions commercially impractical or illegal, the parties will use good faith efforts to modify the Finance Program and provisions of this Agreement to continue performance of this Agreement in a legal and commercially reasonable manner. If the parties are unable to reach agreement on the acceptable modifications to this Agreement within thirty (30) days, either party then may terminate this Agreement upon ninety (90) days advance written notice or sooner as may be required by applicable law. Such written notice shall include a detailed explanation and

evidence of the commercial impracticality or illegality imposed as a result of such change and the terminating party’s inability to continue with performance under the Agreement as then structured. Such termination shall be without liability, penalty or damages to the terminating party.

(g) Termination by Home Depot . Home Depot may terminate this Agreement:

(i) immediately pursuant to the terms set forth in Sections 3(e), 3(f), 7(c)(iii), 7(e), 8(d) or 10(e), 12(f)(ii), 12(g) or Schedule 5(g);

(ii) immediately in the event that Home Depot reasonably determines that the Finance Program involves the provision of an open-ended line of credit to Home Depot customers;

(iii) [*****]; or

(iv) immediately in the event Home Depot reasonably determines that its continued participation in the Finance Program with GreenSky will have a material adverse impact on its business or reputation; or

(h) Following termination of this Agreement, Home Depot shall cease using any and all materials supplied by GreenSky, shall cease using any and all intellectual property of GreenSky, including, without limitation, any GreenSky Marks, and shall immediately destroy any printed materials containing any GreenSky Marks. Termination of this Agreement shall not terminate, affect or impair any rights, obligations, or liabilities of either party which may accrue prior to such termination, nor shall termination otherwise impact the rights and responsibilities of the parties under this Agreement, which, either by their nature or as expressly stated herein, are continuing and would survive. In the event of termination, this Agreement shall continue to apply to any ongoing Goods and Services not yet completed by Home Depot, and to any loans and loan applications approved by GreenSky prior to any termination.

(i) In the event that the interest rate of five-year U.S. treasury notes (as published by Bloomberg) increases by more than [*****] points above such rate as of the Prior Agreement Effective Date, Home Depot and GreenSky will engage in good faith discussions and negotiations regarding possible modifications to the arrangements set forth in this Agreement. After such good faith discussions and negotiations, if Home Depot and GreenSky do not agree upon modifications and arrangements to this Agreement, Home Depot and GreenSky shall agree to terminate this Agreement.

12. RECORDS; REPORTS; QUARTERLY REVIEWS .

(a) Pursuant to applicable laws and regulations, not limited to financial privacy regulations, Home Depot and GreenSky shall each keep and maintain at its principal place of business appropriate books and records relating to its activities under this Agreement for a minimum of six (6) years after the expiration of the loans. Not later than sixty (60) days after the end of each fiscal year, GreenSky shall provide to Home Depot a copy of its consolidated financial statements in a format reasonably satisfactory to Home Depot, which shall allow Home Depot to review and verify the profitability of the portfolio of loans made pursuant to the Finance Program. In addition, GreenSky shall from time to time provide to Home Depot in a format requested by, and reasonably satisfactory to Home Depot, loan or underwriting documentation generated under the Finance Program and the complete list of third-party lenders that have been approved by GreenSky to provide financing under the Finance Program, including (without limitation) a breakdown of the total amount of financing committed by such third-party lenders. GreenSky shall immediately notify Home Depot upon the occurrence of any event affecting any of such

approved third-party lenders that are reasonably expected to have a material adverse effect on GreenSky’s ability to continue to underwrite loans under the Finance Program. In addition, from time to time, GreenSky shall (i) answer in reasonable detail any questionnaires or other written or oral communications relating to this Agreement from Home Depot or its outside auditors, attorneys or other designees, and (ii) at reasonable times and upon reasonable notice from Home Depot, shall make its books and records related to this Agreement available to Home Depot or its outside auditors, attorneys or other designees.

(b) Monthly/Quarterly Reports . GreenSky shall provide to Home Depot monthly and quarterly standardized reports in the format requested by Home Depot with respect to the preceding calendar month or quarter (in each case, for the applicable month or quarter and year-to-date, and to the extent available), including (without limitation):

(i) the aggregate number of Credit Applications processed, approved, declined and funded by 10-point FICO bands, including the average FICO score for approved Credit Applications, the average FICO score for declined Credit Applications (including reasons for the declines) and the APR distribution and term distribution;

(ii) the volume of customer inquiries at the Call Centers, including a breakdown of live calls and other correspondence, and the Call Center KPI as described in Sections 7(b) and 7(c) hereof;

(iii) a summary of customer complaints and disputes, including copies of specific complaints and responses thereto by GreenSky; and

(iv) any other account, performance or customer service data points or metrics as mutually agreed upon by the parties.

GreenSky’s monthly and quarterly reports shall be provided at no cost to Home Depot, in either paper or electronic format, not later than the fifth day following the end of the preceding calendar month or quarter.

(c) Weekly Reports . In addition to the monthly and quarterly reports, GreenSky shall provide to Home Depot weekly standardized reports that assign either an “Approved,” “Contracted” or “Funded” status to all applicants under the Finance Program, including a summary of (i) all customers who have been assigned the “Approved” status but not “Contracted” status more than twenty (20) days following the initial credit approval date and (ii) all customers who have been assigned the “Contracted” status but not “Funded” status more than seventy (70) days following the initial credit approval date.

For purposes of this Section 12(c), “ Approved ” shall mean that GreenSky has approved the Credit Application and has made an offer of credit under the Finance Program to the customer; “ Contracted ” shall mean that the customer has executed a Services Loan Agreement or Project Loan Agreement with the applicable lender under the Finance Program and a customer agreement with Home Depot with respect to the Services Product; and “ Funded ” shall mean that any Payment due with respect to a customer’s account has been made in full to Home Depot.

GreenSky’s weekly reports shall be provided at no cost to Home Depot, in either paper or electronic format, on the Monday of each calendar week (or, if such Monday is a legal holiday, on the immediately following Business Day) and shall contain, at a minimum: the customer’s name, phone number(s) and address, the date of the Credit Application, the date of the initial credit approval, the expiration date of the credit approval, the order number, an itemized description of the installation projects, including the dollar value

of such projects, the name of the third-party lender (or, if applicable, GreenSky) that has agreed to provide the credit for such customer, and (to the extent known) the name, phone number(s) and address of the Authorized Service Provider.

(d) Transition . To the extent that Sections 12(b) or 12(c) requires GreenSky to provide reports that GreenSky as of the Prior Agreement Effective Date does not provide, GreenSky shall have until end of the third full month following the Prior Agreement Effective Date to commence providing those reports.

(e) Quarterly Reviews . GreenSky and Home Depot shall each designate at least one representative (each a “ Representative ”) who shall jointly conduct quarterly reviews of the Finance Program, in order to (i) discuss the periodic reports provided by GreenSky, (ii) promptly evaluate and give reasonable consideration to any desired modifications to the Finance Program as may be proposed by GreenSky or Home Depot, (iii) share and discuss any opportunities, costs and other market intelligence obtained or developed by GreenSky or Home Depot for purposes of enhancing the Finance Program, (iv) discuss and resolve any disputes arising out of, relating to or in connection with this Agreement or Finance Program (in accordance with Section 18 below), and (v) address any other matters pertaining to this Agreement or the Finance Program.

(f) Benchmarking .

(i) The parties shall engage a reputable third-party provider reasonably acceptable to both parties to conduct a benchmarking study to assess the competitiveness of the Finance Program for each calendar year during the Term (commencing in 2012 for calendar year 2011 review purposes) based on factors as mutually agreed upon by the parties, including the applicable Rates and Terms and other factors of the Finance Program directly affecting customer costs and terms. The third-party provider commissioned with conducting such benchmarking study shall be selected by Home Depot and the costs and expenses of engaging such third-party provider shall be borne by Home Depot. The benchmarking study shall be commenced in January of the year following the applicable calendar year and shall be completed as soon as practical thereafter.

(ii) In the event another lender makes a bona fide offer to provide to Home Depot a program substantially similar to the Finance Program which is more favorable to Home Depot (a “ New Offer ”), as evidenced by the most recent benchmarking study completed pursuant to this Section 12(f), Home Depot may terminate this Agreement upon ninety (90) days written notice to GreenSky; provided , however , that the termination notice shall describe in reasonable detail the terms of such New Offer and GreenSky shall have thirty (30) days from receipt of such termination notice to match the terms of the New Offer by providing written notice of its intention to do so to Home Depot (the “ GreenSky Response Notice ”). In the event GreenSky provides a GreenSky Response Notice indicating its intention to match the terms of the New Offer, Home Depot and GreenSky shall have sixty (60) days to negotiate in good faith an amendment to this Agreement evidencing the new terms to the Finance Program. If at the end of such sixty (60) day period, the parties are unable to agree on definitive documentation evidencing the new terms to the Finance Program, this Agreement shall terminate, Home Depot shall be free to enter into a new agreement pursuant to the New Offer and the parties shall work in good faith to transition or phase out, as applicable, the Finance Program. In addition to the foregoing, GreenSky and Home Depot agree to work together in good faith to keep the Finance Program competitive with similar programs offered by other lenders.

(g) In addition to the audit rights described in Section 6(b)(ii) above, Home Depot shall have the right to cause, during normal business hours and upon no less than thirty (30) days written notice to GreenSky, a reputable independent third party auditor (which auditor shall not be currently engaged by either of the parties) to audit and review the financial statements of GreenSky once per year to ensure that GreenSky has sufficient resources and is sufficiently financially sound, as determined in Home Depot’s sole discretion, to continue operations as a going concern and to continue offering and servicing the Finance Program. If Home Depot, in its sole discretion, determines that GreenSky does not have sufficient resources or is not sufficiently financially sound to continue operations as a going concern or to continue offering and servicing the Finance Program, then Home Depot may immediately terminate this Agreement upon written notice to GreenSky.

13. INDEMNIFICATION . Home Depot and GreenSky shall each (in such capacity, “ Indemnitor ”) indemnify, hold harmless and defend the other party and its affiliates, officers, directors, and employees (in such capacity, “ Indemnitee ”) from and against any and all liabilities, obligations, losses, claims, damages, actions, suits, proceedings, investigations, demands, assessments, adjustments, settlement payments, costs and expenses (including reasonable attorneys’ fees and expenses), and deficiencies suffered, sustained, incurred or paid by the Indemnitee (collectively, “ Losses ”) in connection with, resulting from, relating to or arising out of any of the following: (a) any breach by the Indemnitor of any representation or warranty set forth in this Agreement; (b) any non-fulfillment or breach by the Indemnitor of any covenant or agreement set forth in this Agreement; (c) any acts or omissions of the Indemnitor and its subcontractors and agents in the performance of any obligations under this Agreement; and (d) gross negligence or willful misconduct of the Indemnitor or its subcontractors and agents in the performance of any obligations under this Agreement; and (e) subject to Sections 3(a)(viii), 3(a)(ix), 3(b)(vii) and 3(f), any breach by the Indemnitor or its subcontractors or agents of any applicable laws. Notwithstanding the foregoing, GreenSky shall indemnify hold harmless and defend Home Depot from and against any Losses suffered by Home Depot as a result of the Finance Program, except to the extent such Losses resulted from Home Depot’s gross negligence or willful misconduct. [*****] The Indemnitor shall promptly notify the Indemnitee in writing with respect to any claim, action, suit, proceeding or investigation, and shall promptly reimburse the Indemnitee for any Losses.

14. INSURANCE . Home Depot and GreenSky shall each maintain, at all times under this Agreement and for a period of three (3) years following termination thereof, at its own cost and expense, a comprehensive program of risk retention and insurance, which may include self-insurance and/or third-party coverage. Home Depot and GreenSky shall each give the other party thirty (30) days prior written notice of any material change in its risk retention or insurance program.

15. NOTICE . Any notice or report required under this Agreement shall be given in writing by personal delivery, by certified or registered U.S. mail, return receipt requested, or by overnight courier, or by facsimile, directed to the respective addresses and facsimile numbers provided below or to such other address or facsimile numbers as may be substituted by notice to the other party. All notices shall be effective upon receipt. No consent or approval of Home Depot as may be required under this Agreement shall be valid unless the same has been provided by the Credit Services Department of Home Depot.

If to GreenSky:

GreenSky, LLC

5565 Glenridge Connector, Suite 700

Atlanta, Georgia 30342

Attention: David Zalik, Chief Executive Officer

With a copy to:

GreenSky, LLC

5565 Glenridge Connector, Suite 700

Atlanta, Georgia 30342

Attention: Chief Legal Officer

If to Home Depot:

Home Depot U.S.A., Inc.

2455 Paces Ferry Road, NW

Atlanta, Georgia 30339

Attention: Scott Bomar, Treasurer and Vice President – Financial Services

Fax No.: (###) ###-####

With a copy to:

Home Depot U.S.A., Inc. – Legal Department

2455 Paces Ferry Road, NW, C-20

Atlanta, Georgia 30339

Attention: Vice President – Corporate Law

Fax No.: (###) ###-####

16. REPRESENTATIONS, WARRANTIES AND COVENANTS .

(a) Home Depot and GreenSky each represents and warrants to the other party that: (i) it has the right, power, and authority to enter into this Agreement and perform the acts required of it hereunder; (ii) its execution of this Agreement, and its performance of its obligations and duties hereunder, do not and shall not violate any material agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered by it, this Agreement shall constitute the legal, valid and binding obligation of it, enforceable against it in accordance with terms hereof (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and by general principles of equity); and (iv) it is duly registered and licensed with the appropriate federal and state agencies in any and all states where it performs services.

(b) Home Depot covenants to use its commercially reasonable efforts to ensure that: (i) each loan originated pursuant to this Finance Program will arise from a valid business transaction; (ii) it (including the Authorized Service Providers) shall perform all services in a workmanlike manner; (iii) the collection and receipt by Home Depot (and by the Authorized Service Providers) of any down payment for any project, including the down payment amount and percentage for such project, shall comply with all applicable laws of any jurisdiction in which Home Depot operates and/or performs services; (iv) the payment of any down payment, including the down payment amount and percentage, shall comply with all applicable laws, including state legal and regulatory requirements governing the payment of down payments for the Services and project; (v) with respect to any Services that are cancelled, incomplete or not provided and for which GreenSky has made payments to Home Depot, Home Depot shall, within thirty (30) days of receipt of notice from GreenSky with respect to such Services, either refund such payments in full or inform GreenSky of the status of the such Services and the proposed resolution of outstanding issues with respect thereto; (vi) it shall perform and otherwise comply with all of its obligations under its agreements with Authorized Service Providers and customer agreements (including honoring all

craftsmanship warranties issued by Home Depot applicable to the Services purchased by Accountholders under the Finance Program); and (vii) it (including the Authorized Service Providers) shall accurately disclose and not misrepresent the relationship between Home Depot and GreenSky, the Finance Program, the customer or the loan application and approval process, including whether the Goods and Services are complete.

(c) GreenSky further represents, warrants and covenants, as of the Prior Agreement Effective Date and at all times during the Term, that (i) the Finance Program is not an open-ended (as defined by the Truth in Lending Act) line of credit; (ii) the Finance Program shall be administered by GreenSky to ensure that Home Depot customers are provided with an installment loan and not an open-ended line of credit; (iii) the no interest, no payments and other terms set forth in Section 2(f), as offered by GreenSky, do not violate the terms of the Credit Card Accountability Responsibility and Disclosure Act of 2009 or other aspects of applicable law; (iv) the Finance Program does not require any governmental approval or license other than approvals or licenses obtained or held by GreenSky, and (v) GreenSky operates the Finance Program in compliance with the terms and requirements of such existing governmental approvals or licenses. In the event that any governmental authority claims that either GreenSky or Home Depot is required to have any additional material license or approval as a result of its participation in the Finance Program (or that either GreenSky or Home Depot has violated applicable law in a material respect in connection with the Finance Program), then, unless prohibited by applicable law or regulation, GreenSky shall promptly inform Home Depot of such event in writing; provided, that Home Depot hereby agrees to maintain the confidentiality of such information disclosed by GreenSky, subject to Home Depot’s compliance with applicable law or regulation and subject to its right to disclose such information to its professional advisors that agree to maintain the confidentiality of such information; provided, further, nothing shall restrict Home Depot from disclosing information which is (i) previously known to Home Depot, (ii) acquired by Home Depot from a third party which was not, to Home Depot’s knowledge, under an obligation to GreenSky not to disclose such information, or (iii) which is or becomes publicly available through no breach by Home Depot of this Agreement.

17. NO CONSEQUENTIAL DAMAGES . Subject to the provisions of Section 13 hereof, neither Home Depot nor GreenSky shall be liable to the other party, its affiliates, or their respective officers, directors, employees, successors, and permitted assigns, or any other party for indirect, special, punitive, incidental, exemplary, or consequential damages or losses (including loss of business or loss of profits), whether arising from negligence, breach of contract, tort, or statutory duty, or otherwise.

18. DISPUTE RESOLUTION; GOVERNING LAW . The parties agree to attempt to resolve any dispute in good faith on an informal basis. Upon written notice to the other party, Home Depot and GreenSky shall each authorize its respective Representative(s) to resolve the dispute. The Representatives shall meet as often as the parties reasonably deem necessary to discuss the dispute, provide information to each other and to informally resolve the dispute within thirty (30) calendar days of the date of written notice. Any dispute that is not resolved by such negotiation within thirty (30) days or in accordance with a mutually agreeable extension thereof shall be bought in a state or federal court in Atlanta, Georgia, and all parties consent to the venue and jurisdiction of the courts of Atlanta, Georgia. Without limiting the foregoing, the provisions of this Agreement shall be construed and enforced according to the laws of the State of Georgia without regard to its conflict of law principles.

19. greensky’S COMPLIANCE . GreenSky shall comply with all applicable federal and state laws and regulations relating to privacy and data security and to any applicable Payment Card Industry Data Security Standards and that it shall at all times maintain confidentiality and information security programs that are consistent with industry standards.

20. SURVIVAL . This Section and Sections 4, 5(c), 5(d), 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19 and 21, and any other provisions of this Agreement that contemplate performance of obligations subsequent to termination of this Agreement shall survive termination of this Agreement, and continue in full force and effect.

21. GENERAL PROVISIONS .

(a) Relationship of Parties . The parties agree that in performing their responsibilities pursuant to this Agreement, they are in the position of independent contractors. This Agreement is not intended to create, nor does it create, a partnership, joint venture or any association for profit between GreenSky and Home Depot.

(b) Assignment . This Agreement may not be assigned, in whole or in part, by either Home Depot or GreenSky, without the prior written consent of the other party; provided , however , that Home Depot may assign this Agreement, at its discretion, to any of its affiliates. The foregoing shall not prohibit (i) GreenSky from subcontracting with vendors to supply some of the services contemplated hereunder, and (ii) GreenSky from utilizing a third party financial institution for providing or originating the loans contemplated hereby or from purchasing loans originated hereunder, in each case subject to the terms hereof including the obligation to comply with the Collection Procedures specified on Schedule 7(b) . This Agreement shall be binding upon and shall inure to the benefit of the parties and their representatives and respective successors and permitted assigns.

(c) Waivers . No party shall be deemed to have waived any of its rights, powers or remedies hereunder unless that party approves such waiver in writing. Any delay, waiver, or omission by a party to exercise any right or power arising from any breach or default in any of the terms, provisions, or covenants of this Agreement shall not be construed to be a waiver by that party of any subsequent breach or default of the same or other terms, provisions or covenants.

(d) Entire Agreement; Amendments . This Agreement, including any and all attachments hereto, constitutes the entire agreement between the parties relating to the subject matter hereof, and all prior negotiations and understandings, whether oral or written, are superseded hereby. Without limiting the generality of the foregoing, by executing this Agreement, GreenSky and Home Depot expressly agree that the Prior Agreement is hereby superseded, amended and replaced in its entirety by this Agreement. No modification or amendment of this Agreement shall be effective unless and until set forth in writing and signed by the parties. Any future amendments shall continue to operate under this Agreement and its terms and conditions, unless explicitly stated otherwise. The Agreement shall be interpreted and construed without regard to any presumption or rule requiring interpretation against the party who caused this Agreement, or any portion thereof, to be drafted.

(e) Significance of Headings . Section headings contained herein are solely for the purpose of aiding in location of subject matter and shall not be construed to add to the meaning or interpretation of this Agreement.

(f) Facsimile Signatures . This Agreement may be delivered by facsimile. Any facsimile signatures shall have the same legal effect as manual signatures.

(g) Compliance with Laws . Subject to Sections 3(a)(viii), 3(a)(ix), 3(b)(vii) and 3(f), each party shall comply with all applicable laws and regulations in performing its obligations under this Agreement. Notwithstanding the foregoing, GreenSky acknowledges that it is primarily responsible for the

compliance of the Finance Program with applicable law and its shall undertake, at its own expense, such action as may be required to prevent the Finance Program from violating applicable law.

(h) Severability . If any provision of this Agreement or portion thereof is held invalid, illegal, void or unenforceable by reason of any rule of law, administrative or judicial provision or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect to the extent such remaining provisions accurately reflect the intent of the parties.

22. CERTAIN FEES . [*****]

(a) [*****]

(b) [*****]

( Signatures on following page )

IN WITNESS WHEREOF, the parties have caused this Second Amended and Restated GreenSky Installment Loan Program Agreement to be executed by their duly authorized representatives as of the date above first written.

HOME DEPOT U.S.A., INC.

By:	/s/ Scott Bomar

Name:

Scott Bomar

Title:

VP & Treasurer

GREENSKY, LLC

By:	/s/ Gerald R. Benjamin

Name:

Gerald R. Benjamin

Title:

Vice Chairman

Exhibit 10.18

PHOENIX BLACKSTONE CENTER LEASE

THIS PHOENIX BLACKSTONE CENTER LEASE (the “Lease”) is executed this 1 ^st day of October, 2013, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”), and GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Tenant”).

ARTICLE 1 - LEASE OF PREMISES

Section 1.01. Basic Lease Provisions and Definitions .

(a) Leased Premises (shown outlined on Exhibit A attached hereto): Suites 100, 120 and 250 within the building known and numbered as 1777/1797 Northeast Expressway NE, Atlanta Georgia 30329 (the “Building”), located within Phoenix Blackstone Center (the “Park”).

(b) Rentable Area: approximately 20,847 square feet (consisting of 10,196 square feet in Suite 100, 1,307 square feet in Suite 120, and 9,344 square feet in Suite 250). Tenant hereby acknowledges that all portions of the Premises are not contiguous.

(d) Minimum Annual Rent:

	Commencement Date - April 30, 2014		$420,275.52
	May 1, 2014 - April 30, 2015		$432,883.79
	May 1, 2015 - April 30, 2016		$445,870.30
	May 1, 2016 - April 30, 2017		$459,246.41
	May 1, 2017 - April 30, 2018		$473,023.80

(e) Monthly Rental Installments:

	Commencement Date - April 30, 2014		$35,022.96
	May 1, 2014 - April 30, 2015		$36,073.65
	May 1, 2015 - April 30, 2016		$37,155.86
	May 1, 2016 - April 30, 2017		$38,270.53
	May 1, 2017 - April 30, 2018		$39,418.65

(f) Intentionally omitted.

(g) Commencement Date: The date of Landlord’s delivery of the entirety of the Leased Premises to Tenant with the Tenant Improvements (as defined in Exhibit “B-1”) substantially complete.

(h) Lease Term: For the period of time commencing on the Commencement Date and continuing through April 30, 2018.

(i) Security Deposit: None

(j) Broker(s): None.

(k) Permitted Use: General office and related uses, and for no other use or purpose whatsoever.

(l) Address for notices and payments are as follows:

	To Landlord:	Phoenix Blackstone LLC c/o Wiedmayer + Co 1797 Northeast Expressway NE Management Office Atlanta, Georgia 30329 Attn: Asset Manager

	with copy to:	Arnall Golden Gregory LLP 171 17 ^th Street NW Suite 2100 Atlanta, Georgia 30363-1031 Attention: Brian R. Smith, Esq.

	To Tenant:	Greensky Trade Credit, LLC 1797 Northeast Expressway NE, Suite 100 Atlanta, Georgia 30329

(m) Guarantor(s): None

EXHIBITS

Exhibit A - Leased Premises Outline Plan

Exhibit B - Tenant Improvements

Exhibit B-1 - Scope of Work

Exhibit C - Letter of Understanding

Exhibit D - Intentionally Omitted

Exhibit E - Rules and Regulations

Section 1.02. Lease of Premises . Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Leased Premises, under the terms and conditions herein, together with a non-exclusive right, in common with others, to use the following (collectively, the “Common Areas”): the areas of the Building and the underlying land and improvements thereto that are designed for use in common by all tenants of the Building and their respective employees, agents, customers, invitees and others.

ARTICLE 2 - TERM AND POSSESSION

Section 2.01. Term . The Commencement Date and Lease Term shall be as set forth in Sections 1.01(q) and 1.01(h) above.

Section 2.02. Construction of Tenant Improvements . Landlord shall construct and install all leasehold improvements to the Leased Premises (collectively, the “Tenant Improvements”) in accordance with Exhibit B attached hereto and made a part hereof.

Section 2.03. Surrender of the Premises . Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the Leased Premises to Landlord in broom-clean condition and in good order, condition and repair, (b) remove from the Leased Premises (i) Tenant’s Property (as defined in Section 8.01 below), (ii) all data and communications wiring and cabling (including above ceiling, below raised floors and behind walls), and (iii) any alterations required to be removed pursuant to Section 7.03 below, and (c) repair any damage caused by any such removal and restore the Leased Premises to the condition existing upon the Commencement Date, reasonable wear and tear excepted. All of Tenant’s Property that is not removed within ten (10) days following Landlord’s written demand therefor shall be conclusively deemed to have been abandoned and Landlord shall be entitled to dispose of such property at Tenant’s cost without incurring any liability to Tenant. This Section 2.03 shall survive the expiration or any earlier termination of this Lease.

Section 2.04. Holding Over . If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall be a tenant at sufferance at one hundred fifty percent (150%) of the Monthly Rental Installments and Annual Rental Adjustment (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month-to-month tenancy. In the event a month-to-month tenancy is created by operation of law, or by written agreement of the parties, either party shall have the right to terminate such month-to-month tenancy upon thirty (30) days’ prior written notice to the other, whether or not said notice is given on the rent paying date. This Section 2.04 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord’s remedies in such event.

ARTICLE 3 - RENT

Section 3.01. Minimum Annual Rent . Tenant shall pay to Landlord the Minimum Annual Rent in the Monthly Rental Installments in advance, without demand, abatement, deduction or offset, on the Commencement Date and on or before the first day of each and every calendar month thereafter during the Lease Term. The Monthly Rental Installments for partial calendar months shall be prorated. Tenant shall be responsible for delivering the Monthly Rental Installments to the payment address set forth in Section 1.01(d) above in accordance with this Section 3.01 .

Section 3.02. Annual Rental Adjustment Definitions .

Landlord and Tenant hereby acknowledge and agree that this Lease is a so-called “gross lease” and, except as expressly provided herein to the contrary, all recurring amounts payable to Landlord hereunder are included in the Minimum Annual Rent set forth in Section 1.1(1) above.

Section 3.03. Payment of Additional Rent .

(a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder, except as set forth herein to the contrary. Any failure on the part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for non-payment of Minimum Annual Rent.

Section 3.04. Late Charges . Tenant acknowledges that Landlord shall incur certain additional unanticipated administrative and legal costs and expenses if Tenant fails to pay timely any payment required hereunder. Therefore, in addition to the other remedies available to Landlord hereunder, if any payment required to be paid by Tenant to Landlord hereunder shall become overdue, such unpaid amount shall bear interest from the due date thereof to the date of payment at the lesser of the prime rate of interest, as reported in the Wall Street Journal (the “Prime Rate”) plus four percent (4%) per annum and the maximum legal rate of interest.

ARTICLE 4 - SECURITY DEPOSIT

Intentionally omitted.

ARTICLE 5 - OCCUPANCY AND USE

Section 5.01. Use . Tenant shall use the Leased Premises for the Permitted Use and for no other purpose without the prior written consent of Landlord.

Section 5.02. Covenants of Tenant Regarding Use .

(a) Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner, (ii) comply with all covenants that encumber the Building and all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation, those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of Landlord, including without limitation the Building Rules and Regulations attached hereto as Exhibit E and made a part hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant.

(b) Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them. Landlord shall not be responsible to Tenant for the non-performance by any other tenant or occupant of the Building of any of Landlord’s directions, rules and regulations, but agrees that any enforcement thereof shall be done uniformly. Tenant shall not overload the floors of the Leased Premises. All damage to the floor structure or foundation of the Building due to improper positioning or storage of items or materials shall be repaired by Landlord at the sole expense of Tenant, who shall reimburse

Landlord immediately therefor upon demand. Tenant shall not use the Leased Premises, nor allow the Leased Premises to be used, for any purpose or in any manner that would (i) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate of premiums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged.

Section 5.03. Landlord’s Rights Regarding Use . Without limiting any of Landlord’s rights specified elsewhere in this Lease (a) Landlord shall have the right at any time, without notice to Tenant, to control, change or otherwise alter the Common Areas in such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors and any mortgagee of the Building shall have the right to enter any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency where no notice shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm Tenant’s compliance with this Lease), showing the same to prospective purchasers, mortgagees or tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an actual or constructive eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor.

ARTICLE 6 - UTILITIES

Tenant shall obtain in its own name and pay directly to the appropriate supplier the cost of all utilities and services serving the Leased Premises. However, if any services or utilities are jointly metered with other property, Landlord shall make a reasonable determination of Tenant’s proportionate share of the cost of such utilities and services (at rates that would have been payable if such utilities and services had been directly billed by the utilities or services providers) and Tenant shall pay such share to Landlord within fifteen (15) days after receipt of Landlord’s written statement. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other Building service and no such failure or interruption shall entitle Tenant to terminate this Lease or withhold sums due hereunder or constitute an actual or constructive eviction of Tenant.

ARTICLE 7 - REPAIRS, MAINTENANCE AND ALTERATIONS

Section 7.01. Repair and Maintenance of Building . Landlord shall make all necessary repairs, replacements and maintenance to the roof, sprinkler systems, exterior walls, foundation, structural frame of the Building and the parking and landscaped areas and other Common Areas; provided however, to the extent any such repairs, replacements or maintenance are required because of the negligence, misuse or Default of Tenant, its employees, agents, contractors, customers or invitees, Landlord shall make such repairs at Tenant’s sole expense.

Section 7.02. Repair and Maintenance of Leased Premises . Tenant shall, at its own cost and expense, maintain the Leased Premises in good condition, regularly servicing and promptly making all repairs and replacements thereto, including but not limited to the electrical systems, heating and air conditioning systems, plate glass, floors, windows and doors, dock-doors, levelers, trash compactors, and plumbing systems. Tenant shall obtain and maintain in effect

throughout the Lease Term a preventive maintenance contract on the heating, ventilating and air-conditioning systems and provide Landlord with a copy thereof. The preventive maintenance contract shall meet or exceed Landlord’s standard maintenance criteria, and shall provide for the inspection and maintenance of the heating, ventilating and air conditioning system on at least a semi-annual basis.

Section 7.03. Alterations . Tenant shall not permit material alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, with respect to any specialty alterations (such as private bathrooms, raised computer floors, mezzanines, built-in filing systems and other non-standard office installations) Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord, and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Tenant agrees that at Landlord’s option, Landlord or a subsidiary or affiliate of Landlord, who shall receive a fee as Landlord’s construction manager or general contractor, shall perform or cause to be performed all work on any structural or building-system alterations to the Leased Premises.

ARTICLE 8 - INDEMNITY AND INSURANCE

Section 8.01. Release . All of Tenant’s trade fixtures, merchandise, inventory and all other personal property in or about the Leased Premises, the Building or the Common Areas, which is deemed to include the trade fixtures, merchandise, inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation, direction or acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as “Tenant’s Property”), shall be and remain at Tenant’s sole risk. Landlord shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a) any and all liability for theft or damage to Tenant’s Property which was not caused by Landlord’s negligence or willful misconduct, and (b) any and all liability for any injury to Tenant or its employees, agents, contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal injury caused directly by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.01 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.01 , the provisions of Section 8.06 shall prevail. This Section 8.01 shall survive the expiration or earlier termination of this Lease.

Section 8.02. Indemnification by Tenant . Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all

claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including without limitation reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent (a) arising out of or relating to any act, omission, gross negligence, or willful misconduct of Tenant or Tenant’s agents, employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant’s Property, or (c) arising out of any other act or occurrence within the Leased Premises, in all such cases except to the extent of personal injury (but not property loss or damage) caused directly by the negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.02 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.02 , the provisions of Section 8.06 shall prevail. This Section 8.02 shall survive the expiration or earlier termination of this Lease.

Section 8.03. Indemnification by Landlord . Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including without limitation reasonable attorneys’ fees and expenses at the trial and appellate levels) to the extent arising out of or relating to any act, omission, gross negligence or willful misconduct of Landlord or Landlord’s agents, employees or contractors. Nothing contained in this Section 8.03 shall limit (or be deemed to limit) the waivers contained in Section 8.06 below. In the event of any conflict between the provisions of Section 8.06 below and this Section 8.03 , the provisions of Section 8.06 shall prevail. This Section 8.03 shall survive the expiration or earlier termination of this Lease.

Section 8.04. Tenant’s Insurance . Tenant shall purchase, at its own expense, and keep in force at all times during the Lease Term the policies of insurance set forth below (collectively, “Tenant’s Policies”). All Tenant’s Policies shall (a) be issued by an insurance company with a Best’s rating of A or better and otherwise reasonably acceptable to Landlord and shall be licensed to do business in the state in which the Leased Premises is located; (b) provide for deductible amounts that are reasonably acceptable to Landlord (and its lender, if applicable); and (c) otherwise be in such form, and include such coverages, as Landlord may reasonably require. The Tenant’s Policies described in (i) and (ii) below shall (1) provide coverage on an occurrence basis; (2) name Landlord (and its lender, if applicable) as additional insured; (3) provide coverage, to the extent insurable, for the indemnity obligations of Tenant under this Lease; (4) contain a separation of insured parties provision; (5) be primary, not contributing with, and not in excess of, coverage that Landlord may carry; and (6) provide coverage with no exclusion for a pollution incident arising from a hostile fire. All Tenant’s Policies (or, at Landlord’s option, Certificates of Insurance and applicable endorsements, including, without limitation, an “Additional Insured-Managers or Landlords of Premises” endorsement) shall be delivered to Landlord prior to the Commencement Date and renewals thereof shall be delivered to Landlord’s notice addresses at least 30 days prior to the applicable expiration date of each Tenant’s Policy. In the event that Tenant fails, at any time or from time to time, to comply with the requirements of the preceding sentence, Landlord may order such insurance and charge the cost thereof to Tenant, which amount shall be payable by Tenant to Landlord upon demand, as Additional Rent. Tenant shall give prompt notice to Landlord and Agent of any bodily injury, death, personal injury, advertising injury or property damage occurring in and about the Property.

Tenant shall purchase and maintain, throughout the Term, a Tenant’s Policy(ies) of: (i) commercial general or excess liability insurance, including personal injury and property damage, in the amount of not less than $2,000,000.00 per; (ii) comprehensive automobile liability insurance covering Tenant against any personal injuries or deaths of persons and property damage based upon or arising out of the ownership, use, occupancy or maintenance of a motor vehicle at the Premises and all areas appurtenant thereto in the amount of not less than $1,000,000, combined single limit; (iii) commercial property insurance covering Tenant’s Property (at its full replacement cost); (iv) workers’ compensation insurance per the applicable state statutes covering all employees of Tenant; (v) business interruption insurance with limits not less than an amount equal to one (1) year’s rent due hereunder; and if Tenant handles, stores or utilizes Hazardous Substances in its business operations, (vi) pollution legal liability insurance.

Section 8.05. Landlord’s Insurance . During the Lease Term, Landlord shall maintain the following types of insurance, in the amounts specified below (the cost of which shall be included in Operating Expenses):

(a) a commercial property insurance policy covering the Building (at its full replacement cost), but excluding Tenant’s personal property; (b) commercial general public liability insurance covering Landlord for claims arising out of liability for bodily injury, death, personal injury, advertising injury and property damage occurring in and about the Park and/or Building and otherwise resulting from any acts or omissions of Landlord, its agents and employees; (c) rent loss insurance; and (d) any other insurance coverage deemed appropriate by Landlord or required by Landlord’s lender. All of the coverages described in (a) through (d) shall be determined from time to time by Landlord, and in amounts reasonably consistent with other similar properties in the area of the Building. All insurance maintained by Landlord shall be in addition to and not in lieu of the insurance required to be maintained by the Tenant.

Section 8.06. Waiver of Subrogation . Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby waive any rights each may have against the other on account of any loss of or damage to their respective property, the Leased Premises, its contents, or other portions of the Building or Common Areas arising from any risk which is required to be insured against by Sections 8.04(a)(ii) and 8.05(b) above. The special form coverage insurance policies maintained by Landlord and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance company against Landlord and Tenant, as applicable.

ARTICLE 9 - CASUALTY

In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord’s obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements to the condition existing prior to Tenant’s occupancy of the applicable portion of the Leased Premises. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days from the casualty date; or (b)

destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days’ written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph.

ARTICLE 10 - EMINENT DOMAIN

If all or any substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages if such amount is not subtracted from Landlord’s award.

ARTICLE 11 - ASSIGNMENT AND SUBLEASE

Section 11.01. Assignment and Sublease .

(a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord’s prior written consent. In the event of any assignment or subletting, Tenant shall remain primarily liable hereunder, and any renewal, extension, expansion, rights of first offer, rights of first refusal or other rights or options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’s consent to any subsequent assignment or sublease.

(b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord’s opinion (i) the Leased Premises are or may be in any way materially and adversely affected so as to reduce the value thereof; (ii) the business reputation of the proposed assignee or subtenant is reasonably unacceptable and will materially and adversely diminish the value of the Building; (iii) the financial worth of the proposed assignee or subtenant is reasonably insufficient to meet the obligations hereunder, or (iv) the prospective assignee or subtenant is a current tenant at the Park or is a bona-fide third-party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building.

(c) If Tenant shall make any assignment or sublease, with Landlord’s consent, for a rental in excess of the rent payable under this Lease, following Tenant’s recoupment of its reasonable and actual costs associated therewith (such as commissions, legal fees and build-out

costs) Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt. Tenant agrees to pay Landlord $750.00 upon demand by Landlord for reasonable accounting and attorneys’ fees incurred in conjunction with the processing and documentation of any requested assignment, subletting or any other hypothecation of this Lease or Tenant’s interest in and to the Leased Premises as a condition to Landlord processing Tenant’s request.

Section 11.02. Permitted Transfer . Notwithstanding anything to the contrary contained in Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the date hereof and provided further that such successor entity assumes all of the obligations and liabilities of Tenant (any such entity hereinafter referred to as a “Permitted Transferee”). For the purpose of this Article 11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.02 shall be deemed an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 11.01 above.

ARTICLE 12 - TRANSFERS BY LANDLORD

Section 12.01. Sale of the Building . Landlord shall have the right to sell the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability hereunder after the date of such conveyance.

Section 12.02. Estoppel Certificate . Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request certifying (a) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (b) the date to which rent has been paid, (c) that there are not, to Tenant’s knowledge, any uncured Defaults or specifying such Defaults if any are claimed, and (d) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building.

Section 12.03. Subordination . Landlord shall have the right to subordinate this Lease to any mortgage, deed to secure debt, ground lease, deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto (collectively, a “Mortgage”) presently existing or hereafter encumbering the Building by so declaring in such Mortgage. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease.

ARTICLE 13 - DEFAULT AND REMEDY

Section 13.01. Default . The occurrence of any of the following shall be a “Default”:

(a) Tenant fails to pay any Monthly Rental Installments or Additional Rent within five (5) days following Landlord’s written notice to Tenant that same is past-due; provided, however, in no event shall Landlord be required to give the foregoing notice on more than two (2) occasions in any twelve (12) month period.

(b) Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of fifteen (15) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant’s Default is such that more than fifteen (15) days are reasonably required to cure, then Tenant shall have such additional time to cure such Default as is reasonably necessary under the circumstances in question, provided that Tenant commences such curative efforts as soon as is reasonably practical within said initial fifteen (15) day period and thereafter diligently completes the required action within a reasonable time (not to exceed ninety (90) additional days).

(c) Tenant shall vacate or abandon the Leased Premises, or fail to occupy the Leased Premises or any substantial portion thereof for a period of thirty (30) days, as evidenced by Tenant’s failure to pay Rent or Tenant’s failure to perform its repair and maintenance obligations required herein.

(d) Tenant shall assign or sublet all or a portion of the Leased Premises in contravention of the provisions of Article 11 of this Lease.

(e) All or substantially all of Tenant’s assets in the Leased Premises or Tenant’s interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty (30) days thereafter; or, dissolution or other termination of Tenant’s corporate charter if Tenant is a corporation.

In addition to the Defaults described above, the parties agree that if Tenant receives written notice of a violation of the performance of the same term or condition of this Lease three (3) or

more times during any twelve (12) month period, regardless of whether such violations are ultimately cured, then such conduct shall, at Landlord’s option, represent a separate Default.

Section 13.02. Remedies . Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition to those stated elsewhere in this Lease and those allowed by law or in equity, any one or more of which may be exercised without further notice to Tenant:

(a) Landlord may re-enter the Leased Premises and cure any Default of Tenant, and Tenant shall reimburse Landlord as Additional Rent for any costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord’s action.

(b) Without terminating this Lease, Landlord may terminate Tenant’s right to possession of the Leased Premises, and thereafter, neither Tenant nor any person claiming under or through Tenant shall be entitled to possession of the Leased Premises, and Tenant shall immediately surrender the Leased Premises to Landlord, and Landlord may re-enter the Leased Premises and dispossess Tenant and any other occupants of the Leased Premises by any lawful means and may remove their effects, without prejudice to any other remedy that Landlord may have. Upon termination of possession, Landlord may (i) re-let all or any part thereof for a term different from that which would otherwise have constituted the balance of the Lease Term and for rent and on terms and conditions different from those contained herein, and if a deficiency exists between the Rent payable herein and the rent payable pursuant to the relating, Tenant shall be immediately obligated to pay to Landlord an amount equal to the present value (discounted at the Prime Rate) of the difference between the rent provided for herein and that provided for in any lease covering a subsequent re-letting of the Leased Premises, for the period which would otherwise have constituted the balance of the Lease Term (the “Accelerated Rent Difference”), or (ii) without re-letting, declare to be immediately due and payable the difference between the present value (discounted at the Prime Rate) of all rent which would have been due under this Lease for the balance of the Lease Term to be immediately due and payable as liquidated damages (the “Accelerated Rent”) and the fair market rental value of the Premises for the same period of time (the “Fair Market Rental”), as determined by an appraiser selected by Landlord, based upon recently completed comparable lease transactions in the Building, the Park and the leasing submarket (the Alpharetta submarket) in which Premises is located (such difference being referred to as the “Accelerated Fair Market Difference”). Upon termination of possession, Tenant shall be obligated to pay to Landlord (A) the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable, (B) all loss or damage that Landlord may sustain by reason of Tenant’s Default (“Default Damages”), which shall include, without limitation, expenses of preparing the Leased Premises for re-letting, demolition, repairs, tenant finish improvements, brokers’ commissions and attorneys’ fees, and (C) all unpaid Minimum Annual Rent and Additional Rent that accrued prior to the date of termination of possession, plus any interest and late fees due hereunder (the “Prior Obligations”).

(c) Landlord may terminate this Lease and declare the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable, to be immediately due and payable, whereupon Tenant shall be obligated to pay to Landlord (i) the Accelerated Rent Difference or the Accelerated Fair Market Difference, whichever is applicable, (ii) all of

Landlord’s Default Damages, and (iii) all Prior Obligations. It is expressly agreed and understood that all of Tenant’s liabilities and obligations set forth in this subsection (c) shall survive termination.

(d) Landlord and Tenant acknowledge and agree that the payment of the Accelerated Rent Difference or the Accelerated Fair Market Difference as set above shall not be deemed a penalty or forfeiture, but merely shall constitute payment of liquidated damages, it being understood that actual damages to Landlord are extremely difficult, if not impossible, to ascertain. Neither the filing of a dispossessory proceeding nor an eviction of personalty in the Leased Premises shall be deemed to terminate the Lease.

(e) Landlord may sue for injunctive relief or to recover damages for any loss resulting from the Default.

Section 13.03. Landlord’s Default and Tenant’s Remedies . Landlord shall be in default if it fails to perform any term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Tenant to Landlord; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is such that it cannot reasonably be performed within thirty (30) days, such default shall be deemed to have been cured if Landlord commences such performance within said thirty-day period and thereafter diligently undertakes to complete the same. Upon the occurrence of any such default, Tenant may sue for injunctive relief or to recover damages for any loss directly resulting from the breach, but Tenant shall not be entitled to terminate this Lease or withhold, offset or abate any sums due hereunder.

Section 13.04. Limitation of Landlord’s Liability . IF LANDLORD SHALL FAIL TO PERFORM ANY TERM, CONDITION, COVENANT OR OBLIGATION REQUIRED TO BE PERFORMED BY IT UNDER THIS LEASE AND IF TENANT SHALL, AS A CONSEQUENCE THEREOF, RECOVER A MONEY JUDGMENT AGAINST LANDLORD, TENANT AGREES THAT IT SHALL LOOK SOLELY TO LANDLORD’S RIGHT, TITLE AND INTEREST IN AND TO THE BUILDING (AND THE RENTS AND PROCEEDS DERIVED THEREFROM), NOR OF ANY OWNER, PARTNER, MEMBER OR MANAGER IN OR OF LANDLORD, FOR THE COLLECTION OF SUCH JUDGMENT; AND TENANT FURTHER AGREES THAT NO OTHER ASSETS OF LANDLORD SHALL BE SUBJECT TO LEVY, EXECUTION OR OTHER PROCESS FOR THE SATISFACTION OF TENANT’S JUDGMENT.

Section 13.05. Nonwaiver of Defaults . Neither party’s failure or delay in exercising any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord’s receipt of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant’s check or any letter accompanying Tenant’s check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

Section 13.06. Attorneys’ Fees . If either party defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and the non-defaulting party obtains a judgment against the defaulting party, then the defaulting party agrees to reimburse the non-defaulting party for reasonable attorneys’ fees incurred in connection therewith. In addition, if a monetary Default shall occur and Landlord engages outside counsel to exercise its remedies hereunder, and then Tenant cures such monetary Default, Tenant shall pay to Landlord, on demand, all expenses incurred by Landlord as a result thereof, including reasonable attorneys’ fees, court costs and expenses.

ARTICLE 14 - LANDLORD’S RIGHT TO RELOCATE TENANT

Intentionally omitted.

ARTICLE 15 - TENANT’S RESPONSIBILITY REGARDING
ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES

Section 15.01. Environmental Definitions .

(a) “Environmental Laws” shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or entity now or hereafter having jurisdiction over the Leased Premises.

(b) “Hazardous Substances” shall mean those substances included within the definitions of “hazardous substances,” “hazardous materials,” “toxic substances” “solid waste” or “infectious waste” under Environmental Laws and petroleum products.

Section 15.02. Restrictions on Tenant . Tenant shall not cause or permit the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on, under or about the Leased Premises, or the transportation to or from the Leased Premises of any Hazardous Substances, except as necessary and appropriate for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry.

Section 15.03. Notices, Affidavits, Etc . Tenant shall immediately (a) notify Landlord of (i) any actual or alleged violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of any Environmental Laws on, under or about the Leased Premises, or (ii) the presence or suspected presence of any Hazardous Substances on, under or about the Leased Premises, and (b) deliver to Landlord any notice received by Tenant relating to (a)(i) and (a)(ii) above from any source. Tenant shall execute affidavits, representations and the like within five (5) days of Landlord’s request therefor concerning Tenant’s best knowledge and belief regarding the presence of any Hazardous Substances on, under or about the Leased Premises.

Section 15.04. Tenant’s Indemnification . Tenant shall indemnify Landlord and Landlord’s managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including without limitation reasonable attorneys’ fees, costs of testing and

remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Article 15 . The covenants and obligations under this Article 15 shall survive the expiration or earlier termination of this Lease.

Section 15.05. Existing Conditions . Notwithstanding anything contained in this Article 15 to the contrary, Tenant shall not have any liability to Landlord under this Article 15 resulting from any conditions existing, or events occurring, or any Hazardous Substances existing or generated, at, in, on, under or in connection with the Leased Premises prior to the Commencement Date of this Lease (or any earlier access or occupancy of the Leased Premises by, through, or under Tenant, including without limitation access for construction purposes) except to the extent Tenant exacerbates the same.

ARTICLE 16 - MISCELLANEOUS

Section 16.01. Benefit of Landlord and Tenant . This Lease shall inure to the benefit of and be binding upon Landlord and Tenant and their respective successors and assigns.

Section 16.02. Governing Law . This Lease shall be governed in accordance with the laws of the State where the Building is located.

Section 16.03. Force Majeure . Landlord and Tenant (except with respect to the payment of any monetary obligation) shall be excused for the period of any delay in the performance of any non-monetary obligation hereunder when such delay is occasioned by causes beyond its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or political bodies.

Section 16.04. Examination of Lease . Submission of this instrument by Landlord to Tenant for examination or signature does not constitute an offer by Landlord to lease the Leased Premises. This Lease shall become effective, if at all, only upon the execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes an offer to lease the Leased Premises on the terms contained herein.

Section 16.05. Indemnification for Leasing Commissions . The parties hereby represent and warrant that the only real estate brokers involved in the negotiation and execution of this Lease are the Brokers and that no other party is entitled, as a result of the actions of the respective party, to a commission or other fee resulting from the execution of this Lease. Each party shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any compensation to any other broker or person who may be entitled thereto. Landlord shall pay any commissions due Brokers based on this Lease pursuant to separate agreements between Landlord and Brokers.

Section 16.06. Notices . Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to the party who is to receive such notice at the address specified in Section 1.01(1) . If sent by overnight courier, the notice shall be deemed to have been given one (1) day after sending. If mailed postage prepaid, the notice shall be

deemed to have been given on the date that is three (3) business days following mailing. Either party may change its address by giving written notice thereof to the other party.

Section 16.07. Partial Invalidity; Complete Agreement . If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. No change or addition shall be made to this Lease except by a written agreement executed by Landlord and Tenant.

Section 16.08. Financial Information . Intentionally omitted.

Section 16.09. Waiver of Jury Trial . THE LANDLORD AND THE TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY TO THIS LEASE WITH RESPECT TO THIS LEASE, THE LEASED PREMISES, OR ANY OTHER MATTER RELATED TO THIS LEASE OR THE LEASED PREMISES.

Section 16.10. Representations and Warranties .

(a) Tenant hereby represents and warrants that (i) Tenant is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Tenant is authorized to do business in the State where the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Tenant has been properly authorized to do so, and such execution and delivery shall bind Tenant to its terms.

(b) Landlord hereby represents and warrants that (i) Landlord is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has been properly authorized to do so, and such execution and delivery shall bind Landlord to its terms.

Section 16.11. Signage . Tenant may, at its own expense, erect a sign concerning the business of Tenant that shall be in keeping with the decor and other signs on the Building and in the Park. All signage (including the signage described in the preceding sentence) in or about the Leased Premises shall be first approved by Landlord and shall be in compliance with the any codes and recorded restrictions applicable to the sign or the Building. The location, size and style of all signs shall be approved by Landlord. Tenant agrees to maintain any sign in good state of repair, and upon expiration of the Lease Term, Tenant agrees to promptly remove such signs and repair any damage to the Leased Premises.

Section 16.12. Parking . Tenant shall be entitled to the non-exclusive use of the parking spaces designated for the Building by Landlord. Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and, in such event, to allocate parking spaces between Tenant

and other tenants. There will be no assigned parking unless Landlord, in its sole discretion, deems such assigned parking advisable. No vehicle may be repaired or serviced in the parking area and any vehicle brought into the parking area by Tenant, or any of Tenant’s employees, contractors or invitees, and deemed abandoned by Landlord will be towed and all costs thereof shall be borne by the Tenant. All driveways, ingress and egress, and all parking spaces are for the joint use of all tenants. There shall be no parking permitted on any of the streets or roadways located within the Park. In addition, Tenant agrees that its employees will not park in the spaces designated visitor parking.

Section 16.13. Time . Time is of the essence of each term and provision of this Lease.

Section 16.14. Consent . Where the consent of a party is required, such consent will not be unreasonably withheld.

Section 16.15. Usufruct . Tenant’s interest in the Leased Premises is a usufruct, not subject to levy and sale, and not assignable by Tenant except as expressly set forth herein.

Section 16.16. Prior Lease . Notwithstanding anything contained herein to the contrary, Landlord and Tenant hereby acknowledge and agree that prior to the Commencement Date of this Lease, Tenant’s predecessor-in-interest is occupying the Suite 100 portion of the Leased Premises pursuant to that certain Office Lease Agreement dated June 18, 2007, as amended by that certain First Amendment dated March 30, 2011 (collectively, the “Prior Lease”). Tenant hereunder is succeeding to the interest of Tenant’s predecessor in interest. Landlord and Tenant agree that through the date immediately prior to the Commencement Date of this Lease, the Prior Lease shall control. As of the occurrence of the Commencement Date, this Lease shall control and the Prior Lease shall be null and void and of no further force and effect.

(SIGNATURES CONTAINED ON FOLLOWING PAGE)

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

		LANDLORD :

		PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By:	Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

	By:	/s/ Ryan N. Wiedmayer
		Ryan N. Wiedmayer

[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

	TENANT:

	GREENSKY TRADE CREDIT, LLC, a Georgia limit liability company

	By: /s/ Gary A. Meyer

	Name: Gary A. Meyer

	Title: CFO

[CORPORATE SEAL]

FIRST AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This First Amendment to Phoenix Blackstone Center Lease (this “Amendment”) is made as of this 1 ^st day of September, 2014, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013 (the “Lease”) pursuant to which Tenant leased certain premises consisting of approximately 20,847 square feet located on the first (1 ^st ) and second (2 ^nd ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Amendment to, among other things, expand the Original Premises as more particularly set forth herein.

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

1. Definitions . Any capitalized terms used, but not defined, in this Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Amendment, the terms and provisions of this Amendment shall control in all events.

2. Expansion of Premises . Effective as of Landlord’s completion of Landlord’s Work related to the following premises (the “Expansion Premises Commencement Date”), the Original Premises shall be expanded so as to include: (i) the approximately 1,603 Rentable Square Feet commonly known as Suite 215 located in the building at 1777 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-1” attached hereto and, by this reference, made a part hereof; and (ii) the approximately 8,602 Rentable Square Feet located in the building at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-2” attached hereto and, by this reference, made a part hereof (collectively, the “Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Expansion Premises Commencement Date, the Rentable Square Feet of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 31,052 Rentable Square Feet.

3. Expansion Term . The term for the Expansion Premises shall commence on the Expansion Premises Commencement Date and run coterminously with the Lease Term for the Original Premises, expiring on April 30, 2018 (the “Expansion Premises Expiration Date”). The period from the Expansion Premises Commencement

Date to the Expansion Premises Expiration Date shall be known as the “Expansion Term”.

4. Fixed Minimum Rent for the Leased Premises . Through the day immediately prior to the Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Expansion Premises Commencement Date, and continuing through the Lease Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months	Minimum Annual Rent	Monthly Rental Installments
Expansion Premises Commencement Date — April 30, 2015	$644,788.56	$53,732.38
May 1, 2015 — April 30, 2016	$664,132.20	$55,344.35
May 1, 2016 — April 30, 2017	$684,056.16	$57,004.68
May 1, 2017 — April 30, 2018	$704,577.84	$58,714.82

5. Tenant Improvements . Landlord, at Landlord’s expense, shall construct and install all leasehold improvements to the Expansion Premises (the “Tenant Improvements”) in accordance with the Work Letter attached hereto as Exhibit “B” and, by this reference, made a part hereof. Tenant shall have no obligation with respect to construction or installation of the Tenant Improvements.

Tenant shall have the right, from and after the date Tenant Improvements have been completed and Tenant has accepted possession of the Expansion Premises, at its sole cost and expense, to perform electrical fixturing, non-structural and non-mechanical fixturing and other similar work in and to the Expansion Premises and furnish materials to the Expansion Premises as may be necessary or desirable for the operation of Tenant’s business therein.

6. Tenant’s Proportionate Share . Upon the Expansion Premises Commencement Date, Tenant’s Proportionate Share as defined in Section 1.01(c) of the Lease shall be 24.67%, calculated as 31,052 Rentable Square Feet of the Premises divided by 125,880 Rentable Square Feet of the Buildings.

7. Miscellaneous .

7.1 Entire Agreement . The Lease, as modified by this Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements,

understandings, letters of intent and proposals are merged into this Amendment. Except as otherwise expressly provided herein, neither this Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Amendment, is hereby ratified and confirmed by Landlord and Tenant.

7.2 No Recording . Neither this Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

7.3 Governing Law . This Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

7.4 Construction of Agreement . In construing this Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Amendment by reference thereto.

7.5 Indemnification for Leasing Commissions . Tenant hereby represents and warrants that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker”), for Landlord, it has not dealt with any real estate broker in the negotiation and execution of this Amendment and that no party is entitled, as a result of the actions of Tenant, to a commission or other fee resulting from the execution of this Amendment. Tenant shall indemnify Landlord from any and all liability for the breach of this representation and shall pay any compensation to any other broker or person who may be entitled thereto. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Amendment.

7.6 Partial Invalidity . The provisions of this Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

7.7 Counterparts; Facsimile . This Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Amendment. A fully executed facsimile copy of this Amendment shall be effective as an original.

[ Signatures to follow ]

IN WITNESS WHEREOF, the parties executed this Amendment as of the 1 ^st day of September, 2014.

LANDLORD :	PHOENIX BLACKSTONE, LLC,
	a Georgia limited liability company

	By:	By: Wiedmayer + Co., LLC
		a Georgia limited liability company, its Manager

/s/ Mark Dellarath [sic]	By: /s/ Ryan N. Wiedmayer
Witness	Name: Ryan N. Wiedmayer
	Its: Manager
/s/ Sheila Atioski [sic]
Witness

TENANT :	GREENSKY TRADE CREDIT, LLC , a Georgia limited liability company

/s/ Mark Dellarath [sic]	By: /s/ Jacob Crowe
Witness	Name: Jacob Crowe
	Title: Treasurer
/s/ Sheila Atioski [sic]
Witness

SECOND AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This Second Amendment to Phoenix Blackstone Center Lease (this “Second Amendment”) is made as of this 2 day of June 2015, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY TRADE CREDIT, LLC, a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014 (hereinafter, collectively, the “Lease”) pursuant to which Tenant leases certain premises consisting of approximately 31,052 square feet (as previously expanded) located on the first (1 ^st ) and second (2 ^nd ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Second Amendment to, among other things, further expand the Original Premises as more particularly set forth herein;

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Second Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

8. Definitions . Any capitalized terms used, but not defined, in this Second Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Second Amendment, the terms and provisions of this Second Amendment shall control in all events.

9. Expansion of Leased Premises . Effective as of December 31, 2014 (the “Target Commencement Date”), the Original Premises shall be expanded so as to include: (i) the approximately 1,001 Rentable Square Feet commonly known as Suite 112 located on the first (1st) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-1” attached hereto and, by this reference, made a part hereof; and (ii) the approximately 22,827 Rentable Square Feet located on the third (3rd) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A-2” attached hereto and, by this reference, made a part hereof (collectively, the “Second Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Second Expansion Premises Commencement Date, the Rentable Area of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 54,880 Rentable Square Feet.

10. Expansion Premises Term . The term for the Second Expansion Premises shall run co-terminously with the Lease Term for the Original Premises, as extended hereby (the “Second Expansion Premises Expiration Date”). The period from the

Second Expansion Premises Commencement Date to the Second Expansion Premises Expiration Date shall be known as the “Expansion Term”.

11. Fixed Minimum Rent for the Leased Premises . Through the day immediately prior to the Second Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Second Expansion Premises Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months		Annual Rent	Monthly Installments	P.S.F.
1/1/15	4/30/15	$1,128,353.80	$94,029.48	$20.56
5/1/16	4/30/16	$1,162,207.62	$96,850.64	$21.18
5/1/17	4/30/17	$1,197,072.16	$99,756.01	$21.81
5/1/18	4/30/18	$1,232,985.47	$102,748.79	$22.47

12. Tenant Improvements . Other than as expressly set forth in the Work Letter attached hereto as Exhibit “B”, Landlord shall not be required to construct any improvements to the Second Expansion Premises and Tenant shall accept same in its AS-IS, WHERE-IS condition.

13. INTENTIONALLY OMITTED.

14. Miscellaneous .

14.1 Entire Agreement . The Lease, as modified by this Second Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Second Amendment. Except as otherwise expressly provided herein, neither this Second Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Second Amendment, is hereby ratified and confirmed by Landlord and Tenant.

14.2 No Recording . Neither this Second Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

14.3 Governing Law . This Second Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

14.4 Construction of Agreement . In construing this Second Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Second Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Second Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Second Amendment by reference thereto.

14.5 Indemnification for Leasing Commissions . Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker), for Landlord, neither has dealt with any real estate broker in the negotiation and execution of this Second Amendment and that no other party is entitled, as a result of the actions of the party making such representation, to a commission or other fee resulting from the execution of this Second Amendment. Each party shall indemnify the other from any and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Second Amendment.

14.6 Partial Invalidity . The provisions of this Second Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

14.7 Counterparts; Facsimile . This Second Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Second Amendment. A fully executed facsimile copy of this Second Amendment shall be effective as an original.

[Signatures to follow]

IN WITNESS WHEREOF, the parties executed this Second Amendment as of the 2 ^nd day of June, 2015.

LANDLORD :	PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By:	By: Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

[Illegible]	By: /s/ Ryan N. Wiedmayer
Witness	Name: Ryan N. Wiedmayer
	Its: Manager

Witness

TENANT :	GREENSKY TRADE CREDIT, LLC , a Georgia limited liability company

[Illegible]	By: /s/ Robert G. Partlow
Witness	Name: Robert G. Partlow
	Title: CFO

Witness

THIRD AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This Third Amendment to Phoenix Blackstone Center Lease (this “Third Amendment”) is made as of this 8 ^th day of November, 2016, by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY, LLC, a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014, and as further modified by that certain Second Amendment to Phoenix Blackstone Center Lease dated June 2, 2015 (hereinafter, collectively, the “Lease”) pursuant to which Tenant leases certain premises consisting of approximately 49,413 square feet (as previously expanded) located on the first (1 ^st ), second (2 ^nd ) and third (3 ^rd ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Third Amendment to, among other things, further expand the Original Premises as more particularly set forth herein;

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Third Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

15. Definitions . Any capitalized terms used, but not defined, in this Third Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Third Amendment, the terms and provisions of this Third Amendment shall control in all events.

16. Expansion of Leased Premises . Effective as of the date of “Substantial Completion” of the “Tenant Improvements” (both as hereinafter defined) (the “Third Expansion Premises Commencement Date”), which is estimated to occur on or about February 1, 2017 (the “Target Commencement Date”), the Original Premises shall be expanded so as to include the approximately 21,287 Rentable Square Feet commonly known as Suite 400 located on the fourth (4th) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A” attached hereto and, by this reference, made a part hereof (the “Third Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Third Expansion Premises Commencement Date, the Rentable Area of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 70,700 Rentable Square Feet.

17. Expansion Premises Term . The term for the Third Expansion Premises shall run co-terminously with the Lease Term for the Original Premises, as extended

hereby (the “Third Expansion Premises Expiration Date”). The period from the Third Expansion Premises Commencement Date to the Third Expansion Premises Expiration Date shall be known as the “Expansion Term”.

18. Extension of Term . The Term for the Leased Premises, as expanded hereby, shall be extended for a period of time so as to cause the Term to expire on April 30, 2023 the (“Extended Term”). During the Extended Term, all terms and conditions set forth in the Lease shall apply, except as expressly modified by this Third Amendment.

4. Fixed Minimum Rent for the Leased Premises . Through the day immediately prior to the Third Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Third Expansion Premises Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months	Minimum Annual Rent	Monthly Rental Installments
Third Expansion Premises Commencement Date - April 30, 2017	$1,521,555.00	$126,796.25
May 1, 2017 —April 30, 2018	$1,567,201.65	$130,600.14
May 1, 2018 —April 30, 2019	$1,614,217.70	$134,518.14
May 1, 2019 —April 30, 2020	$1,662,644.23	$138,553.69
May 1, 2020 — April 30, 2021	$1,712,523.56	$142,710.30
May 1, 2021 —April 30, 2022	$1,763,899.26	$146,991.61
May 1, 2022 —April 30, 2023	$1,816,816.24	$151,401.35

19. Tenant Improvements . Other than as expressly set forth in the Work Letter attached hereto as Exhibit “B” , Landlord shall not be required to construct any improvements to the Third Expansion Premises and Tenant shall accept same in its AS-IS, WHERE-IS condition.

20. INTENTIONALLY OMITTED.

21. Miscellaneous .

21.1 Entire Agreement . The Lease, as modified by this Third Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Third Amendment.

Except as otherwise expressly provided herein, neither this Third Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Third Amendment, is hereby ratified and confirmed by Landlord and Tenant.

21.2 No Recording . Neither this Third Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

21.3 Governing Law . This Third Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

21.4 Construction of Agreement . In construing this Third Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Third Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Third Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Third Amendment by reference thereto.

21.5 Indemnification for Leasing Commissions . Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker”), for Landlord, neither has dealt with any real estate broker in the negotiation and execution of this Third Amendment and that no other party is entitled, as a result of the actions of the party making such representation, to a commission or other fee resulting from the execution of this Third Amendment. Each party shall indemnify the other from any and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Third Amendment.

21.6 Partial Invalidity . The provisions of this Third Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

21.7 Counterparts; Facsimile . This Third Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Third Amendment. A fully executed facsimile copy of this Third Amendment shall be effective as an original.

[Signatures to follow]

IN WITNESS WHEREOF, the parties executed this Third Amendment as of the 10 ^th day of November 2016.

LANDLORD :	PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By:	By: Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

	By: /s/ Ryan N. Wiedmayer
	Name: Ryan N. Wiedmayer

	Its: Managing Member of Wiedmayer & Co.

	Date: 11/10/2016

TENANT :	GREENSKY, LLC , a Georgia limited liability company

	By: /s/ Robert Partlow

	Name: Robert Partlow

	Title: CFO

	Date: 11/10/16

FOURTH AMENDMENT TO PHOENIX BLACKSTONE CENTER LEASE

This Fourth Amendment to Phoenix Blackstone Center Lease (this “Fourth Amendment”) is made as of this date 1/8/2018 (the “Effective Date”), by and between PHOENIX BLACKSTONE, LLC, a Georgia limited liability company (“Landlord”) and GREENSKY, LLC (F/K/A GREENSKY TRADE CREDIT, LLC), a Georgia limited liability company (“Tenant”).

RECITALS

WHEREAS , Landlord and Tenant are parties to that certain Phoenix Blackstone Center Lease dated as of October 1, 2013, as modified by that certain First Amendment to Phoenix Blackstone Center Lease dated September 1, 2014, as modified by that certain Second Amendment to Phoenix Blackstone Center Lease dated June 2, 2015, and as further modified by that certain Third Amendment to Phoenix Blackstone Center Lease dated November 18, 2016 (the “Third Amendment”) (hereinafter, collectively, the “Lease”) pursuant to which Tenant leases certain premises consisting of approximately 70,700 Rentable Square Feet (as previously expanded) located on the first (1 ^st ), second (2 ^nd ), third (3 ^rd ) and fourth (4 ^th ) floors of the building located at 1777/1797 Northeast Expressway NE, Atlanta, Georgia 30329 (the “Building”), which premises are more particularly described in the Lease (the “Original Premises”); and

WHEREAS , Landlord and Tenant desire to enter into this Fourth Amendment to, among other things, further expand the Original Premises as more particularly set forth herein;

NOW, THEREFORE , in consideration of the foregoing recitals, which by this reference are hereby incorporated into the body of this Fourth Amendment, the mutual promises set forth below, and other good and valuable consideration, the receipt, sufficiency and fairness of which are hereby acknowledged, Landlord and Tenant, intending to be legally bound, agree as follows:

1. Definitions. Any capitalized terms used, but not defined, in this Fourth Amendment shall be deemed to have the meanings respectively ascribed to those terms in the Lease. In the event of any conflict between the terms and provisions of the Lease and those of this Fourth Amendment, the terms and provisions of this Fourth Amendment shall control in all events.

2. Expansion of Leased Premises . Effective as of the date of “Substantial Completion” of the “Tenant Improvements” (both as hereinafter defined) (the “Fourth Expansion Premises Commencement Date”), which is estimated to occur on or about February 1, 2018 (the “Target Commencement Date”), the Original Premises shall be expanded so as to include: (i) the approximately 10,950 Rentable Square Feet commonly known as Suite 250 located on the second (2 ^nd ) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329 and shown on Exhibit “A” attached hereto and by this reference, made a part hereof; and (ii) the approximately 785 Rentable Square Feet commonly known as the UPS area located on the first (1 ^st ) floor of the building located at 1797 Northeast Expressway NE, Atlanta, Georgia 30329

and shown on Exhibit “A” (collectively, the “Fourth Expansion Premises”, which shall be known together with the Original Premises as the “Leased Premises”) in the Building so that, upon the Fourth Expansion Premises Commencement Date, the Rentable Area of the Leased Premises shall, for all purposes under the Lease, be conclusively deemed to be 82,435 Rentable Square Feet.

3. Expansion Premises Term. The term for the Fourth Expansion Premises shall run co-terminously with the Lease Term for the Original Premises and expire upon April 30, 2023.

4. Minimum Annual Rent for the Leased Premises . Through the day immediately prior to the Fourth Expansion Premises Commencement Date, Tenant shall continue to pay all Minimum Annual Rent and Monthly Rental Installments for the Leased Premises as set forth in the Lease as unamended hereby. Notwithstanding anything contained in the Lease to the contrary, as of the Fourth Expansion Premises Commencement Date, and continuing through the Lease Term and the Extended Term, the Minimum Annual Rent and the Monthly Rental Installments for the Leased Premises (as expanded hereby) due and payable by Tenant to Landlord under the Lease shall be calculated as follows:

Months	Minimum Annual		Monthly Rental
	Rent		Installments
Fourth Expansion Premises Commencement Date - April 30, 2018	$	1,827,328.44	$	152,277.37
May 1, 2018 – April 30, 2019	$	1,881,991.08	$	156,832.59
May 1, 2019 – April 30, 2020	$	1,938,871.20	$	161,572.60
May 1, 2020 – April 30, 2021	$	1,996,575.72	$	166,381.31
May 1, 2021 – April 30, 2022	$	2,056,753.20	$	171,396.10
May 1, 2022 – April 30, 2023	$	2,118,579.48	$	176,548.29

5. Tenant Improvements . Other than as expressly set forth in this Section 5 and the Work Letter attached hereto as Exhibit “B” , Landlord shall not be required to construct any improvements to the Fourth Expansion Premises and Tenant shall accept same in its AS-IS, WHERE-IS condition.

Landlord shall, at Landlord’s cost and expense (not to exceed $40,000.00 in total), remodel the restrooms located on the first (1 ^st ) and (2 ^nd ) floors of the Building.

Landlord shall, at Landlord’s cost and expense (not to exceed $60,000.00 in total), remodel the lobby area located on the (2 ^nd ) floor of the Building.

Promptly following the Fourth Expansion Premises Commencement Date, Tenant shall, at Tenant’s cost and expenses, remodel the lobby area serving the first (1 ^st ) floor of the Building using Building-standard materials designated by Landlord. Tenant shall obtain all necessary licenses, permits and approvals which are necessary in connection with such remodel work. Such remodel shall be performed in a good and workmanlike manner and in accordance with all of the terms and conditions of the

Lease. The plans and specifications prepared by Tenant for such remodel shall be subject to Landlord’s prior review and approval.

In connection with Tenant’s construction of any of the improvements to be constructed by Tenant in connection with this Fourth Amendment, Tenant shall have the right to select a general contractor of its choosing or to utilize Landlord’s recommended general contractor.

Landlord and Tenant hereby acknowledge and agree that, as of the Effective Date, Tenant has One Hundred Ninety-Nine Thousand Nineteen and 00/100 Dollars ($199,019.00) of unused Allowance remaining pursuant to the Third Amendment (the “Third Amendment Allowance”). Tenant shall be permitted to use the Third Amendment Allowance toward any of the improvements to be constructed by Tenant pursuant to this Fourth Amendment.

6. Generator.

6.1 Tenant shall, at Tenant’s sole cost and expense, be permitted to operate and use the existing electrical generator located at the Building (“Emergency Generator”).

6.2 Tenant shall have a non-exclusive right of ingress and egress seven (7) days a week, twenty-four (24) hours a day, over common uses of the property and in and through the Building to and from the Premises for the purpose of installation, operation and maintenance of Tenant’s Emergency Generator. Tenant agrees to notify Landlord prior to operating the Emergency Generator. Tenant shall endeavor to perform any tests or maintenance to the Emergency Generator outside of the Building’s normal business hours to minimize disruption to the tenants of the Building. Tenant shall insure, repair and maintain the Emergency Generator at Tenant’s sole cost and expense. Tenant shall indemnify and hold Landlord harmless for any claims or damages related to the Emergency Generator arising from and after the Effective Date. Neither Landlord nor Tenant shall have any obligation to replace the Emergency Generator should replacement become necessary.

7. Miscellaneous .

7.1 Entire Agreement . The Lease, as modified by this Fourth Amendment, constitutes the entire understanding between the parties with respect to the transaction contemplated herein, and all prior or contemporaneous oral agreements, understandings, representations and statements, and all prior written agreements, understandings, letters of intent and proposals are merged into this Fourth Amendment. Except as otherwise expressly provided herein, neither this Fourth Amendment nor any provisions hereof may be waived, modified, amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. The Lease, as modified by this Fourth Amendment, is hereby ratified and confirmed by Landlord and Tenant.

7.2 No Recording . Neither this Fourth Amendment nor any memorandum thereof shall be recorded and the act of recording by Tenant shall be deemed a default by Tenant hereunder.

7.3 Governing Law . This Fourth Amendment shall be governed by and construed in accordance with the laws of the state in which the Building is located.

7.4 Construction of Agreement . In construing this Fourth Amendment, all headings and titles are for the convenience of the parties only and shall not be considered a part of this Fourth Amendment. Whenever required by the context, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Fourth Amendment shall not be construed as if prepared by one of the parties, but rather according to its fair meaning as a whole, as if both parties had prepared it. All (if any) Exhibits attached hereto are incorporated in this Fourth Amendment by reference thereto.

7.5 Indemnification for Leasing Commissions . Landlord and Tenant hereby represent and warrant to each other that, other than Wiedmayer Brokerage, LLC (“Landlord’s Broker”), for Landlord, neither has dealt with any real estate broker in the negotiation and execution of this Fourth Amendment and that no other party is entitled, as a result of the actions of the party making such representation, to a commission or other fee resulting from the execution of this Fourth Amendment. Each party shall indemnify the other from any and all liability for the breach of such party’s representation. Landlord shall be responsible for paying any brokerage commissions owed to Landlord’s Broker related to the execution of this Fourth Amendment.

7.6 Partial Invalidity . The provisions of this Fourth Amendment shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any one provision shall not affect the validity of enforceability of any other provision hereof.

7.7 Counterparts; Facsimile . This Fourth Amendment may be executed in multiple counterparts and shall be valid and binding with the same force and effect as if all parties had executed the same Fourth Amendment. A fully executed facsimile copy of this Fourth Amendment shall be effective as an original.

[Signatures to follow]

IN WITNESS WHEREOF, the parties executed this Fourth Amendment as of the date 1/8/2018 .

LANDLORD:	PHOENIX BLACKSTONE, LLC, a Georgia limited liability company

	By: By: Wiedmayer + Co., LLC a Georgia limited liability company, its Manager

	By:	/s/ Ryan Wiedmayer

	Name: Ryan N. Wiedmayer

	Its: Authorized Agent, Property Manager


		Date:	1/8/2018

TENANT:	GREENSKY, LLC, a Georgia limited liability company

	By:	/s/ Robert Partlow

	Name: Robert Partlow

	Title: CFO


		Date:	1/8/2018

Exhibit 10.22(a)

INCENTIVE STOCK OPTION AGREEMENT
PURSUANT TO THE
GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

* * * * *

Participant: __________________________

Grant Date: __________________________

Per Share Exercise Price: $_______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

* * * * *

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “ Company ”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “ Plan ”), which is administered by the Committee; and

WHEREAS , it has been determined under the Plan that it would be in the best interests of the Company to grant the Incentive Stock Option provided for herein to the Participant.

NOW, THEREFORE , in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Option . The Company hereby grants to the Participant, as of the Grant Date specified above, an Incentive Stock Option (this “ Option ”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of Shares specified above (the “ Option Shares ”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the

Company for any reason. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

3. Tax Matters . The Option granted hereunder is intended to qualify as an “incentive stock option” under Section 422 of the Code. Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among other events, (a) if the Participant disposes of the Option Shares at any time during the two-year period following the date of this Agreement or the one-year period following the date of exercise of the Option pursuant to which such Option Shares were acquired; (b) except in the event of the Participant’s death or Disability, if the Participant is not employed by the Company, a Parent Corporation or a Subsidiary Corporation at all times during the period beginning on the date of this Agreement and ending on the day that is three months before the date of any exercise of the Option; or (c) to the extent that the aggregate fair market value of the Shares subject to “incentive stock options” held by the Participant which become exercisable for the first time in any calendar year (under all plans of the Company, a Parent or a Subsidiary Corporation) exceeds $100,000. For purposes of clause (c) above, the “fair market value” of the Shares shall be determined as of the Grant Date. To the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option and shall constitute a separate non-qualified stock option. In the event that the Participant disposes of the Option Shares within either two (2) years following the Grant Date or one year following the date of exercise of the Option, the Participant must deliver to the Company, within seven (7) days following such disposition, a written notice specifying the date on which such Shares were disposed of, the number of Shares so disposed, and, if such disposition was by a sale or exchange, the amount of consideration received.

4. Vesting and Exercise .

(a) Vesting . Subject to the provisions of Sections 4(b) to 4(d) hereof, the Option shall vest and become exercisable as of the date(s) set forth below, provided the Participant has not incurred a Termination of Service prior to such vesting date [and the performance criteria applicable to the Option Shares that are eligible to vest and became exercisable on such date, set forth in Exhibit A attached to this Agreement, are satisfied] :

Vesting Date	Number of Option Shares

[Date]	[ ]

[Date]	[ ]

[Date]	[ ]

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued employment or service with the Company or any of its Subsidiaries on each applicable vesting date [and satisfaction of the applicable performance criteria] . Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.

(b) Committee Discretion . Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option [and/or waive the satisfaction of any applicable performance criteria] at any time and for any reason.

(c) Expiration . Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the Expiration Date specified above.

(d) Treatment of Unvested Options upon Termination of Service . Subject to this Section 4 , any portion of the Option that is not vested as of the date of the Participant’s Termination of Service [and is not eligible to vest after the Participant’s Termination of Service] for any reason shall terminate and expire as of the date of such Termination of Service.

5. Termination of Service . Subject to the terms of the Plan and this Agreement, the Option, to the extent vested, shall remain exercisable as follows:

(a) Termination of Service due to Death or Disability . In the event of the Participant’s Termination of Service by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination of Service [or, if later , ninety (90) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , and (ii) the expiration of the stated term of the Option pursuant to Section 4(c) hereof; provided , however , that in the case of a Termination of Service due to Disability, if the Participant dies within such one year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant’s estate or the recipient of the unexercised Option by will or by the laws of descent and distribution, to the extent exercisable, for a period of one year from the date of death [or, if later , ninety (90) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , but in no event beyond the expiration of the stated term of the Option pursuant to Section 4(c) hereof.

(b) Involuntary Termination of Service Without Cause . In the event of the Participant’s involuntary Termination of Service by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination of Service [or, if later , ninety (90) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , and (ii) the expiration of the stated term of the Option pursuant to Section 4(c) hereof.

(c) Voluntary Resignation . In the event of the Participant’s voluntary Termination of Service (other than a voluntary Termination of Service described in Section 5(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination of Service [or, if later , thirty (30) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , and (ii) the expiration of the stated term of the Option pursuant to Section 4(c) hereof.

Termination of Service for Cause, the Participant’s entire Option (whether or not vested) shall terminate and expire upon such Termination of Service. Additionally, during the first sixty (60) days after the Participant’s Termination of Service for any reason other than Cause, the Company shall have the right to re-characterize such Termination of Service as a Termination of Service for Cause; upon such re-characterization, the entire outstanding Option (whether or not vested) will be forfeited.

6. Method of Exercise and Payment . Subject to Section 9 hereof, to the extent that the Option has become vested and exercisable with respect to a number of Shares as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 5.9 , 6.2 and 6.5 of the Plan.

7. Non-Transferability . The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

8. Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

9. Withholding of Tax . The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and other obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other Applicable Law with respect to the Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any required withholding obligation with regard to the Participant may be satisfied as set forth in Section 19.1 of the Plan (if permitted by the Committee) by reducing the amount of cash or Shares otherwise deliverable upon exercise of the Option.

10. Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

11. Notices . Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

12. No Right to Employment or Service . Any questions as to whether and when there has been a Termination of Service and the cause of such Termination of Service shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without cause.

13. Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

14. Compliance with Laws . The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.

15. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

16. Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 7 hereof) any part of this Agreement without the prior express written consent of the Company.

17. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

20. Severability . The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

21. Acquired Rights . The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	GREENSKY, INC.

	By:

	Name:

	Title:

	PARTICIPANT

	Name:

Exhibit 10.22(b)

NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

Participant: __________________________

Grant Date: __________________________

Per Share Exercise Price: $ _______________

Number of Shares subject to this Option: _______________

Expiration Date: ________________________

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “ Company ”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “ Plan ”), which is administered by the Committee; and

WHEREAS , it has been determined under the Plan that it would be in the best interests of the Company to grant the Non-Qualified Stock Option provided herein to the Participant.

1. Incorporation By Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Except as provided otherwise herein, any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2. Grant of Option . The Company hereby grants to the Participant, as of the Grant Date specified above, a Non-Qualified Stock Option (this “ Option ”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the “ Option Shares ”). Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any Shares covered by the Option unless and until the Participant

has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

3. Vesting and Exercise .

(a) Vesting . Subject to the provisions of Sections 3(b) to 3(d) hereof, the Option shall vest and become exercisable as of the date(s) set forth below, provided the Participant has not incurred a Termination of Service prior to such vesting date [and the performance criteria applicable to the Option Shares that are eligible to vest and become exercisable on such vesting date, set forth in Exhibit A attached to this Agreement, are satisfied] :

Vesting Date	Number of Option Shares

[Date]	[ ]

[Date]	[ ]

[Date]	[ ]

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued employment or service with the Company or any of its Affiliates on each applicable vesting date [and satisfaction of the applicable performance criteria] . Upon expiration of the Option, the Option shall be cancelled and no longer exercisable.

(b) Committee Discretion . In addition to the foregoing, the Committee may, in its sole discretion, accelerate vesting of the Option [and/or waive the satisfaction of any applicable performance criteria] at any time and for any reason.

(d) Treatment of Unvested Options upon Termination of Service . Subject to this Section 3 , any portion of the Option that is not vested as of the date of the Participant’s Termination of Service [and that is not eligible to vest after the Participant’s Termination of Service] for any reason shall terminate and expire as of the date of such Termination of Service.

4. Exercise Following Termination of Service . Subject to the terms of the Plan and this Agreement, the Option, to the extent vested, shall remain exercisable as follows:

(a) Termination of Service Due to Death or Disability . In the event of the Participant’s Termination of Service by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one year from the date of such Termination of Service [or, if later , ninety (90) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] and (ii) the expiration of the stated

term of the Option pursuant to Section 3(c) hereof; provided , however , that in the case of a Termination of Service due to Disability, if the Participant dies within such one-year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant’s estate or the recipient of the unexercised Option by will or by the laws of descent and distribution, to the extent exercisable, for a period of one year from the date of death [or, if later , ninety (90) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , but in no event beyond the expiration of the stated term of the Option pursuant to Section 3(c) hereof.

(b) Termination Without Cause . In the event of the Participant’s involuntary Termination of Service by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination of Service [or, if later , ninety (90) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof.

(c) Voluntary Resignation . In the event of the Participant’s voluntary Termination of Service (other than a voluntary Termination of Service described in Section 4(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination of Service [or, if later , thirty (30) days from the date the Option became vested and exercisable with respect to the applicable Option Shares] , and (ii) the expiration of the stated term of the Option pursuant to Section 3(c ) hereof.

(d) Termination of Service for Cause . In the event of the Participant’s Termination of Service for Cause or in the event of the Participant’s voluntary Termination of Service (as provided in Section 4(c) hereof) after an event that would be grounds for a Termination of Service for Cause, the Participant’s entire Option (whether or not vested) shall terminate and expire upon such Termination of Service. Additionally, during the first sixty (60) days after the Participant’s Termination of Service for any reason other than Cause, the Company shall have the right to re-characterize such Termination of Service as a Termination of Service for Cause; upon such re-characterization, the entire outstanding Option (whether or not vested) will be forfeited.

5. Method of Exercise and Payment . Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with respect to a number of Shares as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 5.9 , 6.2 and 6.5 of the Plan.

6. Non-Transferability . The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned, pledged, encumbered or otherwise disposed of or hypothecated in any way by the Participant (or any beneficiary(ies) of the Participant who holds the Option as a result of a transfer by will or by the laws of descent and distribution), other than by testamentary disposition by the Participant or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit the Option to be transferred to a Permitted Transferee for no value, provided that such transfer shall only be valid upon execution of a

written instrument in form and substance acceptable to the Committee in its sole discretion evidencing such transfer and the transferee’s acceptance thereof signed by the Participant and the transferee, and provided, further, that the Option may not be subsequently transferred other than by will or by the laws of descent and distribution or to another Permitted Transferee (as permitted by the Committee in its sole discretion) in accordance with the terms of the Plan and this Agreement, and shall remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7. Governing Law . All questions concerning the construction, validity and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.

8. Withholding of Tax . The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and other obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other Applicable Law with respect to the Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any required withholding obligation with regard to the Participant may be satisfied as set forth in Section 19.1 of the Plan (if permitted by the Committee) by reducing the amount of cash or Shares otherwise deliverable upon exercise of the Option.

9. Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

10. Notices . Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

11. No Right to Employment or Service . Any questions as to whether and when there has been a Termination of Service and the cause of such Termination of Service shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

12. Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

13. Compliance with Laws . The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.

14. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

15. Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

16. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

17. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

18. Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

19. Severability . The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

20. Acquired Rights . The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the

Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	GREENSKY, INC.

	By:

	Name:

	Title:

	PARTICIPANT


	Name:

Exhibit 10.22(c)

RESTRICTED STOCK AGREEMENT

PURSUANT TO THE

GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

* * * * *

Participant: __________________________

Grant Date: __________________________

Number of Shares of Restricted Stock Granted: ____________

* * * * *

THIS RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “ Company ”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “ Plan ”), which is administered by the Committee; and

WHEREAS , it has been determined under the Plan that it would be in the best interests of the Company to grant the shares of Restricted Stock provided herein to the Participant.

1. Incorporation by Reference; Plan Document Receipt . This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2. Grant of Restricted Stock Award . The Company hereby grants to the Participant, as of the Grant Date specified above, the number of shares of Restricted Stock specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement. Subject to Section 5 hereof, the Participant shall not have the rights of a stockholder in respect of the Shares underlying this Award until such Shares are delivered to the Participant in accordance with Section 4 hereof.

3. Vesting .

(a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the Restricted Stock subject to this grant shall become unrestricted and vested as of the date(s) set forth below, provided the Participant has not incurred a Termination of Service prior to such vesting date [and the performance criteria applicable to the Restricted Stock that is eligible to vest on such vesting date, set forth in Exhibit A attached to this Agreement, are satisfied] :

Vesting Date	Number of Shares
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]

There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued employment or service with the Company or any of its Affiliates on each applicable vesting date [and satisfaction of the applicable performance criteria] .

(b) Committee Discretion . Notwithstanding the foregoing, the Committee may, in its sole discretion, accelerate vesting of the Restricted Stock [and/or waive the satisfaction of any applicable performance criteria] at any time and for any reason.

(c) Forfeiture . Subject to the Committee’s discretion to accelerate vesting hereunder, all unvested shares of Restricted Stock [that are not eligible to vest after the Participant’s Termination of Service] shall be immediately forfeited upon the Participant’s Termination of Service for any reason.

4. Period of Restriction; Delivery of Unrestricted Shares . During the Period of Restriction, the Restricted Stock shall bear a legend as described in Section 8.6 of the Plan. When shares of Restricted Stock awarded by this Agreement become vested, the Participant shall be entitled to receive unrestricted Shares and if the Participant’s stock certificates contain legends restricting the transfer of such Shares, the Participant shall be entitled to receive new stock certificates free of such legends (except any legends requiring compliance with securities laws).

5. Dividends and Other Distributions; Voting . Participants holding Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying Restricted Stock and shall be paid at the time the Restricted Stock becomes vested pursuant to Section 3 hereof. If any dividends or distributions are paid in Shares, the Shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. The Participant may exercise full voting rights with respect to the shares of Restricted Stock granted hereunder.

6. Non-Transferability . The shares of Restricted Stock, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way any of the Restricted Stock, or the levy of any execution, attachment or similar legal process upon the Restricted Stock, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

8. Withholding of Tax . The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and other obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other Applicable Law with respect to the Restricted Stock and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any required withholding obligation with regard to the Participant may be satisfied as set forth in Section 19.1 of the Plan (if permitted by the Committee) by reducing the amount of cash or Shares otherwise deliverable to the Participant hereunder.

9. Section 83(b) . If the Participant properly elects (as required by Section 83(b) of the Code) within 30 days after the issuance of the Restricted Stock to include in gross income for federal income tax purposes in the year of issuance the Fair Market Value of such shares of Restricted Stock, the Participant shall pay to the Company or make arrangements satisfactory to the Company to pay to the Company upon such election, any federal, state or local taxes required to be withheld with respect to the Restricted Stock. If the Participant shall fail to make such payment, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, as well as the rights set forth in Section 8 hereof. The Participant acknowledges that it is the Participant’s sole responsibility, and not the Company’s, to file timely and properly the election under Section 83(b) of the Code and any corresponding provisions of state tax laws if the Participant elects to make such election, and the Participant agrees to timely provide the Company with a copy of any such election.

10. Legend . All certificates representing the Restricted Stock shall have endorsed thereon the legend described in Section 8.6 of the Plan. Notwithstanding the foregoing, in no event shall the Company be obligated to deliver to the Participant a certificate representing the Restricted Stock prior to the vesting dates set forth above.

11. Securities Representations . The shares of Restricted Stock are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following

express representations and warranties of the Participant. The Participant acknowledges, represents and warrants that:

(a) The Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act and in this connection the Company is relying in part on the Participant’s representations set forth in this Section 11 .

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the shares of Restricted Stock must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to the shares of Restricted Stock, and the Company is under no obligation to register the shares of Restricted Stock (or to file a “re-offer prospectus”).

(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the shares of vested Restricted Stock hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

12. Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

13. Notices . Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

14. Acceptance . As required by Section 8.2 of the Plan, the Participant shall forfeit the Restricted Stock if the Participant does not execute this Agreement within a period of sixty (60) days from the date that the Participant receives this Agreement (or such other period as the Committee shall provide).

15. No Right to Employment or Service . Any questions as to whether and when there has been a Termination of Service and the cause of such Termination of Service shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere

with or limit in any way the right of the Company or Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

16. Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data related to the Restricted Stock awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

17. Compliance with Laws . The issuance of the Restricted Stock or unrestricted Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Restricted Stock or any of the Shares pursuant to this Agreement if any such issuance would violate any such requirements.

18. Section 409A . Notwithstanding anything herein or in the Plan to the contrary, the shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

19. Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

20. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

21. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

22. Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

23. Severability . The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

24. Acquired Rights . The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of Restricted Stock made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Restricted Stock awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	GREENSKY, INC.

	By:

	Name:

	Title:

	PARTICIPANT



	Name:

Exhibit 10.22(d)

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

GREENSKY, INC. 2018 OMNIBUS INCENTIVE COMPENSATION PLAN

* * * * *

Participant: __________________________

Grant Date: __________________________

Number of Restricted Stock Units Granted: ____________

* * * * *

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement ”), dated as of the Grant Date specified above, is entered into by and between GreenSky, Inc., a Delaware corporation (the “ Company ”), and the Participant specified above, pursuant to the GreenSky, Inc. 2018 Omnibus Incentive Compensation Plan, as in effect and as amended from time to time (the “ Plan ”), which is administered by the Committee; and

WHEREAS , it has been determined under the Plan that it would be in the best interests of the Company to grant the Restricted Stock Units (“ RSUs ”) provided herein to the Participant.

2. Grant of Restricted Stock Unit Award . The Company hereby grants to the Participant, as of the Grant Date specified above, the number of RSUs specified above. Except as otherwise provided by the Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of the Shares underlying the RSUs, except as otherwise specifically provided for in the Plan or this Agreement.

3. Vesting .

(a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall become vested as of the date(s) set forth below, provided the Participant has not incurred a Termination of Service prior to such vesting date [and the performance criteria applicable to the RSUs that are eligible to vest on such vesting date, set forth in Exhibit A attached to this Agreement, are satisfied] :

Vesting Date	Number of RSUs
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]
[ ]	[ ]

(b) Committee Discretion . Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the RSUs [and/or waive the satisfaction of any applicable performance criteria] at any time and for any reason.

(c) Forfeiture . Subject to the Committee’s discretion to accelerate vesting hereunder, all unvested RSUs [that are not eligible to vest after the Participant’s Termination of Service] shall be immediately forfeited upon the Participant’s Termination of Service for any reason.

4. Delivery of Shares .

(a) General . Subject to the provisions of Section 4(b) hereof, within thirty (30) days following the vesting of the RSUs, the Participant shall receive the number of Shares that correspond to the number of RSUs that have become vested on the applicable vesting date; provided that the Participant shall be obligated to pay to the Company the aggregate par value of the Shares to be issued within ten (10) days following the issuance of such Shares unless such Shares have been issued by the Company from the Company’s treasury.

(b) Deferrals . If permitted by the Company, the Participant may elect, subject to the terms and conditions of the Plan and any other applicable written plan or procedure adopted by the Company from time to time for purposes of such election, to defer the distribution of all or any portion of the Shares that would otherwise be distributed to the Participant hereunder (the “ Deferred Shares ”), consistent with the requirements of Section 409A of the Code. Upon the vesting of RSUs that have been so deferred, the applicable number of Deferred Shares shall be credited to a bookkeeping account established on the Participant’s behalf (the “ Account ”). Subject to Section 5 hereof, the number of Shares equal to the number of Deferred Shares credited to the Participant’s Account shall be distributed to the Participant in

accordance with the terms and conditions of the Plan and the other applicable written plans or procedures of the Company, consistent with the requirements of Section 409A of the Code.

5. Dividends; Rights as Stockholder . Cash dividends on Shares issuable hereunder shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest, subject to the same vesting requirements as the related RSUs, and paid in cash if and at the same time that the Shares underlying the RSUs to which the dividends relate are delivered to the Participant in accordance with the provisions hereof. Stock dividends on Shares shall be credited to a dividend book entry account on behalf of the Participant with respect to each RSU granted to the Participant, provided that such stock dividends shall be paid in Shares if and at the same time that the Shares underlying the RSUs to which the dividends relate are delivered to the Participant in accordance with the provisions hereof. Except as otherwise provided herein, the Participant shall have no rights as a stockholder with respect to any Shares covered by any RSU unless and until the Participant has become the holder of record of such Shares.

6. Non-Transferability . No portion of the RSUs may be sold, assigned, transferred, encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of forfeiture of the RSUs as provided herein, unless and until payment is made in respect of vested RSUs in accordance with the provisions hereof and the Participant has become the holder of record of the vested Shares issuable hereunder.

8. Withholding of Tax . The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and other obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other Applicable Law with respect to the RSUs and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any Shares otherwise required to be issued pursuant to this Agreement. Any required withholding obligation with regard to the Participant may be satisfied as set forth in Section 19.1 of the Plan (if permitted by the Committee) by reducing the amount of cash or Shares otherwise deliverable to the Participant hereunder.

9. Legend . The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to this Agreement in the possession of the Participant in order to carry out the provisions of this Section 9 .

10. Securities Representations . This Agreement is being entered into by the Company in reliance upon the following express representations and warranties of the Participant. The Participant hereby acknowledges, represents and warrants that:

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Shares issuable hereunder must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “ re-offer prospectus ”) with regard to such Shares, and the Company is under no obligation to register such Shares (or to file a “ re-offer prospectus ”).

(c) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Securities Act, the Participant understands that (i) the exemption from registration under Rule 144 will not be available unless (A) a public trading market then exists for the Shares, (B) adequate information concerning the Company is then available to the public, and (C) other terms and conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any sale of the Shares issuable hereunder may be made only in limited amounts in accordance with the terms and conditions of Rule 144 or any exemption therefrom.

11. Entire Agreement; Amendment . This Agreement, together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

12. Notices . Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

13. No Right to Employment or Service . Any questions as to whether and when there has been a Termination of Service and the cause of such Termination of Service shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

14. Transfer of Personal Data . The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data related to the RSUs awarded under this Agreement for legitimate business purposes

(including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

15. Compliance with Laws . The grant of RSUs and the issuance of Shares hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law, rule regulation or exchange requirement applicable thereto. The Company shall not be obligated to issue the RSUs or any Shares pursuant to this Agreement if any such issuance would violate any such requirements. As a condition to the settlement of the RSUs, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation.

16. Binding Agreement; Assignment . This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

17. Headings . The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

18. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

19. Further Assurances . Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

21. Acquired Rights . The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the Award of RSUs made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the RSUs awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	GREENSKY, INC.

	By:

	Name:

	Title:

	PARTICIPANT



	Name:

Exhibit 10.23

GREENSKY HOLDINGS, LLC

EQUITY INCENTIVE PLAN

THIS GREENSKY HOLDINGS, LLC EQUITY INCENTIVE PLAN (this “ Plan ”) is made effective as of August 24, 2017 (the “ Effective Date ”), by GREENSKY HOLDINGS, LLC, a limited liability company organized and existing under the laws of the State of Georgia (the “ Company ”).

R E C I T A L S

A. GreenSky, LLC previously established the GreenSky, LLC Equity Incentive Plan to advance the interests of GreenSky, LLC and its Affiliates by providing an equity-based incentive to attract and retain qualified and competent persons who provide services to GreenSky, LLC and/or its Affiliates and upon whose efforts and judgment the success of GreenSky, LLC and its Affiliates is largely dependent, by enabling such persons to acquire an equity interest in and participate in the long-term growth and financial success of GreenSky, LLC and its Affiliates.

B. As of the Effective Date, the Company became the holder of one hundred percent (100%) of the outstanding economic interests in GreenSky, LLC, and GreenSky, LLC became wholly-owned by the Company.

C. In connection with the foregoing event, (i) outstanding Options to acquire Class A units in GreenSky, LLC were equitably adjusted and converted into Options in the Company and (ii) outstanding Profits Interests in GreenSky, LLC were equitably adjusted through an automatic contribution/exchange so that they became/were converted into Profits Interests in the Company having the same general terms and conditions as the surrendered Profits Interests in GreenSky, LLC.

D. In connection with the foregoing event, the Company also assumed the GreenSky, LLC Equity Incentive Plan (the “ Pre-Existing Plan ”) and now amends and restates the Pre-Existing Plan as set forth herein to (i) govern the Incentive Units issued to replace the Options and Profits Interests described above and (ii) permit the grant of additional Incentive Units to Participants pursuant to the terms and conditions of the Operating Agreement, this Plan, the Participant’s Services Agreement, if any, and the applicable Grant Agreement. The Operating Agreement, this Plan, the Participant’s Services Agreement, if any, and the applicable Grant Agreement are collectively referred to herein as the “ Company Governing Documents .”

E. No Incentive Units in GreenSky, LLC are outstanding after the Effective Date.

F. It is intended that this Plan constitute a written compensatory benefit plan (or written compensation contract) under Rule 701 of the Securities Act for the benefit of the Participants under this Plan.

A G R E E M E N T S

NOW, THEREFORE , in consideration of the premises and mutual covenants set forth herein, the Company hereby adopts this Plan pursuant to the following terms and provisions:

1. Definitions . Certain defined terms contained in this Plan have the meanings ascribed to such terms in Appendix 1 hereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Operating Agreement.

2. Incentive Units Subject to this Plan .

(a) Subject to adjustment and/or increase as set forth in Section 5 of this Plan, the number of Incentive Units that may be awarded to Participants pursuant to the terms of the Company Governing Documents shall not in the aggregate exceed 1,678,997.07, which Incentive Units may consist of grants of (i) Class A Units, (ii) Options and/or (iii) Profits Interests. Incentive Units granted previously under the Pre-Existing Plan shall reduce the aggregate number of Incentive Units that may be awarded under this Plan. Notwithstanding the foregoing, however, Profits Interests granted under the Plan or the Pre-Existing Plan in return for the Participant’s agreement to cap the value of any outstanding Options (granted under the Plan, the Pre-Existing Plan or otherwise) held by such Participant shall not reduce the number of Incentive Units that may be awarded under the Plan.

(b) Notwithstanding Section 2(a) hereof, (i) any awards of Incentive Units under this Plan or the Pre-Existing Plan that are forfeited by a Participant and (ii) any Vested Incentive Units issued under this Plan or the Pre-Existing Plan (including those issued in return for Incentive Units in GreenSky, LLC) that are repurchased by the Company shall again be available for award under this Plan. The number of Incentive Units to which this Plan is subject may be increased to the extent and in the manner set forth in the Operating Agreement.

3. Eligibility . The Administrator may designate any Manager, executive or other service provider of the Company and/or any of its Affiliates as a Participant in this Plan in accordance with the terms and conditions of the Company Governing Documents.

4. Terms of Incentive Units .

(a) General . Subject to the provisions of this Plan and the Operating Agreement, each Grant Agreement shall be in such form and shall contain such terms and conditions, including vesting terms, as the Administrator shall deem appropriate. The provisions of separate Grant Agreements need not be identical, and successive grants may be made to a Participant whether or not any award of Incentive Units previously granted to the Participant remains outstanding. Each Grant Agreement shall specify (i) the type of Incentive Unit awarded, e.g., Class A Units, Options or Profits Interests, (ii) the number of Incentive Units with respect to which the award is subject and (iii) the Exercise Price or Profits Interest Threshold, if applicable, pertaining to such award, subject to the limitations and conditions set forth in Section 2 . In no event may the Exercise Price or Profits Interest Threshold of an Incentive Unit be less than the Liquidation FMV of the underlying Units as of the date of grant of the Incentive Unit, except as otherwise set forth in Section 8(e) below.

(b) Vesting . Unless otherwise determined by the Administrator, each award of Incentive Units granted under this Plan shall vest and be subject to forfeiture pursuant to the terms and conditions set forth in the Company Governing Documents and may (but is not required to) provide for accelerated vesting in accordance with the terms and conditions of the Company Governing Documents in the event of a Sale of the Business and/or the Participant’s (i) death, (ii) Disability (as defined in the Operating Agreement) or (iii) termination of the provision of services or employment with the Company or any of its Affiliates by the Company or an Affiliate without Cause or by the Participant for Good Reason.

(c) Consideration . Each grant of an award of Incentive Units may be made without any additional consideration or in consideration of a payment by the Participant, as may be specified in the applicable Grant Agreement for such grant. Unless the Company Governing Documents provide otherwise, the Participant will be required to pay all required consideration, including without limitation the Exercise Price, if applicable, in cash or cash equivalent; provided , however , that the Administrator may, in its sole discretion, permit the Participant to pay any required consideration, in whole or in part, by promissory note or delivery or withholding of Vested Incentive Units having a Liquidation FMV on the date of payment equal to the consideration the Participant is required to pay.

(d) Joinder to Operating Agreement . As a condition to the grant of an award of Incentive Units under this Plan and any applicable Grant Agreement, to the extent a Participant has not already executed the signature page of the Operating Agreement or joinder agreement thereto, the Participant shall execute a joinder agreement to the Operating Agreement agreeing to be bound by the terms of the Operating Agreement; provided , however , that if the Participant refuses to sign such joinder agreement, the Participant will forfeit such grant pursuant to this Plan, and the applicable Grant Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited award of Incentive Units.

(e) Section 83(b) Election . As a condition to each grant of an award of Profits Interests under the Plan, unless the Administrator specifically provides otherwise, each Participant in respect of the Participant’s award of Profits Interests will be required to file an election pursuant to Section 83(b) of the Code with respect to such award of Profits Interests; provided , however , that if the Participant refuses or fails to timely file such election pursuant to Section 83(b) of the Code, the Participant will forfeit the award of Profits Interests granted under this Plan, the applicable Grant Agreement shall be null and void ab initio and of no force and effect and the Company will have no obligations to the Participant with respect to the forfeited award of Profits Interests.

(f) Distributions . Each Participant shall be entitled to receive distributions, if any, with respect to the Participant’s Incentive Units pursuant to the terms and conditions of the Company Governing Documents (including, without limitation, Article VI of the Operating Agreement).

5. Adjustments .

(a) General . Subject to the terms and conditions of the Company Governing Documents, in the event that the Administrator determines in its reasonable discretion that any sale or other extraordinary distribution (whether in the form of cash, Membership Units, securities or other property), recapitalization, reorganization, merger, consolidation, issuance or exchange involving Incentive Units, other ownership interests or other securities of the Company, any incorporation of the Company or any parent or any other transaction or event affects the Incentive Units such that an adjustment is determined by the Administrator in its reasonable discretion to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan or provide for continuation or assumption of the Incentive Units by the surviving entity or its parent, then the Administrator shall make or provide for, in such manner as it deems equitable, adjustments in any or all of: (i) the number of the Incentive Units, other ownership interests or other securities of the Company or any parent (or number and kind of other securities or property subject to awards) with respect to which awards may be made under this Plan and the applicable Exercise Price or Profits Interest Threshold, if any, or (ii) the number of Incentive Units, other ownership interests or other securities of the Company (or number and kind of other securities or property subject to awards) and the applicable Exercise Price or Profits Interest Threshold, if any, subject to outstanding awards made under this Plan; provided , however , that any such adjustment that would materially and adversely affect the Participants’ Incentive Units granted under their respective Grant Agreements shall require the prior written consent of a majority-in-interest of such materially and adversely affected Participants; and provided , further that, for the avoidance of doubt, the issuance of additional Units or Incentive Units in the Company or the formation of a parent and corresponding adjustments pursuant to this Section 5 will not trigger any adjustments or require written consent pursuant to this Section 5 .

(b) Liquidity Event . In connection with the occurrence of a Liquidity Event, unless otherwise set forth in an applicable Grant Agreement, the Administrator is authorized (but not obligated) to make adjustments in the terms and conditions of outstanding Incentive Units, including the following (or any combination thereof): (i) continuation or assumption of such outstanding Incentive Units under this Plan by the Company (if it is the surviving entity) or by the surviving entity or its parent; (ii) substitution by the surviving entity or its parent of Incentive Units or other stock or securities of the surviving entity or its parent with substantially the same terms as the outstanding Incentive Units; (iii) accelerated vesting of outstanding Incentive Units immediately prior to the occurrence of such event, (iv) cancellation (other than in connection with an Initial Public Offering) of any outstanding Incentive Units that are not (and will not become) vested on or prior to the Liquidity Event (with or without any payment therefore) or (v) cancellation and redemption (other than in connection with an Initial Public Offering) of any outstanding Incentive Units that are (or will become) vested on or prior to the Liquidity Event for payment equal to the Liquidation FMV of the Incentive Units, which, in case of an Option, shall mean the value equal to (A) the number of Vested Incentive Units subject to the Option multiplied by (B) the amount, if any, by which the Liquidation FMV of the underlying Class A Units exceeds the Exercise Price of the Option. If the Incentive Unit is not vested on or prior to the Liquidity Event or the Liquidation FMV of the underlying Class A Units does not exceed the Exercise Price of the Option on the date of the Liquidity Event, the Administrator may cancel such Incentive

Units on the date of the Liquidity Event (other than in connection with an Initial Public Offering) without any payment of consideration therefor.

(c) No Limitation on Other Rights . Without limiting the generality of the foregoing, the existence of outstanding awards granted under this Plan shall not affect in any manner the right or power of the Company or any of its Affiliates to make, authorize or consummate:

(i) any or all adjustments, recapitalizations, reorganizations or other changes in its capital structure or its business;

(ii) any merger or consolidation;

(iii) its dissolution or liquidation;

(iv) any sale, transfer or assignment of all or any part of its assets or business;

(v) the payment of any distribution to its Members or other equity owners; or

(vi) any other act, proceeding or transaction, whether of a similar character or otherwise.

6. Transferability of Awards . No award of Incentive Units shall be subject to alienation, assignment, pledge, levy, charge or other transfer other than as set forth in the Company Governing Documents. Each grant of Incentive Units shall provide that, during the period or periods of vesting, the transferability of the Incentive Units shall be prohibited or restricted in the manner specified in the Company Governing Agreements (which restrictions may include, without limitation, rights of first refusal in the Company, tag-along rights or drag-along rights). Any attempt to make any such prohibited transfer shall be void and shall void the Participant’s award, and the Participant will have no further rights with respect to such awards.

7. Administration .

(a) Powers and Duties . This Plan shall be administered by the Administrator. Subject to the terms of this Plan, the Operating Agreement, and applicable law, and in addition to other express powers and authorizations conferred on the Administrator by this Plan, the Administrator shall have full power and authority to:

(i) designate Participants;

(ii) designate those Affiliates or other entities whose Managers, executives and other service providers may participate in this Plan;

(iii) determine the number and type of Incentive Units to be awarded, or with respect to which payments, rights or other matters are to be calculated in connection with any award under this Plan;

(iv) determine the terms and conditions of any award under this Plan, including the Exercise Price or Profits Interest Threshold, if applicable, as well as vesting and restrictive covenants, if any; provided , however , if a Participant is a party to a Services Agreement, such restrictive covenants shall be as provided in the Participant’s Service Agreement;

(v) determine and/or increase the vested portion of any award under this Plan;

(vi) determine whether, to what extent, and under what circumstances awards under this Plan may be settled in cash, Membership Units or other securities or other property, or suspended and the method or methods by which the awards under this Plan may be settled or suspended;

(vii) make appropriate adjustments in order to minimize any adverse accounting impact of any award of Incentive Units under this Plan;

(viii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in this Plan and any instrument or agreement relating to, or any award made under this Plan, subject to the provisions of the Company Governing Documents;

(ix) establish, amend, suspend or waive such rules and regulations and appoint such agents or advisors as it shall deem appropriate for the proper administration of this Plan, and the Administrator or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Administrator or such person may have under the Plan; and

(x) make any other determination or take any other action that the Administrator, in its sole discretion, deems necessary or desirable for the administration of this Plan; provided , that if any such determination or action would materially and adversely affect the Participants’ interests granted under their respective Grant Agreements, such determination or action shall require the prior written consent of a majority-in-interest of such materially and adversely affected Participants; provided , however , that for the avoidance of doubt, the creation or issuance of additional awards or Incentive Units or any other class or series of Membership Units (including any amendments to the Company Governing Documents that may be required to establish the rights and preferences of, and restrictions applicable to, any such other class or series of such additional awards) shall not of itself constitute a variation, modification or abrogation of the class rights of the holders of any class or series of outstanding awards and shall not be regarded as an impairment of the Participant’s rights that would require the Participant’s prior written consent.

(b) Actions Binding . Subject to the terms of the Operating Agreement, unless otherwise expressly provided in this Plan, all designations, determinations, interpretations and

other decisions under or with respect to this Plan, any award made under this Plan or any document evidencing any and all Incentive Units shall be within the sole discretion of the Administrator, may be made at any time and shall be final, conclusive and binding upon all Persons, including the Company, any of its participating Affiliates, any Participant, any holder of Incentive Units and any holder or beneficiary of any award made under this Plan and any Member. Such designations, determinations, interpretations and decisions by the Administrator need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

(c) No Liability . No member of the Administrator shall be liable for any action or determination made in good faith with respect to this Plan or any award made under this Plan.

(d) Withholding or Deduction for Taxes . A Participant may be required to pay to the Company or any of its Affiliates, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from any payment due or transfer made under any Grant Agreement or under this Plan, the amount (in cash or, at the election of the Company, securities or other property) of any applicable federal, state, local or foreign withholding taxes in respect of Incentive Units or any payment or transfer under a Grant Agreement or this Plan and to take such other action as may be necessary in the opinion of the Administrator to satisfy all obligations for the payment of such taxes; provided , that notwithstanding anything to the contrary in the forgoing, in connection with any payment under this Plan or any applicable grant agreement made in Membership Units or Incentive Units, the Company may, in its sole discretion, satisfy any withholding requirement, in whole or in part, by having the Company withhold vested Class A Units or vested Incentive Units having a Liquidation FMV on the date the tax is to be determined equal to the minimum statutory total withholding tax that could be imposed on the transaction.

8. Miscellaneous .

(a) Impact on Other Benefits . This Plan shall not be construed to impact or cause the denial of any benefits to which any Participant may be entitled under any other benefit plan of the Company or any of its Affiliates. Notwithstanding anything to the contrary contained in the foregoing, neither this Plan nor any award granted under this Plan shall form any part of a Participant’s compensation or count as compensation for any purpose under any other benefit plan of the Company or any of its Affiliates, or otherwise.

(b) No Right to Awards or Other Rights . No Person shall have any claim to receive any award under this Plan. There is no obligation for uniformity of treatment of Participants regarding the number of Incentive Units awarded or the manner in which awards are made. The terms and conditions made under this Plan need not be the same with respect to each Participant. Except as otherwise provided in the Operating Agreement or any Grant Agreement, any action taken hereunder shall not be construed as conferring upon any Participant any right (i) of ownership in the Company or any Affiliate; (ii) to participate in the management of the business and affairs of the Company or any of the Company’s Affiliates; or (iii) to vote on or approve any matters requiring the consent or approval of any Member(s) of the Company.

(c) Delegation . Subject to the terms of this Plan, the Operating Agreement, the provisions of any Grant Agreement and applicable law, the Administrator may delegate to one or more officers or managers of the Company or any of its Affiliates, or to a committee of such

officers or managers, the authority, subject to such terms and limitations as the Administrator shall determine, to award Incentive Units or to make adjustments, in accordance with the provisions of Section 5, with respect to Incentive Units held by Participants.

(d) Acceleration of Exercisability and Vesting . The Administrator shall have the power to accelerate the time at which Incentive Units, or any part thereof, will vest in accordance with this Plan, notwithstanding the provisions in the applicable Grant Agreement stating the time or times during which it will vest.

(e) Other Transactions . Subject to the terms and conditions of the Company Governing Documents, in connection with a merger, acquisition or other such similar transaction or the formation of a holding company or similar transaction, the Administrator may grant under this Plan an award in exchange for the assumption and replacement of an award that was not granted under this Plan (including but not limited to an award that was granted by the Company or any of its Affiliates, an award that was granted by another corporation or entity that is acquired by the Company or any of its Affiliates by merger or otherwise, or an award granted under the Pre-Existing Plan in connection with the events described in the recitals to this Plan), and any such award or combination of awards so granted under this Plan may or may not cover the same number of equity interests as had been covered by the assumed award and shall be subject to such other terms, conditions and discretion as the Administrator considers appropriate under the circumstances in order to preserve for the Participant the economic value of such assumed award at such Exercise Price or Profits Interest Threshold as the Administrator determines necessary to achieve preservation of such economic value.

(f) Other Laws . The Administrator may refuse to issue or transfer any Incentive Units if, acting in its sole discretion, it determines that the issuance or transfer of such Incentive Units would violate the Operating Agreement or any applicable law or regulation. Without limiting the generality of the foregoing, no award of Incentive Units hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Company in its sole discretion has determined that any such offer, if made, would be in compliance with all applicable securities laws.

(g) Severability . If any provision of this Plan or any award made hereunder is, becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or award, or would disqualify this Plan or any award under any law deemed applicable by the Administrator, such provision shall be constructed or deemed amended to conform to all applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Administrator, materially altering the intent of this Plan or the award, such provision shall be stricken as to such jurisdiction, Person or award and the remainder of this Plan and any such award shall remain in full force and effect.

(h) Governing Law . This Plan, all Grant Agreements, all awards and any and all claims or causes of action, disputes, controversies or legal proceedings (whether in contract, tort, equity or under any other theory) arising out of, under, pursuant to, or in any way relating to this Plan, any Grant Agreement or the transactions contemplated hereby and thereby or the negotiation, execution, performance or enforcement hereof or thereof, including any and all claims (whether in contract, tort, equity or under any other theory) as to the scope, validity, enforcement,

interpretation, construction, and effect hereof and thereof, shall be governed by and enforced with the laws of the State of Georgia, without regard to the conflicts of law principles that would result in the application of any law other than the law of the State of Georgia. The Company and each Participant in each such Participant’s Grant Agreement will agree to the foregoing and will further agree that any suit, action or proceeding against the other arising out of or relating to this Plan, the Participant’s award and Grant Agreement shall only be brought in any federal or state court located in the State of Georgia, and each party will agree to submit to the exclusive jurisdiction of such courts for the purpose of any such suit, action or proceeding, and waives any objection related thereto. The Company and the Participant will further agree that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address as provided in the Participant’s Grant Agreement shall be effective service of process for any action, suit or proceeding in the State of Georgia with respect to any matters to which it has submitted to jurisdiction in the Participant’s Grant Agreement.

(i) Headings and Subheadings; Rule of Construction . Headings and subheadings in this Plan are inserted for convenience only and are not to be considered in the construction or interpretation or this Plan or any provision thereof. The word “including” means “including, without limitation.”

(j) Interpretation . The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(k) Gender . The masculine, as used herein, shall be deemed to include the feminine and the singular to include plural, except where the context requires a different construction.

(l) Amendment to the Operating Agreement . Neither the adoption of this Plan nor any award made hereunder shall restrict in any way any amendment to the Operating Agreement in accordance with the terms of the Operating Agreement.

(m) Amendment and Termination . The Administrator may amend, alter, suspend, discontinue, or terminate this Plan or any portion thereof at any time; provided, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant shall not to that extent be effective without the written consent of a majority-in-interest of all such materially and adversely affected Participants, taking in account, for such purpose, all such outstanding Incentive Units, whether or not then vested; provided , further , that such consent shall not be required with respect to an amendment made to conform this Plan to applicable law or the Operating Agreement, as currently in effect or as the Operating Agreement may subsequently be amended, restated, supplemented or otherwise modified. Nothing in this Plan or in any Grant Agreement shall require the consent of any holder of any Incentive Units to any amendment of the Operating Agreement. For the avoidance of doubt, the creation or issuance of additional awards, Membership Units or Incentive Units of the same or any other class or series (including any amendments to the Company Governing Documents that may be required to establish the rights and preferences of, and restrictions applicable to, any such other class or series of such additional awards) shall not of itself constitute a variation, modification or abrogation of the class rights of the holders of any class or series of outstanding awards and shall not be regarded as an impairment of the Participant’s rights that would require the

Participant’s prior written consent. Termination of this Plan will not affect the rights of the Participant or its successors under any awards outstanding hereunder at the time of such termination.

(n) Conflict Between this Plan and the Operating Agreement . This Plan and any Grant Agreement are subject to the Operating Agreement, the terms and provision of which are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein or in a Grant Agreement and a term or provision of the Operating Agreement, the applicable terms and provisions of the Operating Agreement will govern and prevail.

(o) No Employment or Service Contract . Neither this Plan nor any award granted under this Plan shall (i) confer upon any person any right to employment or other service or continuance of employment or other service by the Company or any of its Affiliates, (ii) constitute a contract of employment or service or impose on the Company or any of its Affiliates any obligations to retain the Participant as an employee or other service provider of the Company or any of its Affiliates, (iii) change the status of the Participant’s employment or service, or (iv) change the Company or any of its Affiliates’ policies regarding termination of employment or service. For purposes of this Plan, the continuous employment or service of the Participant with the Company or any of its Affiliates shall not be deemed interrupted, and the Participant shall not be deemed to have ceased to provide services or to be employed by the Company or any of its Affiliates, by reason of (i) the transfer of his or her service or employment among the Company or any of its Affiliates or (ii) the change in the Participant’s relationship from employment to other service or from other service to employment. Further, absence on leave approved in accordance with the policies, procedures and practices of the Company or any of its Affiliates shall not be considered interruption or termination of service of any Participant for any purposes of this Plan or awards granted hereunder.

(p) No Tax Minimization Obligation . The Company has no duty or obligation to minimize the tax consequences of any Incentive Units granted to a Participant under this Plan.

(q) Compliance with Section 409A of the Code . This Plan and any Grant Agreement is intended to be exempt from or comply with, and shall be administered in a manner that is intended to be exempt from or comply with, Section 409A of the Code and shall be construed and interpreted in accordance with such intent; to the extent that a payment and/or benefit under the Plan is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of this Plan or any Grant Agreement that would cause a payment and/or benefit to fail to be exempt from or satisfy Section 409A of the Code shall have no force and effect until amended to be exempt from or comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding the foregoing, the Company and its Affiliates shall not be liable to any Participant or any other Person if an award of Incentive Units fails to be exempt from or comply with Section 409A of the Code.

(r) This Plan shall be unfunded and shall not create (or be construed to create) a trust or separate fund.

(s) Participants shall provide the Company with written statement setting forth the name and contact information of the Participant’s Beneficiary.

(t) The Company is an intended third-party beneficiary under this Plan and shall have the rights, power, and authority to enforce the provisions of this Plan.

9. Effective Date and Termination Date . This Plan is effective as of the Effective Date, and shall terminate on (and no further awards shall be granted on or after) July 30, 2025 (i.e., the tenth (10th) anniversary of the effective date of the Pre-Existing Plan), unless sooner terminated. Notwithstanding the preceding sentence, this Plan shall continue in effect in respect of all awards which are outstanding as of such termination date.

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Appendix 1

Definitions

(a) “ Administrator ” means the Managers of the Company except that the Managers may designate another person to perform some or all of the Managers’ functions under this Plan; provided that the authority of any person appointed by the Managers will be subject to such terms and conditions as the Managers may prescribe and will be coextensive with, and not in lieu of, the authority of the Managers.

(b) “ Affiliate ” has the meaning ascribed to such term in the Operating Agreement.

(c) “ Award Schedule ” means the award schedule attached to the Grant Agreement applicable to an award of Incentive Units granted under this Plan to a Participant, which sets forth, in the case of a Participant, the Participant’s name, the number of Incentive Units being granted, the vesting schedule or other terms and conditions that the Administrator has specified for such Incentive Units, including, any Exercise Price or Profits Interest Threshold, if applicable.

(d) “ Beneficiary ” means the Person or Persons designated by the Participant, in a writing provided to the Company prior to the Participant’s death, to receive amounts payable to the Participant under the Company Governing Documents upon the Participant’s death. In the absence of such a written beneficiary designation, the Beneficiary shall be the Participant’s surviving spouse, or, if none, the Participant’s estate.

(e) “ Cause ” as a reason for termination of a Participant’s provision of services shall have the meaning given to such term in the Participant’s Services Agreement. If the Participant is not a party to a Services Agreement or is not a party to a Services Agreement in which such term is defined, then unless otherwise defined in the applicable Grant Agreement, “Cause” means (i) the negligent or willful continued failure of the Participant to substantially perform the Participant’s duties with the Company or any Affiliate (other than any such failure resulting from any mental or physical impairment of the Participant, but specifically including any material failure by the Participant to meet reasonable performance expectations set forth by the Company or any Affiliate); (ii) the failure of the Participant to abide by the reasonable and lawful directives of the Managers of the Company, (iii) the Participant’s commitment of any act which, if prosecuted, would constitute a felony, or the Participant’s commitment or conviction of, or plea of no contest to, any crime involving dishonesty, fraud or moral turpitude; (iv) any conduct by the Participant that causes material harm to the business, standing or reputation of the Company or any Affiliate or Company’s Members; or (v) any material breach by the Participant of any material obligations the Participant may owe to the Company or any Affiliate or Company’s Members.

(f) “ Class A Units ” shall have the meaning ascribed to such term in the Operating Agreement.

(g) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(h) “ Company Governing Documents ” has the meaning ascribed to such term in the recitals of this Plan.

(i) “ Effective Date ” has the meaning ascribed to such term in the introductory paragraph of this Plan.

(j) “ Exercise Price ” shall mean the exercise price per Class A Unit purchasable under an Option, which shall be determined by the Administrator at the time of grant of the Option. The exercise price may not be less than the Liquidation FMV of the underlying Class A Unit as of the date of grant of the Option, except as otherwise set forth in Section 8(e) of this Plan.

(k) “ Good Reason ” shall have the meaning assigned such term in the Participant’s Services Agreement. If the Participant is not a party to a Services Agreement in which such term is defined, then unless otherwise defined in the applicable Grant Agreement, “Good Reason” means, without the Participant’s written consent, and only with respect to the Participant’s employment with the Company or any of its Affiliates:

(i) any action taken by the Company or any of its Affiliates which results in a material reduction in the Participant’s authority, duties or responsibilities;

(ii) the assignment to the Participant of duties that are materially inconsistent with Participant’s authority, duties or responsibilities;

(iii) any material decrease in the Participant’s base salary or annual bonus opportunity;

(iv) the relocation of the Participant’s current place of employment, or any requirement that Participant relocate outside of the Participant’s current metropolitan area; provided, however, this subsection (iv) shall not apply in the case of business travel which requires the Participant to relocate temporarily for periods of 30 days or less;

(v) the failure by the Company or any Affiliate to pay to the Participant any portion of the Participant’s base salary or annual bonus within 10 days after the date the same is due; or

(vi) any material failure by the Company or any Affiliate to comply with the terms of the Participant’s Services Agreement.

Notwithstanding the above, and without limitation, “Good Reason” shall not include any resignation by the Participant where Cause for the Participant’s termination by the Company or an Affiliate exists. The Participant must give the Company or Affiliate notice of any event or condition that would constitute “Good Reason” within 30 days of the event or condition which would constitute “Good Reason,” and upon the receipt of such notice the Company or Affiliate shall have 30 days to remedy such event or condition. If such event or condition is not remedied within such 30-day period, any termination of employment or service by the Participant

for “Good Reason” must occur within 30 days after the period for remedying such condition or event has expired.

(l) “ Grant Agreement ” has the meaning ascribed to such term in the Operating Agreement.

(m) “ Grant Date ” means the date specified by the Administrator on which a grant of an award under this Plan shall become effective and is granted pursuant to this Plan. The Grant Date shall not be earlier than the date on which the Administrator takes action with respect thereto.

(n) “ Initial Public Offering ” shall have the same meaning ascribed to such term in the Operating Agreement.

(o) “ Liquidity Event ” has the same meaning ascribed to such term in the Operating Agreement.

(p) “ Liquidation FMV ” shall mean the amount that would be received in respect of such Incentive Unit if all the Company’s assets were sold at fair market value and the proceeds distributed in complete liquidation of the Company.

(q) “ Member ” has the same meaning ascribed to such term in the Operating Agreement.

(r) “ Membership Units ” or “ Units ” shall have the same meanings ascribed to such terms in the Operating Agreement.

(s) “ Operating Agreement ” means that Operating Agreement of the Company, dated as of August 24, 2017, as may be amended, restated, supplemented or otherwise modified from time to time.

(t) “ Options ” shall mean an Incentive Unit comprised of an option to purchase Class A Units in accordance with the terms and conditions set forth in the Grant Agreement.

(u) “ Participant ” shall mean such Person who is eligible for and selected by the Administrator to receive, as determined by the Administrator, an award of Incentive Units under the Plan, and who has executed a Grant Agreement.

(v) “ Person ” has the meaning ascribed to such term in the Operating Agreement.

(w) “ Plan ” means this GreenSky Holdings, LLC Equity Incentive Plan as herein set forth and as it may be amended, restated, supplemented or otherwise modified from time to time as provided herein.

(x) “ Profits Interest Threshold ” shall have the same meaning ascribed to such term in the Operating Agreement, as modified pursuant to Section 8(e) of this Plan. The Profits Interest Threshold shall be (i) reduced, as appropriate, for cash or property distributed pursuant to

the terms of the Operating Agreement and (ii) adjusted to take into account any additional Capital Contributions made to the Company by any Member, to the minimum extent necessary as determined by the Administrator, in good faith, to prevent any such distributions resulting in any inequitable dilution in any outstanding Profits Interests and to prevent any such Capital Contributions from causing holders of Profits Interests from recognizing income solely as the result of such Capital Contributions.

(y) “ Profits Interests ” shall have the same meaning ascribed to such term in the Operating Agreement.

(z) “ Sale of the Business ” shall have the same meaning ascribed to such term in the Operating Agreement.

(aa) “ Securities Act ” shall have the meaning ascribed to such term in the Operating Agreement.

(bb) “ Services Agreement ” means an employment agreement, a consulting agreement or other agreement between a Participant and the Company or any of its Affiliates setting forth the terms of employment or provision of consulting services or other key provisions in connection with or related thereto.

GREENSKY HOLDINGS, LLC

AMENDMENT NO. 1 TO EQUITY INCENTIVE PLAN

Effective as of March 1, 2018, the GreenSky Holdings, LLC Equity Incentive Plan (the “Plan”) is hereby amended by deleting Section 2 thereof in its entirety and inserting the following in lieu thereof:

“2. Incentive Units Subject to this Plan .

(a) Subject to adjustment and/or increase as set forth in Section 5 of this Plan, the number of Incentive Units that may be awarded to Participants pursuant to the terms of the Company Governing Documents shall not in the aggregate exceed the maximum number of Incentive Units permitted under the Operating Agreement, which Incentive Units may consist of grants of (i) Class A Units, (ii) Options and/or (iii) Profits Interests. Incentive Units granted previously under the Pre-Existing Plan shall reduce the aggregate number of Incentive Units that may be awarded under this Plan. Notwithstanding the foregoing, however, Profits Interests granted under the Plan or the Pre-Existing Plan in return for the Participant’s agreement to cap the value of any outstanding Options or any outstanding warrants to purchase Class A Units (granted under the Plan, the Pre-Existing Plan or otherwise) held by such Participant shall not reduce the number of Incentive Units that may be awarded under the Plan.

Exhibit 10.24

GREENSKY HOLDINGS, LLC

EQUITY INCENTIVE PLAN

CLASS A UNIT OPTION AGREEMENT

THIS CLASS A UNIT OPTION AGREEMENT (this “ Option Agreement ”) is entered into as of [________________ __], 201[__], by and between GreenSky Holdings, LLC, a Georgia limited liability company (“ the Company ”), and [_________________] (“ Employee ”).

W I T N E S S E T H :

WHEREAS , in connection with Employee’s service with the Company, the Company desires to grant to Employee certain options to purchase Class A Units in the Company; and

WHEREAS , capitalized terms not otherwise defined in this Option Agreement shall have the meanings ascribed to such terms in the GreenSky Holdings, LLC Equity Incentive Plan (the “ Plan ”) or, if not in the Plan, in the Operating Agreement of the Company dated as of August 24, 2017 (the “ Operating Agreement ”). This Option Agreement is subject to the terms, conditions and restrictions set forth in the Plan.

WHEREAS , these Options are being granted pursuant to the Plan and the Operating Agreement and have been approved by the Managers of the Company.

Therefore, the parties hereto agree as follows:

1. Grant of Option . The Company hereby grants to Employee the right and option to purchase from the Company, on the terms and subject to the conditions set forth in the Plan and this Option Agreement, [_______] Class A Units of the Company (such units, the “ Option Units ”; such option, the “ Option ”). As set forth in the Plan and the Operating Agreement, an Incentive Unit includes an option to purchase Class A Units in accordance with the terms and conditions set forth in the relevant Option Agreement. The date of grant of the Option (the “ Grant Date ”) is [___________], 201[__]. The Options will become vested as set forth in Section 3 below and be deemed exercised as set forth in Section 4 below.

2. Exercise Price of the Option . The exercise price for the Option Units per Class A Unit (the “ Exercise Price ”) will be equal to $[___________], which is equal to the Liquidation FMV, as defined below, of a Class A Unit on the Grant Date.

3. Vesting of the Option . Subject to the earlier expiration or termination of this Option in accordance with its terms, the Options granted under this Option Agreement will become vested as follows:

(a) The Options will become vested with respect to twenty percent (20%) of the underlying Class A Units on the first (1st) anniversary of the Grant Date, provided

Employee remains in the continuous service of the Company from the Grant Date through such date.

(b) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the second (2nd) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date.

(c) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the third (3rd) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date.

(d) The Options will become vested with respect to an additional twenty percent (20%) of the underlying Class A Units on the fourth (4th) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date.

(e) The Options will become vested with respect to the final twenty percent (20%) of the underlying Class A Units on the fifth (5th) anniversary of the Grant Date, provided Employee remains in the continuous service of the Company from the Grant Date through such date.

Notwithstanding the foregoing, the Options will become vested with respect to one hundred percent (100%) of the underlying Class A Units on a Sale of the Business (as defined in the Operating Agreement), to the extent not previously vested, provided (i) Employee remains in the continuous service of the Company from the Grant Date until the Sale of the Business or the termination of the Options in connection with the Sale of the Business, and (ii) to the extent requested by the Company, Employee agrees to continue working for the Company for ninety (90) days following the Sale of the Business on no less favorable terms and conditions as in effect prior thereto.

4. Exercise of Option .

(a) Subject to Section 27 below, the Option shall be deemed exercised, to the extent vested, as set forth in this Section 4. To the extent still outstanding and not previously deemed exercised, the Option shall be deemed exercised for the then vested Option Units on the earlier of (i) the date which is ten (10) years following the Grant Date, (ii) the thirtieth (30th) day following the termination of Employee’s service with the Company and (iii) the Sale of the Business provided that, to the extent Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), applies and it is necessary to avoid non-compliance therewith, the Sale of the Business constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code. Except as otherwise set forth below, the Class A Units to be delivered upon the deemed exercise of the Option shall be delivered to Employee, or Employee’s successor on Employee’s death, no later than thirty (30) days following the day that the Option is deemed exercised.

Notwithstanding anything herein to the contrary, the Option may not be exercised (or deemed exercised) by Employee or Employee’s successor on Employee’s death, at a time selected by Employee or Employee’s successor on Employee’s death, in Employee’s or Employee’s successor’s discretion, but can only be exercised upon the occurrence of a “deemed exercise” as set forth in this subsection 4(a).

(b) For purposes of this Section 4, it shall not be considered a termination of Employee’s service with the Company if the termination of Employee’s service with the Company does not constitute a “separation from service” within the meaning of Section 409A of the Code.

(c) Notwithstanding anything herein to the contrary, if at the time of the deemed exercise of the Option, the fair market value of the Class A Units is equal to or less than the Exercise Price, then the Option shall not be deemed exercised, and the Option will terminate and expire at such time without any delivery of Class A Units or other payment therefor. Additionally, the Option shall terminate and expire after the delivery of all Class A Units that are required to be delivered hereunder or the time at which no Class A Units will be delivered or other payments made in lieu thereof.

(d) The Option shall be deemed exercised for the vested Option Units at the time described above. Employee or Employee’s successor on Employee’s death may make payment of the applicable Exercise Price by cash, check or such other medium of payment as the Managers may permit. If the Managers so permit, payment of the Exercise Price may be made (i) by surrendering (actually or by attestation) Class A Units to the Company that Employee already owns (valuing the Class A Units at their fair market value as of the date of payment); (ii) by means of a “net exercise procedure” (valuing the Class A Units at their fair market value as of the date of payment); (iii) by such other medium of payment as the Managers in their discretion may authorize or (iv) by any combination of the foregoing. If payment is in the form of Class A Units, then the certificates representing those Class A Units must be duly executed in blank by Employee or Employee’s successor on Employee’s death or must be accompanied by a power duly executed in blank suitable for purposes of transferring the Class A Units to the Company. Fractional Class A Units may be accepted in payment of the Exercise Price. The Company shall not issue the Class A Units until full payment for them has been made. If Employee does not pay the Exercise Price by the time the Option is deemed exercised, the Company, in its sole discretion, may treat Employee or Employee’s successor on Employee’s death as having elected to pay the Exercise Price by means of a “net exercise procedure” and the Company will withhold from the Class A Units to be delivered to Employee that number of Class A Units (valued at their fair market value on the date of payment) which equals the applicable Exercise Price. Notwithstanding the foregoing, however, the Company is not required to exercise such discretion, and if Employee or Employee’s successor on Employee’s death does not pay the applicable Exercise Price by the time the Option is deemed exercised, all rights Employee or Employee’s successor has in the Option shall expire and be forfeited, the Option shall not be deemed exercised and the Option will terminate and expire at such time without any delivery of Class A Units or other payment therefor.

(e) As a further condition precedent to the deemed exercise of the Option, Employee or Employee’s successor, as applicable, shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Class A Units and accordingly shall execute any documents that the Managers of the Company, in their sole discretion, deem necessary or advisable to effect such compliance prior to the time the Option is deemed exercised.

(f) To the extent the Option is to be deemed exercised on the Sale of the Business, the Company will take commercially-reasonably measures to notify Employee of such deemed exercise at least thirty (30) days prior to the Sale of the Business, so as to permit Employee to pay the Exercise Price and remit applicable tax withholdings by the close of business on the day prior to the Sale of the Business.

5. Non-Transferability of Option . Employee shall not assign or transfer the Option, other than by will or the laws of descent and distribution. No right or interest of Employee or any successor on Employee’s death in this Option shall be subject to any lien or any obligation or liability of Employee or any successor on Employee’s death.

6. Termination of Option .

(a) The portion of the vested Option that is not deemed exercised pursuant to Section 4 as of the thirtieth (30th) day following the date of termination of Employee’s service with the Company will terminate automatically at the close of business on that date (or if termination of Employee’s service is by the Company for Cause, retroactive to the date the Company provided Employee with written notice of Employee’s failure that constituted Cause). For purposes of this Agreement, “Cause” means (1) the negligent or willful continued failure of Employee to substantially perform Employee’s duties with the Company (other than any such failure resulting from any mental or physical impairment of Employee, but specifically including any material failure by Employee to meet reasonable performance expectations set forth by the Company); (2) the failure to abide by the reasonable and lawful directives of the Managers of the Company, (3) Employee’s commitment of any act which, if prosecuted, would constitute a felony, or Employee’s commitment or conviction of, or plea of no contest to, any crime involving dishonesty, fraud or moral turpitude; (4) any conduct by Employee that causes material harm to the business, standing or reputation of the Company or its Members; or (5) any material breach by Employee of any material obligations Employee may owe to the Company or its Members.

(b) This Option Agreement and any portion of the vested Option not either terminated pursuant to subsection 6(a) or already deemed exercised will terminate automatically and without further notice at the close of business on the day prior to the day the Option would be deemed exercised in the event Employee or Employee’s successor on Employee’s death has not paid the Exercise Price or applicable tax withholdings prior to such time.

(d) The portion of the Option that is not vested at such time will terminate automatically at the close of business on the date of termination of Employee’s service with the Company (or if termination of Employee’s service is by the Company for Cause, retroactive to the date the Company provided Employee with written notice of Employee’s failure that constituted Cause).

(e) The Company shall have the right, upon notice to Employee, to substitute a profits interest for part or all of the Option, including through the capping of the Option and issuing a profits interest in substitution for future appreciation, provided that the Option is treated substantially similarly to other outstanding options to purchase Class A Units held by other Managers and employees of the Company, to the extent permitted by Section 409A of the Code if it applies.

7. Investment Representations . The Company may require Employee or Employee’s successor on Employee’s death, as a condition of exercising the Option, to give written assurances in substance and form satisfactory to the Company to the effect that Employee or Employee’s successor on Employee’s death is acquiring the Class A Units for Employee’s own account for investment and not with any present intention of selling or otherwise distributing them, and to such other effect as the Company deems necessary or appropriate in order to comply with applicable federal and state securities laws.

8. Compliance with Law . The Option is subject to the requirement that, if at any time counsel to the Company determines that the listing, registration or qualification of Class A Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, is necessary as a condition of, or in connection with, the issuance or purchase of the Class A Units, then the Option may not to be deemed exercised unless the listing, registration, qualification, consent or approval has been effected or obtained on conditions acceptable to the Managers. Nothing in this Option Agreement will be deemed to require the Company to apply for or to obtain the listing, registration, qualification, consent or approval.

9. Recapitalization . If the outstanding Class A Units are changed into or exchanged for a different number or kind of units or other securities of the Company by reason of any recapitalization, reclassification, unit split, unit dividend, combination, subdivision or similar transaction, then, subject to any required action by the Company’s Members, the number of Option Units, the kind of units or other securities of the Company subject to the Option and the Exercise Price are to be proportionately adjusted. All adjustments made by the Managers under this Section 9 will be final, conclusive and binding upon all parties. Notwithstanding the foregoing, however, the issuance by the Company of Units of any class, or securities convertible into Units of any class, for cash or property, or for labor or services, either upon direct sale or issuance or upon the exercise of rights or warrants to subscribe therefore, or upon conversion of Units or other obligations of the Company, shall not affect, and no adjustment by reason thereof shall be made with respect to, this Option, any Option Units covered under this Option Agreement or any Class A Units acquired pursuant to this Option.

10. Reorganization . If, while all or any portion of the Option remains outstanding, the Company proposes to merge or consolidate with another entity, whether or not the Company is to

be the surviving entity, or form a holding company, or if the Company proposes to liquidate or sell or otherwise dispose of substantially all of its assets or substantially all of the outstanding Units of the Company are to be sold, or a Sale of the Business occurs, then the Managers may, in their sole discretion, either (a) make appropriate provision for the protection of the Option by the substitution on an equitable basis of (i) appropriate units or securities of the surviving entity or its parent in the merger or consolidation or of the other reorganized entity that will be issuable in respect to the Option Units, or (ii) any alternative consideration as the Managers, in good faith, may determine to be equitable in the circumstances; and, in either case, require in connection therewith the surrender of the Option so replaced; or (b) in the case of a Sale of the Business, provide that the unexercised portion of the Option, to the extent vested, will be deemed exercised, to the extent permitted by Section 409A of the Code if it applies and to the extent reservation or exercise of such authority does not result in adverse accounting consequences to the Company. In any such case, the Managers may, in their discretion, accelerate the date on which the Option, in whole or in part, becomes vested.

11. Rights as Member . Neither Employee nor Employee’s successor on Employee’s death will have any of the rights or privileges of a Member of the Company in respect of any of the Option Units unless and until the Option has been deemed exercised, the Option Units have been fully paid, all applicable tax withholdings have been satisfied and the name of Employee or Employee’s successor on Employee’s death has been entered as the owner of record on the Company’s books. Notwithstanding any of the other provisions of this Agreement, Employee or Employee’s successor on Employee’s death shall not become a Member and owner of record on the Company’s books of the Class A Units to be delivered pursuant to the deemed exercise of the Option unless and until Employee or Employee’s successor on Employee’s death has executed a written joinder agreement to the Operating Agreement by the time the Option is deemed exercised. All Class A Units that Employee or Employee’s successor on Employee’s death acquires pursuant to the Option shall be subject to the terms of the Operating Agreement.

12. Withholding of Taxes . The Company’s obligation to deliver Class A Units upon the deemed exercise of the Option is subject to satisfaction by Employee or Employee’s successor on Employee’s death of any applicable federal, state and local income and employment tax withholding requirements in a manner and form satisfactory to the Company. In accordance with procedures that the Managers may establish, the Managers, to the extent applicable law permits, may allow Employee or Employee’s successor on Employee’s death to pay any such amounts (i) by surrendering (actual or by attestation) Class A Units that the Employee or Employee’s successor on Employee’s death already owns (but only for the minimum required withholding); (ii) by means of a “net exercise” procedure (but only for the minimum required withholding); (iii) by such other medium of payment as the Managers in their discretion shall authorize; or (iv) by any combination of the foregoing. Notwithstanding any other provision of this Agreement, the Option shall be forfeited and terminated without any delivery of the Class A Units or any other payment therefore if Employee or Employee’s successor on Employee’s death does not satisfy any applicable federal, state and local income and employment tax withholding requirements in a manner and form satisfactory to the Company by the time the Option is deemed exercised.

13. No Special Service Rights . No provision in this Option Agreement will be deemed to grant to Employee any right with respect to Employee’s continued service with, or other

engagement by, the Company or interfere in any way with the ability of the Company at any time to terminate Employee’s service or other engagement.

14. Interpretation of this Option Agreement . All decisions and interpretations made by the Managers with regard to any question arising under this Option Agreement will be binding and conclusive on all parties.

15. Choice of Law . This Option Agreement is to be governed by the internal law, and not the laws of conflicts, of the State of Georgia.

16. Successors and Assigns . Subject to Section 5, this Option Agreement is to bind and inure to the benefit of and be enforceable by Employee and Employee’s respective heirs, executors, personal representatives, successors and assigns and the Company and its respective successors and assigns.

17. Notices . Any notice provided for in this Option Agreement must be in writing and is to be either delivered by nationally recognized overnight carrier or by hand or by messenger, and shall be addressed to the intended recipient at such recipient’s address appearing in the Exhibits to the Operating Agreement or, at the Company’s principal office, in case of notices to the Company, or at such other address as such intended recipient party shall furnish to the sending party. Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered or when delivery is refused.

18. Severability . Whenever possible, each provision of this Option Agreement is to be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Option Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any particular jurisdiction, that invalidity, illegality or unenforceability is not to affect any other provision or any other jurisdiction, and this Option Agreement shall be reformed, construed and enforced in the particular jurisdiction as if the invalid, illegal or unenforceable provision had never been contained herein.

19. Complete Agreement . This Option Agreement embodies the complete agreement and understanding between the parties with respect to the subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, that may have related to the subject matter hereof in any way.

20. Amendment and Waiver . Subject to the next sentence, the provisions of this Option Agreement may be amended or waived only with the prior written consent of the Company and Employee, and no course of conduct or failure or delay in enforcing the provisions of this Option Agreement is to affect the validity, binding effect or enforceability of this Option Agreement. The Company unilaterally may waive any provision of this Option Agreement in writing to the extent that the waiver does not adversely affect the interests of Employee under this Option Agreement, but the waiver is not to operate as or be construed to-be a subsequent waiver of the same provision or a waiver of any other provision of this Option Agreement.

21. No Representations Contrary to this Option Agreement . The terms of Employee’s grant of the Option hereunder are set forth in this Option Agreement, which cannot be changed by the promises of any individual employee, officer, director or Manager of the

Company. Only the Company may change the terms of this Option Agreement, and then only through a written amendment made in accordance with Section 20 of this Option Agreement. No promises (oral or written) that are contrary to the terms of this Option Agreement are binding upon the Company or its Managers (whether such promises were made prior to the date hereof or are made after the date hereof).

22. Section 409A . It is intended that this Option be exempt from, or comply with, the requirements applicable to nonqualified deferred compensation subject to Section 409A of the Code. For purposes of this Option Agreement, any action taken with respect to the Option shall be undertaken in a manner that will not negatively affect the status of the Option as exempt from, or in compliance with, treatment as deferred compensation subject to Section 409A of the Code, unless such action otherwise complies with Section 409A of the Code to the extent necessary to avoid noncompliance. Notwithstanding the foregoing, neither the Company, the Managers nor any of their representatives or agents shall be liable to Employee in the event the Option fails to comply with, or otherwise be exempt from, Section 409A of the Code.

23. Operating Agreement . As a condition to the deemed exercise of the Option, Employee shall execute such documents that the Company may require to evidence the fact Employee agrees that Employee’s acquisition of the Class A Units is subject to the terms and conditions of the Operating Agreement, as amended from time to time, and that Employee shall be bound by the Operating Agreement in the same manner as if Employee were an original signatory thereto.

24. Administration . This Agreement shall be administered by the Managers. The Managers may from time to time adopt rules and regulations for carrying out the intent and operation of this Option. The determination of the Managers and its interpretation and construction of any provision of this Agreement shall be final and conclusive on Employee and the Manager’s interpretation and construction of any provision of the Option shall be final and conclusive on all persons.

25. Company Call Rights . The Company or its assignee shall have the option (but not the obligation) to repurchase all or any portion of the Class A Units delivered to Employee or Employee’s successor on Employee’s death pursuant to the terms of this Option, on the terms and conditions set forth below, on and after the termination of Employee’s service with the Company for any reason whatsoever (the “Termination Date”). The Company or its assignee may elect, on and after the Termination Date, to repurchase any of the Class A Units delivered to Employee or Employee’s successor on Employee’s death pursuant to the exercise of the Option by giving Employee or Employee’s successor on Employee’s death written notice of exercise of its repurchase right hereunder no earlier than six (6) months following the date the Option is deemed exercised (or such other date as is necessary to avoid adverse accounting consequences as the result of the Company’s repurchase right hereunder). The Company or its assignee shall have the option to repurchase the Class A Units from Employee or Employee’s successor on Employee’s death, as the case may be, at their then fair market value which is equal to the Liquidation FMV of the Class A Units as defined by the Equity Incentive Plan. “Liquidation FMV” under the Equity Incentive Plan means the amount that would be received in respect of such Class A Units if all of the Company’s assets were sold at fair market value and the proceeds distributed in complete liquidation of the Company. The Liquidation FMV shall be payable, at the option of the Company

or its assignee, by check or wire transfer. Notwithstanding the foregoing, the Company or its assignee shall have the right to pay all or any portion of the Liquidation FMV by issuing to Employee or Employee’s successor on Employee’s death an unsecured promissory note which shall accrue interest at the national prime rate as reflected in The Wall Street Journal on the date of exercise of the repurchase right and shall be payable in twelve (12) equal monthly installments of principal and interest, commencing one (1) month following the date of exercise of the repurchase right. Employee or Employee’s successor on Employee’s death hereby acknowledges that any Class A Units delivered to Employee or Employee’s successor on Employee’s death pursuant to the Option may not be sold or otherwise transferred other than as set forth in the Operating Agreement or by operation of law.”

26. Accord and Satisfaction . Employee agrees to be bound by this Option Agreement in order to receive the grant of the Option hereunder. By signing this Option Agreement, Employee accepts the grant of the Option described herein as a final accord and satisfaction of any and all rights Employee has, or may have, to acquire any Class A Units or other Membership Interests (as defined in the Operating Agreement) of the Company, or to receive an option to acquire the same, including without limitation any such rights conferred pursuant to any offer letter, employment agreement, option or similar agreement between the Company and Employee or pursuant to any other oral or written communication by the Company or its Managers, employees, officers or directors to Employee or otherwise.

27. General Release . For and in consideration of the grant of the Option hereunder, Employee hereby releases, acquits, and forever discharges the Company and all affiliates, parents, subsidiaries, partners, joint ventures, owners, and shareholders, and all of their officers, directors, employees, representatives, and agents, and all successors and assigns thereof (each a “Released Party”), from any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, which Employee now has, had, or may hereafter claim to have had against the Company or any other Released Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date Employee executes this Option Agreement.

The claims knowingly and voluntarily released herein include, but are not limited to, all (i) claims relating in any way to Employee’s employment with the Company, whether such claims are now known or are later discovered, including claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour laws, the Employee Retirement Income Security Act, (ii) claims for breach of contract or infliction of emotional distress, (iii) claims under any other federal or state law pertaining to employment or employment benefits, (iv) claims relating to any rights to acquire Class A Units or other Membership Interests in the Company or options to acquire same, and (v) any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in this Option Agreement shall be interpreted to release any claims which Employee may have for workers compensation benefits. Employee acknowledges that this Option Agreement may be pled as a complete defense and shall constitute a full and final bar to any claim based on any such act, omission, transaction, matter, or event

which has occurred or is alleged to have occurred up to the date Employee executes this Option Agreement.

Employee acknowledges that Employee has read and understands this Option Agreement, that Employee has been provided a period of twenty-one (21) calendar days to consider its terms, and that Employee has been advised in writing to discuss its terms with an attorney or other advisor before executing it. This Option Agreement will not become effective and enforceable until seven (7) days after Employee executes it. Employee further understands that Employee may revoke this Option Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to Chief Legal Officer, GreenSky Holdings, LLC, 5565 Glenridge Connector, Suite 700, Atlanta, GA 30342. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, Employee understands and agrees that, if Employee fails to sign this Option Agreement on or before the expiration of twenty-one (21) days after the day Employee received it, or if Employee revokes the Option Agreement before the expiration of the revocation period, this Option Agreement shall be canceled and void, and neither party shall have any rights or obligations arising under it, and Employee will not be entitled to receive any payments or benefits under this Option Agreement not otherwise payable absent this Option Agreement. Notwithstanding any other provision of this Option Agreement, the Option shall not be deemed exercised until the expiration of thirty (30) days after the date hereof. Any deemed exercise that would otherwise occur during such thirty (30) days shall be deemed to have occurred on the thirty-first (31st) day after the date hereof.

The parties are signing this Option Agreement as of the date stated above.

	COMPANY:

	GREENSKY HOLDINGS, LLC

	By:
	Name:
	Title:

	EMPLOYEE:



	Name:

Exhibit 10.25

GREENSKY HOLDINGS, LLC
EQUITY INCENTIVE PLAN

INCENTIVE UNITS GRANT AGREEMENT

THIS INCENTIVE UNITS GRANT AGREEMENT (this “ Agreement ”) is made as of [_____________ __], 201[__] (the “ Grant Date ”), by and among GREENSKY HOLDINGS, LLC, a Georgia limited liability company (the “ Company ”), and [_____________] (the “ Participant ”).

R E C I T A L S

A. The Company is governed by the Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as may be amended, restated, supplemented or otherwise modified from time to time (the “ Operating Agreement ”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Plan (defined below) or, if not in the Plan, in the Operating Agreement. Certain defined terms are set forth in Appendix I hereto. This Agreement is subject to the terms, conditions and restrictions set forth in the Plan.

B. The Company established the GreenSky Holdings, LLC Equity Incentive Plan, effective as of August 24, 2017, as may be amended, restated, supplemented or modified from time to time (the “ Plan ”).

C. The Participant is or will become a party to the Operating Agreement.

D. In consideration for the provision of services to or for the benefit of the Company, including through the provision of services to its Affiliates, by the Participant (the “ Service Provider ”), the Company shall grant to the Participant Incentive Units that will constitute Profits Interests in the Company.

E. The parties to this Agreement desire to impose certain vesting terms and conditions with respect to, and obligations to sell, the Incentive Units granted to the Participant.

A G R E E M E N T S

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

article i
GRANT OF INCENTIVE UNITS

1.1 Grant . Subject to the terms, conditions and restrictions contained in the Company Governing Documents, the Company hereby grants to the Participant [________] Incentive Units, which shall constitute Profits Interests in the Company. Such Incentive Units (the “ Unvested Incentive Units ”) granted to the Participant and the applicable vesting terms are set forth on the Award Schedule attached hereto as Exhibit A (the “ Award Schedule ”).

1.2 Risks . The Participant is aware of and understands the following:

(a) the Participant must bear the economic risk of the Incentive Units for an indefinite period of time because, among other things, (A) the Incentive Units have not been registered under the Securities Act, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act or an exemption from such registration is available, (B) the Incentive Units have not been registered under applicable state securities laws, and, therefore, cannot be sold unless they are registered under applicable state securities laws or an exemption from such registration is available, and (C) there are substantial restrictions on the transferability of the Incentive Units under this Agreement, the Plan, the Operating Agreement and applicable law, and substantial restrictions on distributions and withdrawals of capital from the Company;

(b) there is no established market for the Incentive Units and no market (public or otherwise) for the Incentive Units will develop in the foreseeable future; and

(c) except as provided in the Plan or the Operating Agreement, the Participant has no rights to require that the Incentive Units be registered under the Securities Act or the securities laws of any states and the Participant will not be able to avail himself or herself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act.

1.3 Information .

(a) This Agreement, together with the Plan and the Operating Agreement, are intended to qualify as a compensatory benefit plan within the meaning of Rule 701 of the Securities Act and the issuance of Incentive Units pursuant hereto is intended to qualify for the exemption from registration under the Securities Act provided by Rule 701; provided, that the foregoing shall not restrict or limit the Company’s ability to issue any Incentive Units pursuant to any other exemption from registration under the Securities Act available to the Company and to designate any such issuance as not being subject to Rule 701.

(b) Further to Section 1.2 , the Participant (i) agrees to furnish to the Company, all information that the Company has requested in this Agreement, or may hereafter reasonably request, (ii) represents and warrants that the Participant, alone or together with its representatives, possesses such expertise, knowledge and sophistication in financial and business matters generally, and in the type of transactions in which the Company proposes to engage in particular, that the Participant is capable of evaluating the merits and economic risks of acquiring and holding the Incentive Units, (iii) agrees to notify the Administrator of any change in any such information occurring at any time prior to the dissolution or the termination of the Company, (iv) represents and warrants that this Agreement, the Plan and the Operating Agreement constitute the legal, valid and binding obligation of the Participant, enforceable in accordance with their respective terms, and the execution, delivery and performance of this Agreement, the Plan and the Operating Agreement by the Participant, the performance of the Participant’s obligations under this Agreement, the Plan and the Operating Agreement and the performance and consummation by the Participant of the transactions contemplated hereby and thereby, will not result in the breach of any of the terms or conditions of, or constitute a default under any agreement or arrangement the Participant has entered into with any party or any judgment, order or decree to which the

Participant is subject, (v) represents and warrants that the Incentive Units to be acquired by the Participant pursuant to this Agreement will be acquired for the Participant’s individual account, (vi) represents and warrants that the Participant has had an opportunity to ask questions and receive answers concerning the terms of the Incentive Units, (vii) represents and warrants that the Participant has had an opportunity to consult with independent legal counsel regarding its rights and obligations under this Agreement, and fully understands the terms and conditions contained herein, and the Participant has obtained advice from persons other than the Company and its counsel regarding the tax effects of the transactions contemplated hereby, and (viii) represents and warrants that the Participant understands that it is responsible for the tax consequences relating to the receipt and ownership of the Incentive Units.

1.4 Joinder to Operating Agreement . The grant of Incentive Units described in this Agreement shall occur on the Grant Date subject to the execution and delivery by the Participant to the Company of a counterpart signature page to the Operating Agreement in the form attached hereto as Exhibit B on or prior to the Grant Date (unless the Participant is already a party to the Operating Agreement).

1.5 Protective Section 83(b) Election . As a further condition to the grant of Unvested Incentive Units under this Agreement, no later than thirty (30) days following the Grant Date, the Participant shall execute and file with the Internal Revenue Service an election under Section 83(b) of the Code substantially in the form attached hereto as Exhibit C , with respect to such Unvested Incentive Units, in accordance with Section 4(e) of the Plan, and the Participant shall provide the Company with a copy of such executed and filed election promptly thereafter, along with a copy of proof of mailing; provided , however , that if the Participant refuses or fails to timely file such election pursuant to Section 83(b) of the Code, the Participant will forfeit the Unvested Incentive Units granted under this Agreement, this Agreement shall be null and void ab initio and of no force or effect, and the Company shall have no obligations to the Participant with respect to the forfeited Unvested Incentive Units.

1.6 General Release .

(a) For and in consideration of the grant of the Incentive Units hereunder, the Participant hereby releases, acquits, and forever discharges the Company and its Affiliates, parents, subsidiaries, partners, joint venturers, owners, and members, and all of their officers, directors, employees, representatives, and agents, and all successors and assigns thereof (each a “Released Party”), from any and all claims, charges, complaints, demands, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, entitlements, costs, losses, debts, and expenses (including attorneys’ fees and legal expenses), of any nature whatsoever, known or unknown, which the Participant now has, had, or may hereafter claim to have had against the Company or any other Released Party, of any kind or nature whatsoever, arising from any act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date the Participant executes the applicable Grant Agreement.

(b) The claims knowingly and voluntarily released herein include, but are not limited to, all (i) claims relating in any way to the Participant’s employment with the Company or any Affiliate, whether such claims are now known or are later discovered, including claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C.

§ 1981, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act or other federal or state wage and hour laws, and the Employee Retirement Income Security Act of 1974, as amended, (ii) claims for breach of contract or infliction of emotional distress, (iii) claims under any other federal or state law pertaining to employment or employment benefits, (iv) claims relating to any rights to acquire Class A Units or Incentive Units or other Membership Interests in the Company or options to acquire same, and (v) any other claims of any kind based on any contract, tort, ordinance, regulation, statute, or constitution; provided, however, that nothing in this Agreement shall be interpreted to release any claims which the Participant may have for workers compensation benefits. The Participant acknowledges that this Agreement may be pled as a complete defense and shall constitute a full and final bar to any claim based on any such act, omission, transaction, matter, or event which has occurred or is alleged to have occurred up to the date the Participant executes this Agreement.

(c) The Participant acknowledges that the Participant has read and understands this Agreement, that the Participant has been provided a period of twenty-one (21) calendar days to consider its terms, and that the Participant has been advised in writing to discuss its terms with an attorney or other advisor before executing it. This Agreement will not become effective and enforceable until seven (7) days after the Participant executes it. The Participant further understands that the Participant may revoke this Agreement within seven (7) calendar days after having signed it by delivering written notice of revocation to Steve Fox, General Counsel. If the end of such revocation period falls on a Saturday, Sunday or legal holiday in the State of Georgia, the revocation period shall be extended until the next day that is not a Saturday, Sunday or legal holiday in the State of Georgia. Notwithstanding anything contained herein to the contrary, the Participant understands and agrees that, if the Participant fails to sign this Agreement on or before the expiration of twenty-one (21) days after the day the Participant received it, or if the Participant revokes the Agreement before the expiration of the revocation period, this Agreement shall be canceled and void, and neither party shall have any rights or obligations arising under it, and the Participant will not be entitled to receive any payments or benefits under this Agreement not otherwise payable absent this Agreement.

ARTICLE II
PROFITS INTERESTS; VESTING

2.1 Nature as Profits Interests .

(a) The Company and the Participant intend that all Incentive Units granted under this Agreement qualify upon issuance as “profits interests” in the Company within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, or any successor Internal Revenue Service or Treasury Department regulation or other pronouncement applicable at the date of grant. Distributions to Members holding Incentive Units pursuant to Article VI of the Operating Agreement will be limited to the extent necessary so that each Incentive Unit granted under this Agreement qualifies as a “profits interest” under Rev. Proc. 93-27 and the provisions of the Company Governing Documents shall be interpreted and applied accordingly. In the event that Distributions to a Member holding Incentive Units qualifying as Profits Interests pursuant to Article VI of the Operating Agreement are limited as a result of the first sentence of this Section 2.1(a) or because the Incentive Units are not then Vested Incentive Units, the Administrator is authorized to adjust future Distributions to the Members in whatever manner it deems appropriate

so that, after such adjustments are made, each Member receives, to the maximum extent possible, an amount of Distributions equal to the amount of Distributions such Member would have received were such sentence not part of this Agreement, subject to treatment of such Incentive Units as Profits Interests. The Incentive Units are being issued by the Company for the provision of services to or for the benefit of the Company and for no other consideration.

(b) The initial Capital Account of the Participant under the Operating Agreement with respect to the Incentive Units granted to the Participant under this Agreement shall be $0. The Incentive Units shall in all other respects have the attributes set forth in the Operating Agreement for Profits Interests.

(c) For so long as Revenue Procedure 2001-43, 2001-2 C.B. 191 and Revenue Procedure 93-27 are effective, the Company and the Participant hereby agree to comply with the provisions of Revenue Procedures 2001-43 and 93-27, and neither the Company nor the Participant shall perform any act or take any position inconsistent with the application of Revenue Procedures 2001-43 and 93-27.

(d) By becoming party to this Agreement, the Participant agrees to take such actions as may be required by any authority that may be issued in the future with respect to the taxation of “profits interests” transferred in connection with the performance of services to conform the tax consequences to the Participant as closely as possible to the consequences under Revenue Procedure 93-27 and Revenue Procedure 2001-43.

(e) The Participant authorizes the Administrator to amend, restate, supplement or otherwise modify this Agreement to the extent necessary to achieve substantially the same tax treatment with respect to any Profits Interest in the Company transferred to the Participant by the Company in connection with services provided by the Participant to the Company, or its Affiliates as is set forth in, as applicable, Revenue Procedure 93-27, Revenue Procedure 2001-43 or any subsequently issued guidance described in this Section 2.1(e).

(f) Each Incentive Unit issued by the Company is intended to be a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43 (and will be accounted for by the Company and the Members in accordance therewith) and is issued with the intention that, under current interpretations of the Code, the Participant will not realize income upon the issuance of such Incentive Unit, and neither the Company nor any Member will be entitled to any deduction, either immediately or through depreciation or amortization, as a result of the issuance of such Incentive Unit. Therefore, if the Company is liquidated immediately after issuance of such Incentive Unit, before any appreciation occurred in the value of the Company’s assets, and all of the Company’s assets sold at fair market value and the proceeds distributed in complete liquidation of the Company, the Participant would not be entitled to receive any share of the proceeds of liquidation in respect of the Incentive Units issued by the Company hereunder.

2.2 Profits Interest Threshold . The Unvested Incentive Units have the Profits Interest Threshold set forth on the Award Schedule. The Participant, by signing this Agreement or by accepting the grant, agrees to comply with all requirements of the Safe Harbor Election. The Participant agrees that (i) the Company is authorized and directed to elect the Safe Harbor described in the proposed Revenue Procedure contained in the Notice 2001-43 and (ii) the

Company and the Participant agree to comply with all of the requirements of the Safe Harbor described in the proposed Revenue Procedure with respect to all interests transferred in connection with the performance of services while the election is in effect. The Participant and the Company agree not to report the income tax effects of the Safe Harbor Partnership Interest (as defined in the proposed Revenue Procedure Notice) to the U.S. tax authorities in a manner inconsistent with the requirements of the proposed Revenue Procedure, including the failure to provide appropriate information returns. The Participant acknowledges that the Notice contains a proposed Revenue Procedure and that the Notice and Revenue Procedure may undergo changes prior to their finalization. The Participant hereby irrevocably grants to the Administrator a power-of-attorney coupled with an interest to amend this Agreement to conform to any changes to the Notice reflected in the finalized Notice and/or Revenue Procedure in order to permit the Company and the Participant to qualify for the Safe Harbor election.

2.3 Vesting of Incentive Units . Subject to the Company Governing Documents, the Unvested Incentive Units shall become Vested Incentive Units as specified in the Award Schedule if the Participant remains in the continuous service of the Company or any Affiliate thereof from the date hereof until the respective vesting date. For purposes of this Agreement, the continuous service of the Participant with the Company or any of its Affiliates shall not be deemed interrupted, and the Participant shall not be deemed to have ceased to provide services to the Company or any of its Affiliates, by reason of the transfer of his or her service among the Company or any of its Affiliates or from employment to other service or from other service to employment.

2.4 Power of Attorney . The Participant hereby grants any Person or Persons designated by the Administrator, a power of attorney irrevocably granting such Person or Persons acting at the direction of the Administrator, to execute (i) all documents as may be necessary to effectuate the purposes of this Agreement, (ii) any other agreements, instruments and other documents as necessary to document any actions taken by the Company pursuant to this Agreement or the Operating Agreement, and (iii) such other agreements, instruments and other documents as reasonably requested by the Administrator. Such power of attorney shall be deemed to be coupled with an interest, shall be irrevocable, and shall survive the bankruptcy, dissolution, death, incapacity, liquidation or any other event affecting the Participant.

2.5 Voting Rights . Except as required by law or otherwise provided in the Operating Agreement, the holders of Incentive Units that constitute Profits Interests shall have no right to vote for any purpose, shall not be entitled to vote on any matter, to give or withhold consent on any matter with respect to such Incentive Units, and shall not be entitled to notice of any meeting of Members.

ARTICLE III
FORFEITURE OF INCENTIVE UNITS

3.1 Forfeiture of Incentive Units .

(a) Notwithstanding any other provisions of this Agreement to the contrary, upon a Termination of Service, all Unvested Incentive Units that have not vested in accordance with Section 2.3 as of the date of Termination of Service, shall expire and automatically be forfeited and canceled in their entirety without any consideration to the Participant.

(b) Notwithstanding any other provisions of this Agreement to the contrary, upon a Termination of Service for Cause, all Incentive Units granted under this Agreement (whether vested or unvested in accordance with Section 2.3 as of the date of Termination of Service) shall expire and automatically be forfeited and canceled in their entirety without any consideration to the Participant.

ARTICLE IV
RESTRICTIONS ON ACTIVITIES

4.1 Transfer Restrictions . The transfer restrictions set forth in Article VIII of the Operating Agreement shall be applicable to the Incentive Units granted under this Agreement and are incorporated by reference herein. The Incentive Units may not be sold or otherwise Transferred other than as set forth in the Operating Agreement.

ARTICLE V
PURCHASE RIGHTS

5.1 Purchase Rights .

(a) The Participant’s Vested Incentive Units shall be subject to any repurchase or other rights that the Company may have pursuant to the provisions of the Operating Agreement and/or the Plan.

(b) The Company also shall have the right (but not the obligation) to purchase all of the Participant’s Vested Incentive Units upon the terms and conditions set forth herein following the Participant’s Termination of Service with the Company and its Affiliates for any reason other than Cause. The Company or its assignees shall have the right, but not the obligation, by written notice to the Participant, delivered no earlier than such date as is necessary to avoid adverse accounting consequences as the result of the Company’s repurchase right hereunder, to call all of the Vested Incentive Units at the Liquidation FMV of such Vested Incentive Units as of the date of the call. The price to be paid for such Vested Incentive Units shall be payable by the Company, in its discretion, in a single lump sum in cash or by promissory note which shall accrue interest at the national prime lending rate as published in The Wall Street Journal on the date of the call and be payable in twelve (12) equal monthly installments of principal and interest, commencing one month following the date of the call.

ARTICLE VI
MISCELLANEOUS PROVISIONS

6.1 Termination and Amendment of the Agreement .

(a) This Agreement shall be terminated:

(i) by the Company with the approval of the Administrator and the written consent of the Participant; or

(ii) if determined by the Administrator, immediately prior to or following consummation of a Liquidity Event; provided , that any payments required to be made

to the Participant with respect to the Incentive Units granted pursuant to this Agreement are received by the Participant in connection with such Liquidity Event.

(b) This Agreement and this award of Incentive Units may be amended, restated, supplemented or otherwise modified by the Administrator, consistent with the provisions of the Company Governing Documents and, in addition, may amend the award of Incentive Units prospectively or retroactively and compliance with any term hereof may be waived, by the Company with the written approval of the Administrator at any time; provided , however , that no such amendment, restatement, supplement or other modification shall materially adversely affect the Participant’s interests granted hereunder without the prior written consent of the Participant, and notwithstanding the foregoing the Participant’s consent shall not be required with respect to an amendment that is deemed necessary by the Company to ensure exemption from or compliance with Section 409A of the Code. Any amendment to the Company Governing Documents shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto.

6.2 Termination of Status as Member . From and after the date that the Participant ceases to own any Incentive Units, the Participant shall cease to be a Participant under the Plan for the purposes of this Agreement and all rights that the Participant may have hereunder shall terminate, except for any rights with respect to matters contemplated hereby after such date and except for breaches occurring prior to such time. For the purposes of the preceding sentence, the Participant shall be deemed to own all Incentive Units owned by the Participant’s Permitted Transferees.

6.3 Transferability . Except as provided in the Company Governing Documents, the Unvested Incentive Units granted under this Agreement are not Transferable by the Participant. Any purported Transfer inconsistent with the terms of the Company Governing Documents shall cause the Unvested Incentive Units to be immediately forfeited, and the Participant will have no further rights with respect to the Unvested Incentive Units.

6.4 Distribution, Voting and Other Rights . The Participant will have all of the rights of a Member with respect to the Incentive Units granted hereunder in accordance with the terms and conditions of the Operating Agreement.

6.5 Compliance with Law . The Company shall make reasonable efforts to comply with all applicable U.S. federal and state securities laws; provided , however , that notwithstanding any other provision of the Operating Agreement, the Plan or this Agreement, the Company shall not be obligated to issue any of the Incentive Units covered by this Agreement if the issuance thereof would result in violation of any such law.

6.6 Adjustments . Subject to the terms and conditions of the Company Governing Documents, the Administrator shall make or provide for such adjustments in the number of Unvested Incentive Units granted or outstanding hereunder and in the applicable Profits Interest Threshold of such Incentive Units, as is equitably required in order to prevent dilution or expansion of the rights of the Participant that otherwise would result from any Membership Unit splits, recombinations, etc., in accordance with the Company Governing Documents. For the avoidance

of doubt, the issuance of additional Membership Units in the Company will not trigger any adjustments pursuant to this Section 6.6 .

6.7 Relation to Other Benefits . Any economic or other benefit to the Participant under this Agreement or the Company Governing Documents shall not be taken into account in determining any benefits to which the Participant may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or any Affiliate thereof and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or any Affiliate thereof.

6.8 Relation to the Plan and the Company Governing Documents . In the event of any inconsistency between the provision of this Agreement and the Company Governing Documents, the other Company Governing Documents shall govern.

6.9 Compliance with Section 409A of the Code . This Agreement is intended to be exempt from or comply with, and shall be administered in a manner that is intended to be exempt from or comply with, Section 409A of the Code and shall be construed and interpreted in accordance with such intent; to the extent that a payment and/or benefit is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Any provision of this Agreement that would cause a payment and/or benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code). Notwithstanding the foregoing, the Company and its Affiliates shall not be liable to any Participant or any other Person if an award of Incentive Units fails to be exempt from or comply with Section 409A of the Code.

6.10 Notices . All notices required hereunder shall be delivered to the following respective addresses:

(a)

GreenSky Holdings, LLC

5565 Glenridge Connector, Suite 700

Atlanta, GA 30342

Attention: Chief Legal Officer

With a copy to (which copy shall not constitute notice):

Troutman Sanders LLP

600 Peachtree Street NE, Suite 5200

Atlanta, Georgia 30308-2216

Attention: Jeffery R. Banish, Esq.

(b) The Participant, at its address as then shown in the Company’s records or to such other address as the Participant may have furnished to the Company.

(c) Notices shall be in writing and shall be sent by facsimile or pdf e-mail, by mail (postage prepaid, registered or certified, by United States mail, return receipt requested), by nationally recognized private courier or by personal delivery. Notices shall be effective, (i) if sent by facsimile, when transmitted, (ii) if sent by pdf e-mail, when transmitted, (iii) if by nationally recognized private courier, when deposited with the private courier, (iv) if mailed, when deposited in the mail, and (v) if personally delivered, the earlier of when delivery is made or first refused. Any Person may change address for the delivery of notices by written notice served in accordance with the provisions hereof.

6.11 Miscellaneous . The use of the singular or plural or masculine, feminine or neuter gender shall not be given an exclusionary meaning and, where applicable, shall be intended to include the appropriate number or gender, as the case may be.

6.12 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one instrument. Facsimile and pdf e-mail signatures shall have the same legal effect as manual signatures.

6.13 Entire Agreement . This Agreement, the Plan and the Operating Agreement constitute the entire agreement between and among the parties with respect to the subject matter hereof and thereof. No promises, statements, understandings, representations, or warranties of any kind, whether oral or in writing, express or implied have been made to the Participant by any Person to induce the Participant to enter into this Agreement other than the express terms set forth in this Agreement, the Plan, and the Operating Agreement, and the Participant is not relying upon any promises, statements, understandings, representations, or warranties other than those expressly set forth in this Agreement, the Plan, and the Operating Agreement. Any amendments to this Agreement must be made in writing and duly executed by each of the parties entitled to adopt said amendment as provided in Section 6.1 or by an authorized representative or agent of each such party. The Participant hereby acknowledges and represents that he or she has had the opportunity to consult with independent legal counsel or other advisor of his or her choice and has done so regarding their rights and obligations under this Agreement, that he or she is entering into this Agreement knowingly, voluntarily, and of his or her own free will, that he or she is relying on his or her own judgment in doing so, and that he or she fully understands the terms and conditions contained herein.

6.14 Incentive Units Subject to Plan and Operating Agreement . By entering into this Agreement the Participant agrees and acknowledges that (a) the Participant has received and read a copy of the Plan and the Operating Agreement, and (b) the Incentive Units are subject to the Plan and the Operating Agreement, the terms and provisions of each of which are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan or the Operating Agreement, the applicable terms and provisions of the Plan or the Operating Agreement will govern and prevail.

6.15 Withholding . The Participant may be required to pay to the Company or any of its Affiliates, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from any payment due or transfer made under this Agreement, under the Plan or from any other amount owing to the Participant, the amount (in cash or, at the election of the Company,

securities or other property) of any applicable federal, state, local or foreign withholding taxes in respect of an Incentive Unit or any payment or transfer under this Agreement or the Plan and to take such other action as may be necessary in the opinion of the Administrator to satisfy all obligations for the payment of such taxes.

6.16 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, representatives, successors and permitted assigns.

6.17 Enforcement . The failure of any party hereto to insist in one or more instances on performance by another party hereto of any obligation, condition or other term of this Agreement in strict accordance with the provisions hereof shall not be construed as a waiver of any right granted hereunder or of the future performance of any obligation, condition or other term of this Agreement in strict accordance with the provisions hereof, and no waiver with respect thereto shall be effective unless contained in a writing signed by or on behalf of the waiving party. The remedies in this Agreement shall be cumulative and are not exclusive of any other remedies provided by law.

6.18 Governing Law . This Agreement and any and all claims or causes of action, disputes, controversies or legal proceedings (whether in contract, tort, equity or under any other theory) arising out of, under, pursuant to, or in any way relating to this Agreement or the transactions contemplated hereby or the negotiation, execution, performance or enforcement hereof, including any and all claims (whether in contract, tort, equity or under any other theory) as to the scope, validity, enforcement, interpretation, construction, and effect hereof, shall be governed by and enforced with the laws of the State of Georgia, without regard to the conflicts of law principles that would result in the application of any law other than the law of the State of Georgia.

6.19 Severability . If any provision of this Agreement is, becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or award, or would disqualify any award under any law deemed applicable by the Administrator, such provision shall be constructed or deemed amended to conform to all applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Administrator, materially altering the intent of this Agreement or the award, such provision shall be stricken as to such jurisdiction, Person or award and the remainder of this Agreement and any such award shall remain in full force and effect.

6.20 No Contract of Employment . Neither this Agreement nor any award granted under this Agreement shall confer upon the Participant any right to employment or other service or continuance of employment or other service by the Company or any of its Affiliates. This Agreement does not constitute a contract of employment or a contract of services or impose on the Company or any of its Affiliates any obligations to retain the Participant as an employee or a service provider of the Company or any of its Affiliates, to change the status of his or her service, or to change the Company’s or any of its Affiliates’ policies regarding termination of employment or service.

6.21 Captions . The article or section titles or captions contained in this Agreement are for convenience only and are not to be considered in the construction or interpretation of this Agreement or any provision thereof.

6.22 No Third-Party Rights . Nothing in this Agreement shall be construed to grant rights to any Person who is not a party to this Agreement.

6.23 Rule of Construction . The parties acknowledge and agree that each has negotiated and reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to its revisions. The parties further agree that the rule of construction that a contract shall be construed against the drafter shall not be applied. The word “including” means “including, without limitation.”

6.24 Arbitration . Other than the Company’s right to seek injunctive relief or specific performance as provided in this Agreement, any dispute, controversy, or claim (whether sounding in contract, tort, equity or other theory) between any party hereto, on the one hand, and any other party hereto, on the other hand, arising out of, under, pursuant to, or in any way relating to this Agreement or the negotiation thereof shall be submitted to and resolved by confidential and binding arbitration (“ Arbitration ”), administered by the American Arbitration Association (“ AAA ”) and conducted pursuant to the rules then in effect of the AAA governing commercial disputes. The Arbitration hearing shall take place in Atlanta, Georgia. Such Arbitration shall be before three (3) neutral arbitrators (the “ Panel ”) licensed to practice law and familiar with commercial dispute. Any award rendered in any Arbitration shall be final and conclusive upon the parties to the Arbitration and not subject to judicial review, and the judgment thereon may be entered in the highest court of the forum (state or federal) having jurisdiction over the issues addressed in the Arbitration, but entry of such judgment will not be required to make such award effective. The Panel may enter a default decision against any party who fails to participate in the Arbitration. Subject to Section 6.25 , the administration fees and expenses of the Arbitration shall be borne 50% by the Company and 50% by the Participant; provided , that each party shall pay for and bear the cost of his/her/its own experts, evidence, and attorney’s fees, except that, in the discretion of the Panel, any award may include the costs of a party’s counsel and/or its share of the expense of Arbitration if the Panel expressly determines that an award of such costs is appropriate to the party whose position substantially prevails in such Arbitration. Notwithstanding any other provision of this Agreement, no party shall be entitled to an award of special, punitive, or consequential damages. To submit a matter to Arbitration, the party seeking redress shall notify in writing, in accordance with Section 6.10 of this Agreement, the party against whom such redress is sought, describe the nature of such claim, the provision of this Agreement that has been allegedly violated and the material facts surrounding such claim. The Panel shall render a single written, reasoned decision. The decision of the Panel shall be binding upon the parties to the Arbitration, and after the completion of such Arbitration, the parties to the Arbitration may only institute litigation regarding the Agreement for the sole purpose of enforcing the determination of the Arbitration hearing or, with respect to the Company, to seek injunctive or equitable relief. The Panel shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement to arbitrate, including any claim that all or part of this Agreement is void or voidable and any claim that an issue is not subject to arbitration. All proceedings conducted pursuant to this agreement to arbitrate, including any order,

decision or award of the arbitrator, shall be kept confidential by all parties except to the extent such disclosure is required by law, or in a proceeding to enforce any rights under this Agreement.

THE PARTICIPANT ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, HE OR SHE IS WAIVING ANY RIGHT THAT HE OR SHE MAY HAVE TO A JURY TRIAL OR A COURT TRIAL RELATED TO THIS AGREEMENT.

6.25 Recovery of Attorney’s Fees . In the event any party commences any arbitration, proceeding or litigation at law or in equity related to this Agreement, following the final adjudication of such arbitration, proceeding or litigation, the party whose position substantially prevails shall be entitled to recover its reasonable attorneys’ fees and other costs incurred in connection with such arbitration, proceeding or litigation.

[ The remainder of this page is intentionally left blank .]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	GREENSKY HOLDINGS, LLC

	By:
	Name:
	Title:

	PARTICIPANT


	Name:
	Address:

APPENDIX I

Certain Defined Terms

(a) “ Safe Harbor Election ” means the election described in Prop. Reg. §1.83-3(l)(1)(i) and Notice 2005-43, 2005-24 IRB 1221 or subsequently issued guidance.

(b) “ Sale of the Business ” shall have the same meaning ascribed to such term in the Operating Agreement.

(c) “ Termination of Service ” means the termination of the employment or other services of the Service Provider with the Company and its Affiliates, including termination of the Service Provider’s Services Agreement, such that thereafter the Service Provider is no longer employed by or providing services to the Company or any of its Affiliates.

Exhibit A

AWARD SCHEDULE

Participant		Number of Incentive Units		Profits Interest Threshold
[______]		[___________] Incentive Units shall vest in equal annual installments on the first day of the calendar month which includes the first(1st), second(2nd), third(3rd), fourth(4th) and fifth (5th) anniversaries of the Grant Date; notwithstanding the foregoing, all of the Incentive Units shall become vested in full (to the extent not vested previously) on a Sale of the Business provided the Participant remains in the continuous service of the Company or an Affiliate from the date hereof until the date of such Sale of the Business.		$[___]

Exhibit B

COUNTERPART SIGNATURE PAGE TO
LLC AGREEMENT

By execution of this Counterpart Signature Page, the undersigned does hereby become a party to and agrees to be bound by the provisions of the Amended and Restated Operating Agreement of GreenSky Holdings, LLC, dated as of August 24, 2017, as it may be amended, restated, supplemented or otherwise modified from time to time (the “ Operating Agreement ”), by and among the parties listed on the signature pages thereto, and the undersigned hereby authorizes GreenSky Holdings, LLC to append this Counterpart Signature Page to the Operating Agreement as evidence thereof. Please send a scanned copy of this signed Counterpart Signature Page via electronic mail, as specified below.

	By:
		Name:
		Title:

	Address:





	Attn: Steve Fox, Chief Legal Officer for GreenSky

	Telephone No.: 404-###-####

	Electronic Mail: ###########@greenskycredit.com

Copy 1: IRS File Copy

Exhibit C

PROTECTIVE SECTION 83(B) ELECTION

[________ __], 201[_]

Department of the Treasury

Internal Revenue Service Center

Ladies and Gentlemen:

I hereby make an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to my interest in the limited liability company described below. Although the interest with respect to which this election is made qualifies as a “partnership profits interest,” I make this election on a “protective” basis, notwithstanding the fact that the IRS has announced in Revenue Procedure 93-27 and Revenue Procedure 2001-43 that, in general, the receipt of a partnership profit interest will not be treated as a taxable event, in case it is ever determined that the interest does not so qualify. The following information is submitted as required by Treas. Reg. § 1.83-2(e):

(1)	Name of Taxpayer:
	Address:

	EIN No.:

(2)

Description of property with respect to which the election is being made: The election is being made with respect to [________] Incentive Units (the “ Incentive Units ”) of GreenSky Holdings, LLC (the “ Company ”).

(3)

The date on which the Incentive Units were transferred is [__________ __], 201[__]. The taxable year to which this election relates is calendar year 201[__].

(4)

Restrictions to which property is subject: Among other restrictions, the Incentive Units are subject to vesting conditions relating to continued service with the Company and its Affiliates.

(5)

The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of my membership interest in the Company with respect to which this election is being made is $0 per Incentive Unit.

(6)

The amount paid by me for my Incentive Units in the Company was $0 per Incentive Unit.

(7)

The amount I will include in income as the result of this election is $0.

(8)

A copy of this election has been furnished to the Company.

A copy of this election will be submitted to the Internal Revenue Service with my federal income tax return for the year ending 201[__]. Please acknowledge receipt of this letter by signing or stamping the enclosed copy of this letter and return it in the enclosed, self-addressed, stamped envelope.

Dated: [__________ ___], 201[__]


	Name:

Copy 2: IRS Acknowledgement

ATTENTION IRS! Date stamp & return to taxpayer this 83(b) Election Acknowledgment Copy (per IRM 21.1.7.6)

Exhibit C

PROTECTIVE SECTION 83(B) ELECTION

[________ __], 201[_]

Department of the Treasury

Internal Revenue Service Center

Ladies and Gentlemen:

(1)	Name of Taxpayer:
	Address:

	EIN No.:

(2)	Description of property with respect to which the election is being made: The election is being made with respect to [_______________] Incentive Units (the “ Incentive Units ”) of GreenSky Holdings, LLC (the “ Company ”).

(3)

The date on which the Incentive Units were transferred is [____________ ___], 201[__]. The taxable year to which this election relates is calendar year 201[__].

(4)

Restrictions to which property is subject: Among other restrictions, the Incentive Units are subject to vesting conditions relating to continued service with the Company and its Affiliates.

(5)

(6)

The amount paid by me for my Incentive Units in the Company was $0 per Incentive Unit.

(7)

The amount I will include in income as the result of this election is $0.

(8)

A copy of this election has been furnished to the Company.

A copy of this election will be submitted to the Internal Revenue Service with my federal income tax return for the year ending 201[_]. Please acknowledge receipt of this letter by signing or stamping the enclosed copy of this letter and return it in the enclosed, self-addressed, stamped envelope.

Dated: [___________ ___], 201[__]


	Name:

Copy 3: Company

Exhibit C

PROTECTIVE SECTION 83(B) ELECTION

[________ __], 201[_]

Department of the Treasury

Internal Revenue Service Center

Ladies and Gentlemen:

(1)	Name of Taxpayer:
	Address:

	EIN No.:

(2)	Description of property with respect to which the election is being made: The election is being made with respect to [_______________] Incentive Units (the “ Incentive Units ”) of GreenSky Holdings, LLC (the “ Company ”).

(3)

The date on which the Incentive Units were transferred is [____________ ___], 201[__]. The taxable year to which this election relates is calendar year 201[__].

(4)

Restrictions to which property is subject: Among other restrictions, the Incentive Units are subject to vesting conditions relating to continued service with the Company and its Affiliates.

(5)

(6)

The amount paid by me for my Incentive Units in the Company was $0 per Incentive Unit.

(7)

The amount I will include in income as the result of this election is $0.

(8)

A copy of this election has been furnished to the Company.

Dated: [___________ ___], 201[__]


	Name:

Copy 4: Taxpayer

Exhibit C

PROTECTIVE SECTION 83(B) ELECTION

[________ __], 201[_]

Department of the Treasury

Internal Revenue Service Center

Ladies and Gentlemen:

(1)	Name of Taxpayer:
	Address:

	EIN No.:

(2)	Description of property with respect to which the election is being made: The election is being made with respect to [_______________] Incentive Units (the “ Incentive Units ”) of GreenSky Holdings, LLC (the “ Company ”).

(3)

The date on which the Incentive Units were transferred is [____________ ___], 201[__]. The taxable year to which this election relates is calendar year 201[__].

(4)

Restrictions to which property is subject: Among other restrictions, the Incentive Units are subject to vesting conditions relating to continued service with the Company and its Affiliates.

(5)

(6)

The amount paid by me for my Incentive Units in the Company was $0 per Incentive Unit.

(7)

The amount I will include in income as the result of this election is $0.

(8)

A copy of this election has been furnished to the Company.

Dated: [___________ ___], 201[__]


	Name:

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-224505) (the “Registration Statement”) of GreenSky, Inc. of our report dated March 27, 2018 relating to the financial statement of GreenSky, Inc., which appears in the Registration Statement. We also consent to the reference to us under the heading “Experts” in the Registration Statement.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
May 4, 2018

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-224505) (the “Registration Statement”) of GreenSky, Inc. of our report dated March 27, 2018 relating to the financial statements of GreenSky Holdings, LLC, which appears in the Registration Statement. We also consent to the reference to us under the heading “Experts” in the Registration Statement.

/s/ PricewaterhouseCoopers LLP

Atlanta, Georgia
May 4, 2018