Exhibit 10.7 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT (this
“Agreement”) is made and entered into as of [], 20[ ] between GreenSky, Inc., a Delaware corporation (the
“Company”), and [] (“Indemnitee”).


WHEREAS, highly competent persons have
become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out
of their service to and activities on behalf of the corporation;


WHEREAS, the Board of Directors of the
Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company
will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and
its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions
and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time,
directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against
the Company or business enterprise itself. The Amended and Restated Bylaws of the Company (the “Bylaws”) require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Delaware (“DGCL”). The Bylaws and the DGCL expressly provide that the
indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the Board, officers of the Company and other persons with respect to indemnification;


WHEREAS, the uncertainties relating to
such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


WHEREAS, the Board has determined that
the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


WHEREAS, it is reasonable, prudent and
necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to
the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified;



     


     


    



WHEREAS, this Agreement is a supplement
to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder; and


WHEREAS, Indemnitee may not be willing
to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve
or continue to serve in such capacity; Indemnitee is willing to serve, continue to serve and take on additional service for or
on behalf of the Company on the condition that he or she be so indemnified.


 


NOW, THEREFORE, in consideration of Indemnitee’s
agreement to serve as a director or officer from and after the date hereof, the parties hereto agree as follows:


1.       Indemnity
of Indemnitee. Subject to the provisions of Section 9, the Company hereby agrees to hold harmless and indemnify Indemnitee
to the fullest extent permitted by law, as such may be amended from time to time, if Indemnitee was or is, or is threatened to
be made, a party to, or otherwise becomes involved in, any Proceeding by reason of Indemnitee’s Corporate Status. In furtherance
of the foregoing indemnification, and without limiting the generality thereof:


(a)       Proceedings
other than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to
or participant, or otherwise becomes involved in, in any Proceeding (as hereinafter defined) other than a Proceeding by or in the
right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful.


(b)       Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in
any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall
be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged by
a court to be liable to the Company unless and only to the extent that the court in which the Proceeding was brought shall determine
that Indemnitee is fairly and reasonably entitled to indemnification.


(c)       Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his or her Corporate Status, a party to or participant in and is successful, on the merits or
otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, he or she shall be indemnified
to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation,
the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to
be a successful result as to such claim, issue or matter.


2.       Additional
Indemnity. In addition to, and without regard to any limitations on the indemnification provided for in Section 1 of
this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless
Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by
him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, 



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a party
to or participant in any Proceeding (including a Proceeding by or in the right of the Company). The only limitation that shall
exist upon the Company’s obligations pursuant to this Agreement, other than those set forth in Section 9 hereof, shall
be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


3.       Contribution.


(a)       Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), to the fullest extent permitted by applicable law, the Company shall pay, in the first instance, the entire
amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment
and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not,
without the Indemnitee’s prior written consent, enter into any such settlement of any action, suit or proceeding (in whole
or in part) unless such settlement (i) provides for a full and final release of all claims asserted against Indemnitee and (ii)
does not impose any Expense, judgment, fine, penalty or limitation on Indemnitee.


(b)       Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
to the fullest extent permitted by applicable law, the Company shall contribute to the amount of Expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits
received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable
with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand,
from the transaction or event from which such action, suit or proceeding arose; provided, however, that the proportion
determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to
the relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the transaction or event that resulted in such expenses, judgments, fines or settlement amounts, as well
as any other equitable considerations which the law may require to be considered. The relative fault of the Company and all officers,
directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in
such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among
other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which
their liability is primary or secondary and the degree to which their conduct is active or passive.


(c)       To
the fullest extent permitted by applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from
any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who
may be jointly liable with Indemnitee.


(d)       To
the fullest extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and 



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reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


4.       Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, is made (or asked) to respond to
discovery requests, or is otherwise asked to participate, in any Proceeding to which Indemnitee is not a party, he shall be indemnified
against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.


5.       Advancement
of Expenses. Notwithstanding any other provision of this Agreement (other than Section 7(e) and Section 9), the
Company shall advance, to the extent not prohibited by law, all Expenses incurred by or on behalf of Indemnitee in connection with
any Proceeding (or part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior
approval of the Board as provided in Section 9(d) by reason of Indemnitee’s Corporate Status, within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee. The Indemnitee shall repay any Expenses advanced if it shall ultimately be determined that Indemnitee
is not entitled to be indemnified against such Expenses. Any advances pursuant to this Section 5 shall be unsecured
and interest free. In accordance with Sections 7(d) and 7(e) of this Agreement, advances shall include any and all
reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and
forwarding statements to the Company to support the advances claimed. This Section 5 shall not apply to claim by Indemnitee
for expenses in a matter for which indemnity and advancement of expenses is excluded pursuant to Section 9.


 


6.       Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


(a)       To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not
relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially
prejudices the interests of the Company.


(b)       Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum,
(2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than
a quorum, (3) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (4) if so directed by the Board, by the stockholders
of the Company; provided, however, that if a Change in Control has occurred, the 



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determination with respect to Indemnitee’s
entitlement to indemnification shall be made by Independent Counsel.


(c)       In
the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall
be selected as provided in this Section 6(c). If a Change in Control has not occurred, the Independent Counsel shall be
selected by the Board, and the Company shall give written notice to the Indemnitee advising him or her of the identity of the Independent
Counsel so selected. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the
Company a written objection to such selection; provided, however, that such objection may be asserted only on the
ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section 12 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made and
substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn
or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent Counsel shall
be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the
preceding sentence shall apply), and approved by the Board within 20 days after notification by Indemnitee. If (i) an Independent
Counsel is to make the determination of entitlement pursuant to this Section 6, and (ii) within 20 days after submission
by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have
been selected (including as a result of an objection to the selected Independent Counsel), either the Company or Indemnitee may
petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection
which shall have been made by Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as
Independent Counsel of a Person selected by the court or by such other Person as the court shall designate, and the Person with
respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 6(b)
hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel
in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident
to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


(d)       In
making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall to
the fullest extent permitted by law presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking
to overcome this presumption shall have the burden of proof to overcome such presumption. Neither the failure of the Company (including
by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to
this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable
standard of conduct.


(e)       Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise
by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise.
In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall
not be imputed to 



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Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the
foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


(f)       If
the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall to the fullest extent permitted by law be deemed to have been made and Indemnitee shall
be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be
extended for a reasonable time, not to exceed an additional thirty (30) days, if the Person making such determination with respect
to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information
relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply
if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this
Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or
the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at
an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or
(B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.


(g)       Indemnitee
shall cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such Person upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Person
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


(h)       The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with or without payment of money or other consideration), it shall to the fullest extent permitted
by law be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking
to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


(i)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the 



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Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.


7.       Remedies
of Indemnitee.


(a)       In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days
after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made within ten (10)
days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have
been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court
of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification,
contribution or advancement of Expenses. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee
shall commence such adjudication or arbitration within one hundred eighty (180) days following the date on which Indemnitee first
has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s
right to seek any such adjudication or arbitration.


(b)       In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 7 shall be conducted in all
respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination
under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 7, Indemnitee shall
be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose other than
to establish its compliance with the terms of this Agreement. If Indemnitee commences a judicial proceeding or arbitration pursuant
to this Section 7, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 5
until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of
appeal have been exhausted or lapsed).


(c)       If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


(d)       In
the event that Indemnitee, pursuant to this Section 7, incurs costs, in a judicial or arbitration proceeding or otherwise,
attempting to enforce his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’
and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance,
any and all expenses (of the types described in the definition of Expenses in Section 12 of this Agreement) actually and
reasonably incurred by him or her in such efforts, regardless of whether Indemnitee ultimately is determined to be entitled to
such indemnification, advancement of expenses or insurance recovery, to the fullest extent permitted by applicable law. It is the
intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur legal fees or
other Expenses associated with the 



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interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by
litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to Indemnitee hereunder.


(e)       The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


(f)       Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


8.       Non-Exclusivity;
Survival of Rights; Insurance; Subrogation.


(a)       The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled under applicable law, the Amended and Restated Certificate of
Incorporation of the Company (the “Certificate of Incorporation”), the Bylaws, any agreement, a vote of stockholders,
a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether
by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation,
Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits
so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


(b)       The
Company shall, if commercially reasonable, obtain and maintain in effect during the entire period for which the Company is obligated
to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide the
directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. Indemnitee shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of the coverage available for any such officer or director under such
policy or policies. In all such insurance policies, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee
with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors and officers.
At the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


(c)       In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.



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(d)       The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
of Expenses is provided) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.


(e)       The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


9.       Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity or advancement of expenses in connection with any claim made against Indemnitee:


(a)       for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;


(b)       for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law;


(c)       for
reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee
from the sale of securities of the Company in each case as required under the Exchange Act (including any such reimbursements that
arise from an accounting restatement of the Company’s financial statements pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”) or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act in connection with an accounting restatement of the Company’s financial statements or the payment to the Company of profits
arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act;


(d)       in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Company has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii)
the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement; or


(e)       any
reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted
by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock
exchange listing requirements implementing Section 10D of the Exchange Act.


10.       Non-Disclosure
of Payments. Except as expressly required by the securities laws of the United States of America, neither party shall disclose
any payments under this Agreement unless prior approval of the other party is obtained. If any payment information must be disclosed,
the Company shall afford the Indemnitee an opportunity to review all such disclosures and, if requested, to explain in such statement
any mitigating circumstances regarding the events to be reported.


11.       Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue until and terminate upon the later
of (i) twenty (20) years after the date that Indemnitee shall 



    	 	9	 



     


    

have ceased to serve as a director or officer of the Company or a
director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) one (1)
year after the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted
rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section
7 of this Agreement relating thereto (including any rights of appeal of any Section 7 Proceeding). Termination of this
Agreement shall not adversely affect any right or protection hereunder of the Indemnitee in respect of any Proceeding (regardless
of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring
prior to the time of such termination. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal
and legal representatives.


12.       Definitions.
For purposes of this Agreement:


(a)       “Affiliate”
means any corporation, trade or business or other entity, including but not limited to partnerships, limited liability companies
and joint ventures, with respect to which the Company, directly or indirectly, owns as applicable (a) shares, stock or other ownership
interests possessing fifty percent (50%) or more of the total combined voting power of all classes of shares, stock or other ownership
interests entitled to vote, or fifty percent (50%) or more of the total value of all classes of shares, stock or other ownership
interests of such corporation or other entity, or (b) an aggregate of fifty percent (50%) or more of the profits interests or capital
interests of a non-corporate entity. Affiliate includes any corporation, trade or business or other entity that becomes such on
or after the date hereof.


(b)       “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however,
that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company
approving a merger of the Company with another entity.


(c)       “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:


 


(i) The accumulation in any number of
related or unrelated transactions (other than an offering of shares of the Company’s common stock to the general public through
a registration statement filed with the Securities and Exchange Commission) by any Person of beneficial ownership (as such term
is used in Sections 13(d) and 14(d)(2) of the Exchange Act) of more than fifty percent (50%) of the combined voting power of the
Company’s voting stock; provided that for purposes of this subsection (a), a Change in Control will not be deemed to have
occurred if the accumulation of more than fifty percent (50%) of the voting power of the Company’s voting stock results from
any acquisition of voting stock (i) by the Company or any Affiliate, (ii) by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any Affiliate, (iii) by any Significant Stockholder, (iv) by any Person that, prior to the transaction,
directly or indirectly, controls, is controlled by, or is under common control with, the Company, or (v) by any Person pursuant
to a merger, consolidation or reorganization (a “Business Combination”) that would not cause a Change in Control
under subsection (b) below;


(ii) Consummation of a Business Combination,
unless, immediately following that Business Combination, (i) all or substantially all of the Persons who were the beneficial owners
of voting stock of the Company immediately prior to that Business Combination beneficially own, directly or indirectly, more than
fifty percent (50%) of the 



    	 	10	 



     


    

combined voting power of the Company’s voting stock resulting from that Business Combination (including,
without limitation, an entity that as a result of that transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their
ownership, immediately prior to that Business Combination, of the voting stock of the Company and (ii) no Person other than a Significant
Stockholder has beneficial ownership of fifty percent (50%) or more of the combined voting power of the Company’s voting
stock (including any entity that as the result of that transaction owns the Company or all or substantially all of, the Company’s
assets either directly or through one or more subsidiaries);


(iii) During any twelve (12)-month
period, Incumbent Board Members cease to constitute a majority of the Board;


(iv) A sale or other disposition of
all or substantially all of the assets of the Company, except pursuant to a Business Combination that would not cause a Change
in Control under subsection (b) above; and


(v) A complete liquidation or dissolution
of the Company, except pursuant to a Business Combination that would not cause a Change in Control under subsection (b) above.


 


(d)       “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company,
any direct or indirect subsidiary of the Company, or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that such person is or was serving at the express written request of the Company.


(e)       “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


(f)       “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee,
agent or fiduciary.


(g)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


(h)       “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in
a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include
Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the
premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


(i)       “Holdings”
means GreenSky Holdings, LLC.






    	 	11	 



     


    

(j)       “Incumbent
Board Member” means an individual who either is (a) a member of the Board as of the date hereof or (b) a member who becomes
a member of the Board subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least sixty percent (60%) of the then Incumbent Board Members (either by a specific vote or by approval
of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination),
but excluding, for that purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board.


(k)       “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and disbursements of the Independent
Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.


 


(l)       “IPO”
means the underwritten initial public offering of shares of the Company’s Class A Common Stock.


 


(m)       “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person
shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company,
and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company.


(n)       “Proceeding”
includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in
which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was an officer
or director of the Company, by reason of any action taken by him or her or of any inaction on his or her part while acting as an
officer or director of the Company, or by reason of the fact that he or she is or was serving at the request of the Company as
a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise;
in each case, whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement,
but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under
this Agreement.


(o)“Reorganization
Agreement” means the Reorganization Agreement, dated [], 2018, among the Company, Holdings and the holders of equity
interests in Holdings prior to the transactions contemplated thereby.






    	 	12	 



     


    

(p)       “Significant
Stockholder” shall mean any “person” or related “group” of “persons” (as such terms
are used in Sections 13(d) and 14(d)(2) of the Exchange Act) that, immediately following the actions described in Section 4(a),
(b), (c) and (d) of the Reorganization Agreement and prior to the completion of the IPO, holds ten percent (10%) or more of the
total combined voting power of all classes of common stock of the Company and/or would hold ten percent (10%) or more of the total
combined voting power of all classes of common stock of the Company if their Holdings equity securities were exchanged or converted
for common stock of the Company (ignoring for purposes of such calculation any common stock issued in connection with the Company’s
IPO to persons or entities other than the holders of equity interests in Holdings).


13.       Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the fullest extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of
this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent manifested thereby. Without limiting the generality of
the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable
laws.


14.       Enforcement
and Binding Effect.


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.


 


(b)       Without
limiting any of the rights of Indemnitee under the Certificate of Incorporation or Bylaws of the Company as they may be amended
from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof.


(c)       The
indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit
of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


(d)       The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


(e)       The
Company and Indemnitee agree herein that a monetary remedy for breach of this 



    	 	13	 



     


    

Agreement, at some later date, may be inadequate
or impracticable, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity
of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further
agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith.
The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and
the Company hereby waives any such requirement of such a bond or undertaking.


15.       Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


16.       Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification or advancement of Expenses covered hereunder. The failure to so notify the Company shall not relieve
the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that
such failure or delay materially prejudices the Company.


 


17.       Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) 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:


(a)       To
Indemnitee at the address set forth below Indemnitee’s signature hereto.


(b)       To
the Company at:


GreenSky, Inc.


5565 Glenridge Connector


Suite 700


Atlanta, Georgia 30342


Attention: Steven E. Fox


e-mail:


or to such other address as may have been furnished to
Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


18.       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement. This Agreement also may be executed and delivered by facsimile signature and in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


19.       Headings.
The headings of the paragraphs of this Agreement are inserted for convenience 



    	 	14	 



     


    

only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


20.       Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal
court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of
the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement.


 


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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on and as of the day and year first written above.


 





	 	GREENSKY, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Name:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 











 


 






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