Exhibit 4.4


 


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.


 


WARRANT TO PURCHASE COMMON STOCK


 


Company: AFFIRM, INC.


Number of Shares of Common Stock: 152,219


Warrant Price: $0.281 per share


Issue Date: May 15, 2014


Expiration Date: May 15, 2024             See
also Section 5.1(b).


Credit Facility: This
Warrant to Purchase Common Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement
of even date   herewith between Silicon Valley Bank and the Company (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 common stock (the “Common Stock”) 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 the Company’s Common Stock is 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 Common Stock 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 the Company’s Common
Stock is not 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.


 


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 (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.


 






    2


     


    

 


(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 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 defined above, either the acquiring, surviving
or successor entity shall (i) 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 or (ii) if the acquiring, successor or surviving entity shall
not have assumed this Warrant, then purchase this Warrant at its “Fair Value” (as such term is defined below.


 


(d)          Purchase
at Fair Value. For Purposes of this Warrant, “Fair Value” shall mean that value determined by
the parties using a Black-Scholes European Option-Pricing Model (the “Black-Scholes Calculation”) with the
following assumptions: (A) a risk-free interest rate equal to the risk-free interest rate at the time of the closing of the
Acquisition (or as close thereto as practicable), (B) a contractual life of the Warrant equal to the remaining term of this
Warrant as of the date of the announcement of the Acquisition, (C) an annual dividend yield equal to dividends declared on
the underlying Common Stock during the term of this Warrant (calculated on an annual basis), and (D) a volatility base on the
market price of the Company’s Common Stock comprised of: (1) if the Company is publicly traded on any
internationally-recognized securities exchange, its volatility over the one-year period ending on the day prior to the
announcement of the Acquisition, 2) if the Company is a nonpublic company, the volatility, over the one-year period prior to
the Acquisition, of an average of publicly-traded companies in the same or similar industry to the Company with such
companies having similar revenues. The purchase prince determined in accordance with the above shall be paid upon the initial
closing of the Acquisition and shall not be subject to any post-Acquisition closing contingencies or adjustments; provided,
however, the parties may take such post-Acquisition closing contingencies or adjustments into account in determining the
purchase price, and if the parties take any post-Acquisition closing contingencies or adjustments into account, then upon the
partial or complete removal of those post-Acquisition closing contingencies or adjustments, a new Black-Scholes Calculation
would be made using all the same inputs except for the value of the Company’s shares (as determined under subclause
(D)), and the increased value of such shares (including, but not limited to any earn-out or escrowed consideration) would be
paid in full to Holder immediately after those post-Acquisition closing contingencies or adjustments can be determined or
achieved.


 






    3


     


    

 


(e)          
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 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 or convert 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.


 


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 Common Stock payable in 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 Common Stock 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 Common Stock 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 Common Stock 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             
Intentionally Omitted.


 


2.4             
Intentionally Omitted.


 






    4


     


    

 


2.5             
 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.


 


2.6             
Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Common Stock 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.


 


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 price per share at which
shares of Company Common Stock were valued in the Company’s most recent 409A valuation occurring prior to the Issue Date
hereof.


 


(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 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 Company’s stock, 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 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 Common Stock;


 


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


 






    5


     


    

 


(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 Common Stock 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


 


(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.


 


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.


 






    6


     


    

 


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.


 


4.6             
Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff/Lock up provisions
in Section 1.14 of the Investor Rights Agreement or similar agreement.


 


4.7             
No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this
Warrant.


 


Section 5.         
MISCELLANEOUS.


 


5.1             
Term and Automatic Conversion 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 (or other security issuable upon the exercise hereof) 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 (or such other securities) for which it shall not previously have been exercised,
and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued
upon such exercise to Holder.


 






    7


     


    

 


5.2             
 Legends. The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any)
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 COMMON STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED MAY
15, 2014, 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 ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


 


5.3             
Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and
the securities issuable, directly or indirectly, upon conversion of the Shares, if any) 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 issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon
conversion of the Shares, if any) 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 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, or any
shares or other securities issued upon any conversion of 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: Treasury Department


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


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


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: Legal


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


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


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.


 


5.7             
Attorney’s 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.


 






    9


     


    

 


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]


 






    10


     


    

 


IN WITNESS WHEREOF, the parties have caused
this Warrant to Purchase Common 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: Head of FP&A	 



 


	“HOLDER”	 
	 	 
	SILICON VALLEY BANK	 
	 	 
	By:	/s/ Denny Boyle	 




 





	Name:  	Denny Boyle	 
	 	(Print)	                                                                        
	 	 	 
	Title:  Director	 


 






    11


     


    

 


APPENDIX 1


 


NOTICE OF EXERCISE


 


		1.	The undersigned Holder hereby exercises its right purchase shares of the Common Stock of AFFIRM, INC. (the
                                                          “Company”) in accordance with the attached Warrant To Purchase Common 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



 


	 
	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 Common Stock as of the date hereof.



 





	 	HOLDER:
	 	 
		By:	 
	 	Name:	 
	 	Title:	 
	 	(Date):