Exhibit 4.5


 


Neither this Warrant nor the Class A
Units issuable upon exercise of this Warrant have been registered under the Securities Act of 1933, as amended, and neither this
Warrant nor the Class A Units issuable upon exercise of this Warrant may be transferred except as provided in Section 3 of this
Warrant.


 


WARRANT


to Purchase Class A Units of


GreenSky Trade Credit, LLC


Expiring December 31, 2023


 


This Warrant certifies
that QED Fund II, LP, a Delaware limited partnership, or registered assigns (the “Holder”), is entitled to subscribe
for and purchase from GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), up to
10,000 duly authorized Class A Units of the Company, subject to the vesting schedule in Section 6 hereof, at a purchase price equal
to $.01 per Class A Unit (the “Exercise Price”). The Exercise Price may be adjusted as provided in Section 7.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Amended and Restated Operating Agreement of the Company, dated
as of October 31, 2014 (as may be amended from time to time, the “Operating Agreement”).


 


This Warrant is subject
to the following provisions, terms and conditions:


 


Section
1. Exercise of Warrant.


 


To exercise this Warrant
in whole or in part, the Holder shall deliver to the Company at its principal office in Atlanta, Georgia, (a) a written notice,
in substantially the form of the Subscription Notice appearing at the end of this Warrant (the “Subscription Notice”),
of the Holder’s election to exercise this Warrant, which notice shall specify the number of Class A Units to be purchased,
(b) cash or a certified check payable to the Company in an amount equal to the aggregate purchase price of the number of Class
A Units being purchased and (c) this Warrant. The Company shall as promptly as practicable, and in any event within 15 days thereafter,
amend Exhibit B to the Operating Agreement to reflect the issuance of the Class A Units to the Holder and, if the Class A Units
of the Company are then represented by unit certificates, execute and deliver or cause to be executed and delivered, in accordance
with such Subscription Notice, a certificate or certificates representing the aggregate number of Class A Units specified in such
Subscription Notice. Such Class A Units shall be deemed to have been issued, and the Holder or any other person so designated to
be named therein shall be deemed for all purposes to have become a holder of record of such Class A Units, as of the date such
Subscription Notice is received by the Company as aforesaid. If this Warrant shall have been exercised only in part, the Company
shall deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the remaining Class A Units called for
by this Warrant, which new Warrant shall in all other respects be identical to this Warrant, or, at the request of the Holder,
appropriate notation may be made on this Warrant and the same returned to the Holder. The Company shall pay all expenses, taxes
and other charges payable in connection with the amendment of Exhibit B to the Operating Agreement and the preparation, issue and
delivery of such unit certificates (if any) and new Warrants (if any), except that, in case such unit certificates



    	 



    	



    

(if any) or new Warrants
shall be registered in a name or names other than the name of the Holder, funds sufficient to pay all transfer taxes that are payable
upon the issuance of any such unit certificate or certificates or new Warrants shall be paid by the Holder at the time of delivering
the Subscription Notice.


 


All Class A Units issued
upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable.


 


Notwithstanding any
provisions herein to the contrary, if the fair market value of one Class A Unit is greater than the Exercise Price (at the date
of calculation as set forth below), in lieu of exercising as provided above, the Holder may by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Subscription Notice elect to receive the number of Class A
Units computed using the following formula (the “Net Exercise Formula”):


 


X = Y (A-B)


A


 


	 	Where 	X =	the number of Class A Units to be issued to the Holder




 


	 	Y =	the number of Class A Units purchasable under the Warrant or, if only a portion of the Warrant is being exercised, that portion
of the Warrant being canceled (at the date of such calculation)




 


	 	A =	the fair market value of one Class A Unit (at the date of such calculation)




 


	 	B =	Exercise Price (as adjusted to the date of such calculation)




 


For purposes of the
above calculation, the fair market value of one Class A Unit shall be determined by the Managers in good faith.


 


To the extent this Warrant
is not previously exercised as to all Class A Units subject to this Warrant, and if the fair market value of one Class A Unit is
greater than the Exercise Price then in effect, this Warrant shall be deemed automatically exercised pursuant to the Net Exercise
Formula above (even if not surrendered) immediately before its termination or expiration. For purposes of such automatic exercise,
the fair market value of one Class A Unit upon such termination or expiration shall be determined by the Managers in good faith.
To the extent this Warrant or any portion thereof is deemed automatically exercised pursuant to this paragraph, the Company agrees
to promptly notify the Holder of the number of Class A Units, if any, the Holder is to receive by reason of such automatic exercise.


 


Section
2. Transfer, Division and Combination.


 


The Company agrees to
maintain at its principal office in Atlanta, Georgia, books for the registration and transfer of this Warrant, and, subject to
the provisions hereof, including Section 3, this Warrant and all rights hereunder are transferable, in whole and not in part, on
such books at such office, upon surrender of this Warrant at such office, together with a written assignment of this Warrant, in
substantially the form of the Assignment appearing at the end of this Warrant



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(the “Assignment”),
duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of
such transfer. Upon such surrender and payment, the Company shall execute and deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denominations specified in such Assignment, and this Warrant shall promptly be canceled. If
and when this Warrant is assigned in blank, the Company may (but shall not be obliged to) treat the bearer hereof as the absolute
owner of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary. A Warrant may be exercised
by a new holder for the purchase of Class A Units without having a new Warrant issued.


 


This Warrant may be
divided or combined with other Warrants upon presentation hereof at such principal office in Atlanta, Georgia, together with a
written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or his agent
or attorney. Subject to compliance with the preceding paragraph as to any transfer that may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.


 


Section
3. Restrictions on Transfer of Warrants and Transfer of Class A Units.


 


(a) Restrictions
on Exercise. This Warrant shall be exercisable only (i) under circumstances such that the issue of Class A Units issuable upon
such exercise is exempt from the requirements of registration under the Securities Act of 1933, as amended (or any similar statute
then in effect) (the “1933 Act”) and any applicable state securities law or (ii) upon registration of such Class
A Units in compliance therewith.


 


(b) Restriction
on Transfer of Warrant. The Holder shall not assign or transfer this Warrant, other than by will or the laws of descent and
distribution or, subject to the consent of the Company (which shall not be unreasonably withheld), to Holder’s affiliates.
No right or interest of the Holder or any successor on the Holder’s death in this Warrant shall be subject to any lien or
any obligation or liability of the Holder or any successor on the Holder’s death.


 


(c) Joinder
to Operating Agreement. By accepting this Warrant, the Holder agrees, that upon exercise of this Warrant and prior to receiving
any Class A Units in connection therewith, the Holder shall become a party to (to the extent it is not already a party), and be
bound by (to the extent it is not already bound by), the Operating Agreement.


 


(d) Restriction
on Transfer of Class A Units. The transfer of any Class A Units shall be subject to the terms, conditions and restrictions
set forth in the Operating Agreement.


 


Section
4. Limitation of Liability; Not a Member.


 


No provision of this
Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive distributions or to receive
notice as a member in respect of meetings of members for the election of managers of the Company or any other matter



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whatsoever as a member
of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase Class A Units, and no mere
enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of Holder for any debts of the Company
or as a member of the Company, whether such liability is asserted by the Company, creditors of the Company or others.


 


Section
5. Loss, Destruction, etc. of Warrant.


 


Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or destruction of any Warrant, and in the case of any such loss, theft
or destruction upon delivery of a bond of indemnity in such form and amount as shall be reasonably satisfactory to the Company,
or in the event of such mutilation upon surrender and cancellation of the Warrant, the Company will make and deliver a new Warrant,
of like tenor, in lieu of such lost, stolen, destroyed or mutilated Warrant. Any Warrant issued under the provisions of this Section
5 in lieu of any Warrant alleged to be lost, destroyed or stolen, or of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.


 


Section
6. Exercise and Expiration of Warrant.


 


This Warrant shall become
exercisable in accordance with the vesting schedule below. The expiration time and date of the Warrant shall be 5:00 p.m. (Atlanta,
Georgia time), December 31, 2023.


 


Subject to the earlier
expiration or termination of this Warrant in accordance with its terms, the Class A Units granted under this Warrant will become
vested as follows:


 


(a) This
Warrant will become vested with respect to fifty percent (50%) of the underlying Class A Units on the first (1st) anniversary of
the date hereof, provided QED Investors, LLC (“QED LLC”) has performed its obligations through such date under
Amendment No. 1 to Advisory Services Agreement between the Company and QED LLC dated on or about the date hereof (the “Services
Agreement Amendment”).


 


(b) This
Warrant will become vested with respect to the final fifty percent (50%) of the underlying Class A Units on the second (2nd) anniversary
of the date hereof, provided QED LLC has performed its obligations through such date under the Services Agreement Amendment.


 


(c) Notwithstanding
the foregoing, this Warrant 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 QED LLC has performed
its obligations through the date of consummation of such Sale of the Business under the Services Agreement Amendment.


 


Section 7. Adjustment
of Exercise Price.


 


(a) Adjustment
for Splits and Combinations. If the Company shall at any time or from time to time after the date hereof effect a subdivision
of the outstanding



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Class A Units
(by split or otherwise), the Exercise Price in effect immediately before that subdivision shall be proportionately decreased so
that the number of Class A Units issuable upon exercise of this Warrant shall be increased in proportion to such increase in the
aggregate number of Class A Units outstanding. If the Company shall at any time or from time to time after the date hereof combine
the outstanding Class A Units, the Exercise Price in effect immediately before the combination shall be proportionately increased
so that the number of Class A Units issuable on exercise of this Warrant shall be decreased in proportion to such decrease in the
aggregate number of Class A Units outstanding. Any adjustment under this Section 7(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective.


 


(b) Adjustment
for Reclassification, Exchange and Substitution. If the Class A Units issuable upon exercise of this Warrant shall be changed
into the same or a different number of Units or any other class or classes of Units or other securities or consideration, whether
by capital reorganization, recapitalization, reclassification, merger, conversion or sale of all or substantially all of the assets
of the Company or otherwise (other than a subdivision or combination provided for in Section 7(a), then and in each such event
the Holder shall have the right thereafter to exercise this Warrant for the kind and amount of securities, cash or other property
receivable pursuant to such transaction by holders of the number of Class A Units that would have been subject to receipt by the
Holder upon exercise of this Warrant immediately prior to such transaction, all subject to further adjustment as provided in this
Section 7.


 


(c) Certificate
as to Adjustments. Upon the occurrence of any adjustment or readjustment of the Exercise Price pursuant to this Section 7,
the Company at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter,
compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth
such adjustment or readjustment (including the kind and amount of securities, cash or other property into which this Warrant is
exercisable) and showing in reasonable detail the facts upon which such adjustment or readjustment is based. The Company shall,
as promptly as reasonably practicable after the written request at any time of the Holder (but in any event not later than ten
(10) days thereafter), furnish or cause to be furnished to the Holder a certificate setting forth (A) the Exercise Price then in
effect, and (B) the number of Class A Units and the amount, if any, of other securities, cash or property which then would be received
upon the exercise of this Warrant.



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Section 8. Section
409A. It is intended that this Warrant be exempt
from, or comply with, the requirements applicable to nonqualified deferred compensation subject to Section 409A of the Code. For
purposes of this Warrant, any action taken with respect to the Warrant shall be undertaken in a manner that will not negatively
affect the status of the Warrant 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
the Holder in the event the Warrant fails to comply with, or otherwise be exempt from, Section 409A of the Code.


 


Section
9. Governing Law.


 


All questions concerning
the construction, interpretation and validity of this Warrant, and all disputes arising hereunder or relating to the transactions
contemplated hereby, shall be governed by and construed and enforced in accordance with the domestic laws of the State of Georgia,
including all matters of construction, enforcement, validity and performance. In furtherance of the foregoing, the internal law
of the State of Georgia will control the interpretation and construction of this Warrant, even if under such jurisdiction’s
choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily or necessarily apply.


 


Section
10. Notice of Sale of the Business.


 


Prior to any Sale of
the Business, the Company shall provide notice of such proposed Sale of the Business to Holder at least ten (10) days prior to
such proposed Sale of the Business, and include in such notice the details of such proposed Sale of the Business.


 


Section
11. Cumulative Remedies.


 


The rights and remedies
provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other
rights or remedies available at law, in equity or otherwise.


 


Section
12. Equitable Relief.


 


Each of the Company
and the Holder acknowledges that a breach or threatened breach by such party of any of its obligations under this Warrant would
give rise to irreparable harm to the other party hereto for which monetary damages would not be an adequate remedy and hereby agrees
that in the event of a breach or a threatened breach by such party of any such obligations, the other party hereto shall, in addition
to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief,
including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent
jurisdiction.


 


Section
13. Notices.


 


All notices required
or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be
notified, (b) when sent by



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electronic transmission
or facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the Company at 1797 N.E. Expressway, Suite 100, Atlanta, Georgia 30329, and to Holder at 311 Cameron Street, Alexandria,
Virginia 22314, or at such other address as the Company or Holder may designate by ten (10) days advance written notice to the
other parties hereto.


 


Section
14. Amendment and Modification.


 


Except as otherwise
provided herein, this Warrant may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing
and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from
this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.


 


Section
15. Miscellaneous.


 


Unless the Managers
conclude in good faith that applicable law requires otherwise: (a) in the event the parties determine that the exercise of this
Warrant results in taxable income with respect to the holder of this Warrant, such income shall be reported as taxable income of
QED Fund II, L.P., and (b) the Company will not report any such taxable income to any individual partner or principal of QED Fund
II, L.P., or its affiliates.


 


Section
16. WAIVER OF JURY TRIAL.


 


EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE THIS AGREEMENT.


 


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF,
the Company has caused this Warrant to be signed in its name by its duly authorized officer.


 


Dated: October 12, 2015


 


	 	GREENSKY TRADE CREDIT, LLC	 
	 	 	 
	 	By:	/s/ David Zalik	 
	 	 	David Zalik	 
	 	 	Chief Executive Officer	 




    	 



    	



    

SUBSCRIPTION NOTICE


 


The undersigned, the
Holder, hereby elects to exercise purchase rights represented by the Warrant, dated October __, 2015 (the “Warrant”),
issued by GreenSky Trade Credit, LLC, a Georgia limited liability company (the “Company”), for, and to purchase
thereunder, __________ Class A Units covered by such Warrant and herewith makes payment in full therefor of $__________ cash and
requests that Exhibit B of the Operating Agreement of the Company be amended to reflect the issuance of such Class A Units to the
Holder and, if applicable, certificates for such Class A Units (and any securities or property deliverable upon such exercise)
be issued in the name of and delivered to _________________________________ whose address
is _________________________________________.


 


The undersigned agrees
that, in the absence of an effective registration statement with respect to Class A Units issued upon this exercise, the undersigned
is acquiring such Class A Units for investment and not with a view to distribution thereof and that the certificate or certificates,
if any, representing such Class A Units may bear any such legend as the Managers of the Company deem appropriate.


 


The undersigned further
agrees that by exercising the Warrant and delivering this Subscription Notice, the undersigned agrees that it shall be a party
to, and shall be bound by, the Operating Agreement.


 


Capitalized terms used
but not defined in this Subscription Notice have the meanings assigned thereto in to the Warrant.


 


 


	Dated:	Signature guaranteed:




    	 



    	



    

ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned assignor (the “Assignor”) hereby sells, assigns and transfers unto ______________________________
(the “Assignee”) the Warrant, dated October __, 2015, issued by GreenSky Trade Credit, LLC, a Georgia limited
liability company (the “Company”), to purchase _______________________________________ Class A Units of the Company (the “Warrant”)
and appoints ________________________ attorney to record the transfer of the Warrant on the books of the Company, with full power
of substitution in the premises.


 


The Assignee agrees
that upon exercise of the Warrant, the Assignee shall become a party to, and shall be bound by, the Operating Agreement.


 


The Assignor and the
Assignee represent and warrant that they have complied with the terms of Section 2 and Section 3 of the Warrant in connection with
this assignment of the Warrant.


 


Capitalized terms used
but not defined in this Subscription Notice have the meanings assigned thereto in to the Warrant.


 


	 	ASSIGNOR:
	 	 
	 	 
	Dated:	Signature guaranteed:
	 	 
	 	ASSIGNEE:
	 	 
	 	 
	Dated:	Signature guaranteed: