AFFIRM HOLDINGS, INC. AND Wilmington Trust, National Association, as Trustee INDENTURE Dated as of November 23, 2021 0% Convertible Senior Notes due 2026Indenture • November 23rd, 2021 • Affirm Holdings, Inc. • Services-business services, nec • New York
INDENTURE dated as of November 23, 2021 between AFFIRM HOLDINGS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
●] Shares AFFIRM HOLDINGS, INC. CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 5th, 2021 • Affirm Holdings, Inc. • Services-business services, nec • New York
The undersigned understands that Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Allen & Company LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Affirm Holdings, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Class A common stock, par value $0.00001 per share, of the Company (the “Class A Common Stock” and, together with the Class B common stock, par value $0.00001 per share, of the Company (the “Class B Common Stock”), the “Common Stock”).
ContractAffirm Holdings, Inc. • December 14th, 2020 • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
ContractAffirm Holdings, Inc. • December 14th, 2020 • Services-business services, nec • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
TRANSACTION AGREEMENT Dated as of November 10, 2021 by and between AFFIRM HOLDINGS, INC. and AMAZON.COM SERVICES LLCTransaction Agreement • November 10th, 2021 • Affirm Holdings, Inc. • Services-business services, nec • Delaware
This TRANSACTION AGREEMENT, dated as of November 10, 2021 (this “Agreement”), is by and between Affirm Holdings, Inc., a Delaware corporation (the “Company”), and Amazon.com Services LLC, a Delaware limited liability company (“Amazon”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 18th, 2020 • Affirm Holdings, Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of [FULL DATE], by and between Affirm Holdings, Inc., a Delaware corporation (the “Company”), and [NAME OF INDEMNITEE] (“Indemnitee”).
AFFIRM HOLDINGS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • December 14th, 2020 • Affirm Holdings, Inc. • Services-business services, nec • California
This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of September 11, 2020 (the “Effective Date”), by and among Affirm Holdings, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s Preferred Stock listed on Exhibit A attached hereto (the “Investors”).
SECOND AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK and AFFIRM, INC. Dated as of November 1, 2020Loan Program Agreement • December 22nd, 2020 • Affirm Holdings, Inc. • Services-business services, nec • New York
THIS SECOND AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 1, 2020 (the “Effective Date”), by and between CROSS RIVER BANK, an FDIC-insured New Jersey state chartered bank (“Bank”) and AFFIRM, INC., a Delaware corporation (“Platform Agent”).
ContractAffirm Holdings, Inc. • December 14th, 2020 • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
ContractAdoption Agreement • December 14th, 2020 • Affirm Holdings, Inc. • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
LOAN SALE AGREEMENT by and between CELTIC BANK CORPORATION and AFFIRM, INC. DATED AS OF SEPTEMBER 18, 2020Loan Sale Agreement • August 25th, 2023 • Affirm Holdings, Inc. • Personal credit institutions • Utah
THIS LOAN SALE AGREEMENT (this “Agreement”) dated as of September 18, 2020 (the “Effective Date”), is entered into by and between Celtic Bank Corporation, a Utah industrial bank (“Bank”), and Affirm, Inc., a Delaware corporation (“Affirm”). Each of Bank and Affirm may be referred to herein as a “Party” or jointly as “Parties”.
FORM OF SHARE exchange agreementShare Exchange Agreement • December 22nd, 2020 • Affirm Holdings, Inc. • Services-business services, nec • Delaware
This Share Exchange Agreement (this “Agreement”) is made and entered into as of December ___, 2020 by and among Affirm Holdings, Inc., a Delaware corporation (the “Company”), 2012 MRL Investments LLC and Max Levchin (each, a “Stockholder” and collectively, the “Stockholders”).
Certain identified information in this document has been excluded because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicate where omissions have been made. AMENDMENT...Installment Program Agreement • May 9th, 2023 • Affirm Holdings, Inc. • Personal credit institutions
This AMENDMENT NO. 5 to CUSTOMER INSTALLMENT PROGRAM AGREEMENT (this “Amendment”) is entered into and made effective as of March 31, 2023 (the “Amendment Effective Date”) and amends the Customer Installment Program Agreement, dated July 16, 2020, as amended (together with any exhibits, schedules, amendments or addendums, the “Agreement”), by and between Shopify Inc., a Canadian corporation (“Shopify”), and Affirm, Inc., a Delaware corporation (“Affirm”). Capitalized terms used but not defined herein shall have the same meaning as those in the Agreement.
SEPARATION AGREEMENTSeparation Agreement • September 17th, 2021 • Affirm Holdings, Inc. • Services-business services, nec • California
This Separation Agreement (“Agreement”) is made by and between Sharda Caro Del Castillo (“Employee”) and Affirm, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Affirm Holdings, Inc. Debt Securities Form of Indenture Dated as of as TrusteeAffirm Holdings, Inc. • March 3rd, 2022 • Personal credit institutions • New York
INDENTURE dated as of , (the “Base Indenture”), by and between Affirm Holdings, Inc., a Delaware corporation (the “Company”), and , as trustee (the “Trustee”).
AMENDMENT NO. 4 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENTInstallment Program Agreement • February 8th, 2023 • Affirm Holdings, Inc. • Personal credit institutions
This AMENDMENT NO. 4 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENT (this “Amendment”) is entered into and made effective as of December 16, 2022 (the “Amendment Effective Date”) and amends the Customer Installment Program Agreement, dated July 16, 2020, as amended (together with any exhibits, schedules, amendments or addendums, the “Agreement”), by and between Shopify Inc., a Canadian corporation (“Shopify”), and Affirm, Inc., a Delaware corporation (“Affirm”). Capitalized terms used but not defined herein shall have the same meaning as those in the Agreement.
Amendment No. 1 to Marketing and Servicing AgreementMarketing and Servicing Agreement • February 8th, 2024 • Affirm Holdings, Inc. • Personal credit institutions
This Amendment No. 1 to Marketing and Servicing Agreement (this “Amendment”) is entered into as of October 27, 2023 by and between Affirm, Inc., a Delaware corporation (“Affirm”) and Celtic Bank Corporation, a Utah chartered bank (“Bank”).
TRANSITION AGREEMENT AND RELEASETransition Agreement and Release • August 29th, 2022 • Affirm Holdings, Inc. • Personal credit institutions • California
This Transition Agreement and Release (“Agreement”) is made by and between Silvija Martincevic (“Employee”) and Affirm, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AFFIRM HOLDINGS, INC. AMENDED AND RESTATED 2012 STOCK PLAN GLOBAL STOCK OPTION AWARD AGREEMENTStock Option Agreement • February 14th, 2022 • Affirm Holdings, Inc. • Personal credit institutions • California
Pursuant to your Global Notice of Stock Option Grant (the “Grant Notice”) and this Global Stock Option Award Agreement, including the additional terms and conditions for certain countries, as set forth in the addendum attached hereto (the “Addendum” and, together, this “Stock Option Agreement”), Affirm Holdings, Inc., a Delaware corporation (the “Company”), has granted you (the “Grantee”) as of the Date of Grant set forth in the Grant Notice, an option to purchase the number of Shares set forth in your Grant Notice (the “Option”) pursuant to the Company’s Amended and Restated 2012 Stock Plan and any applicable sub-plan for a particular country (together, the “Plan”). Capitalized terms not explicitly defined in this Stock Option Agreement but defined in the Plan or in the Grant Notice shall have the meaning ascribed to them in the Plan or in the Grant Notice. In the event of any conflict between the terms of this Stock Option Agreement and the Plan, the terms of the Plan will control.
AMENDMENT NO. 6 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENTInstallment Program Agreement • November 8th, 2023 • Affirm Holdings, Inc. • Personal credit institutions
This AMENDMENT NO. 6 to CUSTOMER INSTALLMENT PROGRAM AGREEMENT (this “Amendment”) is entered into and made effective as of August 14, 2023 (the “Amendment Effective Date”) and amends the Customer Installment Program Agreement, dated July 16, 2020, as amended (together with any exhibits, schedules, amendments or addendums, the “Agreement”), by and between Shopify Inc., a Canadian corporation (“Shopify”), and Affirm, Inc., a Delaware corporation (“Affirm”). Capitalized terms used but not defined herein shall have the same meaning as those in the Agreement.
CUSTOMER INSTALLMENT PROGRAM AGREEMENTProgram Agreement • November 20th, 2020 • Affirm Holdings, Inc. • Services-business services, nec • Delaware
This Customer Installment Program Agreement (“Agreement”) is entered into as of the 16th day of July, 2020 (the “Effective Date”) by and between Shopify Inc., a Canadian corporation (“Shopify”), and Affirm, Inc., a Delaware corporation (“Affirm”). Shopify and Affirm may be referred to collectively as the “Parties” or individually as a “Party.”
Amendment No. 1 to Loan Sale AgreementLoan Sale Agreement • February 8th, 2024 • Affirm Holdings, Inc. • Personal credit institutions
This Amendment No. 1 to Loan Sale Agreement (this “Amendment”) is entered into as of October 27, 2023 by and between Affirm, Inc., a Delaware corporation (“Affirm”) and Celtic Bank Corporation, a Utah chartered bank (“Bank”).
SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT between CROSS RIVER BANK and AFFIRM, INC., as Purchaser Dated as of November 1, 2020Loan Sale Agreement • November 20th, 2020 • Affirm Holdings, Inc. • Services-business services, nec • New York
THIS SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 1, 2020 (the “Effective Date”), is made by and between CROSS RIVER BANK, a New Jersey state-chartered bank with its principal offices located at 400 Kelby Street, Fort Lee, New Jersey 07024 (“Bank”), and AFFIRM, INC., a Delaware corporation (“Affirm”), with its principal offices located at 650 California St., 12th Floor, San Francisco, California 94108, as purchaser (“Purchaser”).
AMENDED AND RESTATED AMENDMENT NO. 2 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENTProgram Agreement • September 17th, 2021 • Affirm Holdings, Inc. • Services-business services, nec
This AMENDED AND RESTATED AMENDMENT NO. 2 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENT (this “Amendment”) is entered into and made effective as of July 27, 2021 (the “Amendment Effective Date”) and amends the Customer Installment Program Agreement, dated July 16, 2020, as amended (together with any exhibits, schedules, amendments or addendums, the “Agreement”), by and between Shopify Inc., a Canadian corporation (“Shopify”), and Affirm, Inc., a Delaware corporation (“Affirm”). Capitalized terms used but not defined herein shall have the same meaning as those in the Agreement.
AFFIRM HOLDINGS, INC. GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENTGlobal Restricted Stock Unit Award Agreement • February 14th, 2022 • Affirm Holdings, Inc. • Personal credit institutions • California
Pursuant to your Global Notice of Restricted Stock Unit Grant (the “Grant Notice”) and this Global Restricted Stock Unit Agreement, including the additional terms and conditions for certain countries, as set forth in the addendum attached hereto (the “Addendum” and, together, the “Agreement”), Affirm Holdings, Inc., a Delaware corporation (the “Company”), has granted you (“Grantee”), as of the Date of Grant set forth in the Grant Notice, a restricted stock unit award covering the number of units set forth in your Grant Notice (the “RSUs”), each of which represents one (1) share of the Company’s class A common stock (“Common Stock” and the shares of Common Stock underlying the RSUs, the “Shares”), pursuant to the Company’s Amended and Restated 2012 Stock Plan and any applicable sub-plan for a particular country (together, the “Plan”). Capitalized terms not explicitly defined in this Agreement but defined in the Plan or in the Grant Notice shall have the meaning ascribed to them in the P
AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A COMMON STOCKAffirm Holdings, Inc. • February 8th, 2024 • Personal credit institutions • Delaware
THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A TRANSACTION AGREEMENT, DATED AS OF NOVEMBER 10, 2021, BY AND BETWEEN THE ISSUER OF THESE SECURITIES AND AMAZON.COM SERVICES LLC, A DELAWARE LIMITED LIABILITY COMPANY, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.
AMENDED AND RESTATED INSTALLMENT FINANCING SERVICES AGREEMENT BY AND AMONG AFFIRM, INC., AMAZON.COM SERVICES LLC, AND AMAZON PAYMENTS, INC. November 10, 2021Installment Financing Services Agreement • November 10th, 2021 • Affirm Holdings, Inc. • Services-business services, nec • Washington
This Amended and Restated Installment Financing Services Agreement (together with all exhibits and schedules, the “Agreement”), dated as of November 10, 2021 (the “Amended and Restated Effective Date”), is entered into by and among (a) AFFIRM, INC., a financial services technology company incorporated in Delaware (“Affirm”) and (b) AMAZON.COM SERVICES LLC, a Delaware limited liability company (“Amazon Services”), AMAZON PAYMENTS, INC., a Delaware corporation (“Amazon Payments”), and each Covered Amazon Affiliate (as hereinafter defined) (each a “Covered Amazon Affiliate”, and together with Amazon Services, Amazon Payments and Affirm, collectively, the “Parties”, and each individually, a “Party”). Amazon Services, Amazon Payments and a Covered Amazon Affiliate may also be referred to herein individually as “Amazon”. This Agreement amends and restates in its entirety the Installment Financing Services Agreement, dated as of February 9, 2021, by and between Amazon Services and Affirm.
First Amendment to Amended and Restated Installment Financing Services AgreementFinancing Services Agreement • November 8th, 2023 • Affirm Holdings, Inc. • Personal credit institutions • Washington
This First Amendment to the Amended and Restated Installment Financing Services Agreement (the “First Amendment”) is made as of October 2, 2023 (the “Amendment Effective Date”) by and between (a) Affirm, Inc. (“Affirm”), (b) Amazon.com Services LLC (“Amazon Services”) and (c) Amazon Payments, Inc. (“Amazon Payments”), and hereby amends and modifies the Amended and Restated Installment Financing Services Agreement between Amazon and Affirm dated November 10, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”). Amazon Services and Amazon Payments may also be referred to herein individually as “Amazon”. Amazon and Affirm may sometimes be referred to herein together as the “Parties” or singularly as a “Party”. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT NO. 3 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENTProgram Agreement • August 29th, 2022 • Affirm Holdings, Inc. • Personal credit institutions
This AMENDMENT NO. 3 TO CUSTOMER INSTALLMENT PROGRAM AGREEMENT (this “Amendment”) is entered into and made effective as of May 6, 2022 (the “Amendment Effective Date”) and amends the Customer Installment Program Agreement, dated July 16, 2020, as amended (together with any exhibits, schedules, amendments or addendums, the “Agreement”), by and between Shopify Inc., a Canadian corporation (“Shopify”), and Affirm, Inc., a Delaware corporation (“Affirm”). Capitalized terms used but not defined herein shall have the same meaning as those in the Agreement.
MARKETING AND SERVICING AGREEMENT by and between CELTIC BANK CORPORATION and AFFIRM, INC. DATED AS OF SEPTEMBER 18, 2020Marketing and Servicing Agreement • August 25th, 2023 • Affirm Holdings, Inc. • Personal credit institutions • Utah
THIS MARKETING AND SERVICING AGREEMENT (this “Agreement”), dated as of September 18, 2020 (“Effective Date”), is made by and between Celtic Bank Corporation, a Utah chartered bank (“Bank”), and Affirm, Inc., a Delaware corporation (“Affirm”).
