Exhibit 4.5


 


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.


 


WARRANT TO PURCHASE STOCK


 


Company: Affirm, Inc., a Delaware corporation


Number of Shares: 153,846, subject to adjustment as provided
herein


Type/Series of Stock: Common Stock, $0.00001 par value
per share


Warrant Price: $1.30 per Share, subject to adjustment
as provided herein


Issue Date: August 5, 2015


Expiration Date: August 5, 2025 See also
Section 5.1(b).


Credit Facility: This Warrant
to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even
date herewith between Silicon Valley Bank and Affirm Loans I, LLC (as amended and/or modified and in effect from time to time,
the “Loan Agreement”).


 


THIS WARRANT CERTIFIES THAT, for good and
valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant or
of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable
shares (the “Shares”) of the above-stated Type/Series of Stock (the “Class”) of the
above-named company (the “Company”) at the above-stated Warrant Price, all as set forth above and as adjusted
pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference
is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial
Group.


 


Section 1.         
EXERCISE.


 


1.1             Method of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering
to the Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached
hereto as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a
check, wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company
for the aggregate Warrant Price for the Shares being purchased.


 






     


     


    

 


1.2              Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified
in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares
equal to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company
shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following
formula:


 


X = Y(A-B)/A


 


where:


 


		X =	the number of Shares to be issued to the Holder;



 


		Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company
in payment of the aggregate Warrant Price);



 


		A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and



 


		B =	the Warrant Price.



 


1.3             Fair Market Value. If shares of the Class are then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share
shall be the closing price or last sale price of a share of the Class reported for the Business Day immediately before the date
on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If shares of the Class are not then
traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable
good faith judgment.


 


1.4             Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner
set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder
upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing
the Shares not so acquired.


 


1.5             Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably
satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company
for cancellation, the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant
of like tenor and amount.


 






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1.6             
Treatment of Warrant Upon Acquisition of Company.


 


(a)          Acquisition.
For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions
involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the
Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or
consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which
the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization,
own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power
immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority
of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or
reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the
stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined
voting power; provided, that, for the avoidance of doubt, “Acquisition” shall not include the sale and
issuance by the Company of its equity securities to one or more investors for cash in a transaction or series of related
transactions the principal purpose of which is the bona fide equity financing of the Company.


 


(b)         Treatment of Warrant at Acquisition. In the event
of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely
of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), and
the fair market value of one Share as determined in accordance with Section 1.3 above would be greater than the Warrant Price in
effect on such date immediately prior to such Cash/Public Acquisition, and Holder has not exercised this Warrant pursuant to Section
1.1 above as to all Shares, then this Warrant shall automatically be deemed to be cashless exercised pursuant to Section 1.2 above
as to all Shares effective immediately prior to and contingent upon the consummation of a Cash/Public Acquisition. In connection
with such cashless exercise, Holder shall be deemed to have restated each of the representations and warranties in Section 4 of
the Warrant as of the date thereof and the Company shall promptly notify the Holder of the number of Shares (or such other securities)
issued upon exercise. In the event of a Cash/Public Acquisition where the fair market value of one Share as determined in accordance
with Section 1.3 above would be less than the Warrant Price in effect immediately prior to such Cash/Public Acquisition, then this
Warrant will expire immediately prior to the consummation of such Cash/Public Acquisition.


 


(c)          Upon the closing of any Acquisition other than a Cash/Public Acquisition, the acquiring, surviving or successor entity shall
assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property
as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were
outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the
provisions of this Warrant.


 


(d)         As
used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements:
(i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required
reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of
the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or
prior to the closing thereof is then traded in a Trading Market, and (iii) following the closing of such Acquisition, Holder
would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be
received by Holder in such Acquisition were Holder to exercise this Warrant in full on or prior to the closing of such
Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules
or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.


 






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Section 2.         ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.


 


2.1             Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares
of the Class payable in additional shares of the Class or other securities or property (other than cash), then upon exercise of
this Warrant, for each Share acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities
and property which Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution
occurred. If the Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number
of shares, the number of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately
decreased. If the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser
number of shares, the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2             Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of
the Class are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different
class and/or series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class
and series of Company securities that Holder would have received had the Shares been outstanding on and as of the consummation
of such event, and subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.
The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, combinations, substitutions,
replacements or other similar events.


 


2.3             No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares
to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant,
the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional
interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective
Warrant Price.


 


2.4             Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the
Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments
to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written
request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment
and the Warrant Price, Class and number of Shares in effect upon the date of such adjustment.


 






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Section 3.         
REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1             Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 





(a)          The
initial Warrant Price referenced on the first page of this Warrant is not greater than the fair market value of a share of the
Class as determined by the most recently completed valuation, approved by the Company’s Board of Directors, of the Company’s
stock for purposes of its compliance with Section 409A of the Internal Revenue Code of 1986, as amended.


 


(b)         All Shares which may be issued upon the exercise of this Warrant shall, upon issuance, be duly authorized, validly issued,
fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws. The Company covenants that it shall at all times cause to be reserved and kept
available out of its authorized and unissued capital stock such number of shares of the Class and other securities as will be sufficient
to permit the exercise in full of this Warrant.


 


(c)          The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as
of the Issue Date.


 


3.2             Notice of Certain Events. If the Company proposes at any time to:


 


(a)          declare any dividend or distribution upon the outstanding shares of the Class, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend;


 


(b)         offer for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any
class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c)          effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding
shares of the Class;


 


(d)          effect an Acquisition or to liquidate, dissolve or wind up; or


 


(e)          effect its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration
statement under the Act (the “IPO”);


 


then, in connection with each such event, the Company shall
give Holder:


 


(1)      
in the case of the matters referred to in (a) and (b) above, at least seven (7) Business Days prior written notice of the
earlier to occur of the effective date thereof or the date on which a record will be taken for such dividend, distribution, or
subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto)
or for determining rights to vote, if any;


 


(2)       in
the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date
when the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be
entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event and such
reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such event
giving rise to the notice); and


 






    5


     


    

 


(3)      
with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes
to file its registration statement in connection therewith.


 


The Company will also provide information requested by Holder
that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 


Section 4.         
REPRESENTATIONS, WARRANTIES OF THE HOLDER. The Holder represents and warrants to the Company as follows:


 


4.1             Purchase for Own Account. This Warrant and the Shares to be acquired upon exercise of this Warrant by Holder are
being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or
distribution within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring
this Warrant or the Shares.


 


4.2             Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has
received or has had full access to all the information it considers necessary or appropriate to make an informed investment decision
with respect to the acquisition of this Warrant and its underlying securities. Holder further has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities
and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3             Investment Experience. Holder understands that the purchase of this Warrant and its underlying securities involves
substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that
Holder can bear the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such
knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment
in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain
of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business
acumen and financial circumstances of such persons.


 


4.4             Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated
under the Act.


 


4.5             The
Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature
of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon
any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable
state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware
of the provisions of Rule 144 promulgated under the Act.


 






    6


     


    

 


4.6             
No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this
Warrant.


 


4.7             
Lock-Up Agreement. In connection with the IPO and upon request of the Company or the underwriters managing the IPO,
Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities
of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent
of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension(s)
as may be required by the underwriters in order to publish research reports while complying with NASD Rule 2711 or NYSE Rule 472
(or any successor rule), as applicable) from the effective date of such registration as may be requested by the Company or such
managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time
of the Company’s initial public offering. In order to enforce the foregoing covenants, the Company may impose stop-transfer
instructions with respect to the securities of Holder (and the securities of every other person subject to the restrictions in
this Section 4.7. The underwriters in connection with the IPO are intended third party beneficiaries of this Section 4.7 and shall
have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The agreements of Holder
in this Section 4.7 shall be effective only if all directors and officers of the Company, and all holders of one percent (1%) or
more of the Company’s common stock (determined on an as-exercise, as-converted basis) are then subject to substantially similar
written agreements with the Company and/or such underwriters.


 


Section 5.         
MISCELLANEOUS.


 


5.1             
Term; Automatic Cashless Exercise Upon Expiration.


 


(a)         Term. Subject to the provisions of Section 1.6 above,
this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration
Date and shall be void thereafter.


 


(b)         Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of
one Share as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this
Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares for
which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing
the Shares issued upon such exercise to Holder.


 






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5.2             
Legends. Each certificate evidencing Shares shall be imprinted with a legend in substantially the following form:


 





THE SHARES EVIDENCED BY THIS CERTIFICATE
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 THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED AUGUST , 2015,
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.


 


together with a legend in substantially
the following form if then applicable:


 


THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE
ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH
MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.


 


5.3             Compliance with Securities Laws on Transfer. This Warrant and the Shares issued upon exercise of this Warrant may
not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the
transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions
reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide
an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate
of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under
the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability
of Rule 144 promulgated under the Act.


 


5.4             Transfer
Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this
Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to
the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the
terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon
providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this
Warrant or the Shares issued upon exercise of this Warrant to any transferee, provided, however, in connection with any such
transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant and/or
Shares being transferred with the name, address and taxpayer identification number of the transferee and Holder will
surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further,
that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of
the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO,
Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares
issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an
Acquisition of the Company by such a direct competitor.


 






    8


     


    

 


5.5             
Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed
delivered and effective (i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class
registered or certified mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt
is confirmed in writing by the recipient, or (iv) on the first Business Day following delivery to a reliable overnight courier
service, courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may
be, in writing by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices
to Holder shall be addressed as follows until the Company receives notice of a change of address in connection with a transfer
or otherwise:


 


SVB Financial Group


Attn: ##############


##############


Telephone: ##############


Facsimile: ##############


Email address: ##############


 


Notice to the Company shall be addressed as follows until Holder
receives notice of a change in address:


 


Affirm, Inc.


Attn: ##############


##############


Telephone:


Facsimile:


Email:


 


With a copy (which shall not
constitute notice) to:


 


Goodwin Procter LLP


Attn: ##############


##############


Telephone: ##############


Facsimile: ##############


Email: ##############


 


5.6             
Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in
a particular instance and either retroactively or prospectively) only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.


 






    9


     


    

 





5.7             Attorneys’
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8             Counterparts; Facsimile/Electronic Signatures. This Warrant may be executed in counterparts, all of which together
shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the
same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9             Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California,
without giving effect to its principles regarding conflicts of law.


 


5.10           Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect
the meaning of any provision of this Warrant.


 


5.11           Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day
on which Silicon Valley Bank is closed.


 


[Remainder of page left blank intentionally]


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


 


	“COMPANY”	 
	 	 
	AFFIRM, INC.	 
	 	 
	By.	 /s/ Rob Pfeifer	 



 


	Name:	 Rob Pfeifer	 
	 	(Print)	 
	 	 
	Title: Vice President of Financial Planning and Analysis	 
	 	 
	“HOLDER”	 
	 	 
	SILICON VALLEY BANK	 



 


	By:	          	 



 


	Name:	 	 
	 	(Print)	 
	 	 
	Title:	 




 






    11


     


    

 





IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.


 


	“COMPANY”	 
	 	 
	AFFIRM, INC.	 
	 	 
	By:	              	 



 


	Name:	  	 
	 	(Print)	 
	 	 
	Title: 	 
	 	 
	“HOLDER”	 
	 	 
	SILICON VALLEY BANK	 



 


	By:	/s/ Denny Boyle	 



 


	Name:	Denny Boyle	 
	 	(Print)	 
	 	 
	Title:  Director	 




 






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APPENDIX 1


 


NOTICE OF EXERCISE


 


	1.	The undersigned Holder hereby exercises its right to purchase _______ shares of the Common/Series ________ Preferred [circle
one] Stock of ________ (the “Company”) in accordance with the attached Warrant To Purchase Stock, and tenders
payment of the aggregate Warrant Price for such shares as follows:



 


	 	[ ]	check in the amount of $ _____ payable to order of the Company enclosed herewith
	 	[ ]	Wire transfer of immediately available funds to the Company’s account
	 	[ ]	Cashless Exercise pursuant to Section 1.2 of the Warrant
	 	[ ]	Other [Describe]


 


	2.	Please issue a certificate or certificates representing the Shares in the name specified below:



 


	
  
	Holder’s Name
	 
	
  
	
  
	(Address)


 


	3.	By its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties
in Section 4 of the Warrant to Purchase Stock as of the date hereof.



 


	 	HOLDER:



	 	By:	       



	 	Name:	       



	 	Title:	       



	 	(Date):	       



 






    Schedule 1