PROGRAM AGREEMENT

BETWEEN CREDIT SERVICES ORGANIZATION AND THIRD-PARTY LENDER

THIS PROGRAM AGREEMENT (as may be amended, modified or restated from time to time, this “ Agreement ”) is entered into by and between INTEGRITY FUNDING OHIO LLC , a Delaware limited liability company (“ Lender ”), and RISE CREDIT SERVICE OF OHIO, LLC a Delaware limited liability company (“ CSO ”), on the dates set forth with the respective signatures, but effective September 29, 2017 (“ Effective Date ”).

WHEREAS, CSO is registered as a credit services organization under Sections 4712.01 to 4712.14 of the Revised Code of Ohio and authorized to provide credit services to individuals for personal, family or household purposes (“ Consumers ”) in connection with extensions of consumer credit by others (“ CSO Services ”);

WHEREAS, Lender is registered and permitted to extend credit to Consumers under the Ohio Mortgage Loan Act, subject to applicable state and federal law and regulation;

WHEREAS, Lender has a program for the origination and consummation of Loans pursuant to this Agreement ( “Loan Program” );

WHEREAS, in accordance with Lender’s established lending criteria as may be amended from time to time (“ Lender’s Policies ”), Lender desires to extend credit to Consumers (“ Loans ”); and

    

WHEREAS, CSO has a program for providing credit services to Ohio Consumers over the internet including issuing guaranties on behalf of Consumers to enhance their credit, and brokering Loans between Lender and Consumers pursuant to this Agreement and the Program Guidelines ( “CSO Program” ).

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained in this Agreement, the sufficiency of which is hereby conclusively acknowledged, and intending to be legally bound, Lender and CSO (singularly a “ Party ” and together, the “ Parties ”) agree as follows:

B.      LENDER’S MAKING OF LOANS.

1.      Loans .

Lender in its sole discretion shall determine all of the conditions, terms and features of the Loans, including loan amounts, fees and charges, interest rates, credit limits, and credit standards of the Loans. Subject to the terms of this Agreement, Lender agrees that it will make Loans from time to time, in its sole discretion, based on Lender’s criteria to Consumers who submit an application through CSO and meet the credit standards set forth in Lender’s Policies. CSO shall either contact Lender directly or, in the alternative, use a third-party underwriter designated by Lender, to obtain only “approvals” or “denials” for applications based on Lender’s Policies, including Lender’s underwriting criteria and scoring models. Neither Lender, nor CSO, nor their respective employees shall suggest to Consumers that Loans are made or approved by CSO. Except as expressly provided in this Agreement, Lender shall be the sole owner of all Loans made pursuant to this Agreement and CSO shall have no right, title or interest in such Loans. CSO shall mark its

books and records to indicate clearly the Lender’s ownership interest in any Loans and Lender’s Loan Documents (as defined in Section D(3)(c) . Nothing herein shall be deemed to commit Lender to originate or fund any particular level or number of Loans.

    

It is the intention of CSO and Lender to comply with federal, state and local laws, including all statutes, regulations, ordinances and judicial, regulatory and administrative interpretations thereof applicable to the CSO Program and the Loan Program (“Applicable Law”) and to operate independently of each other in their respective capacities as credit services organization and lender.

1. Program Guidelines . 

Lender and CSO will mutually agree upon the Program Guidelines in writing and will comply with such Program Guidelines, as the same may be amended from time to time by written agreement of the Parties.  The Parties may modify the then current Program Guidelines only by means of a written agreement signed by duly authorized representatives of both parties.  Both Parties agree to act in good faith and in a commercially reasonable manner in connection with the establishment and modification, if any, of the Program Guidelines.  The Parties agree to perform their duties and responsibilities under this Agreement in accordance with the provisions of the Program Guidelines, as they may be modified from time to time.

2. Regulatory Examinations and Audits .

   

Lender and CSO acknowledge that each can be subject to any local, state, or federal regulatory authority having jurisdiction or exercising regulatory or similar oversight with respect to Lender, CSO, or Third Party Service Providers ( “ Regulatory Authority ” ). Notwithstanding the foregoing, nothing herein shall be deemed to constitute an acknowledgement by any Party hereto that any Regulatory Authority has jurisdiction or exercises regulatory or similar oversight with respect to the Loans, the CSO Program and/or the Loan Program or any Party hereto with respect to the performance of their respective obligations hereunder. Each Party agrees to submit to any examination which may be required by any Regulatory Authority with audit and examination authority over the other Party, to the fullest extent that such Regulatory Authority may require and to the fullest extent provided by law. Each Party (either directly or by the use of accountants or other agents or representatives) may audit, inspect, and review the other Party’s files, records, and books with respect to the Loans, compliance with the CSO Program and/or the Loan Program and its business operations. Each Party agrees to submit such information as the other Party may from time to time reasonably request in order to ascertain the submitting Party’s compliance with the requirements of this Agreement and compliance with the CSO Program and/or the Loan Program. Each Party agrees to submit to operational audits and audits of such Party’s electronic data processing functions, as the other party may reasonably request from time to time. The auditing party will promptly submit the results of such audits to the audited party. Any such audit shall be performed at the auditing party’s sole cost and expense. The parties acknowledge and agree that, as and to the extent provided by law, Lender shall be responsible to Borrowers, prospective Borrowers, and Regulatory Authorities having jurisdiction over Lender, the CSO Program and/or the Loan Program for compliance with the Rules as they may apply to the Loans and the Program Materials, but subject to the full performance by CSO of its obligations hereunder and the accuracy of CSO’s warranties and representations set forth herein concerning compliance with the Rules. CSO acknowledges that in discharging its compliance obligations under the Rules Lender shall rely on the full

performance by CSO of its duties and obligations hereunder and the accuracy of CSO’s warranties and representations set forth herein.

D.      CSO’S SERVICES.

1.      CSO Services provided by CSO .

CSO shall solely determine the Consumers to whom it desires to provide CSO Services and, in accordance with CSO’s procedures, enter into a signed, written agreement with each such Consumer regarding the CSO Services it will provide, a form of which CSO has provided to Lender (“ CSO Agreement ”). The CSO Services may include all or some of the following services: (1) assisting Consumers in obtaining Loans from Lender in accordance with Lender’s Policies as adopted from time to time; (2) providing a guaranty to Lender on behalf of a Consumer for such Loan; and (3) assisting Consumers in completing the Loan Documents (as defined in Section D(3)(c) ).

2.      No Ownership of CSO by Lender .

It is expressly agreed that: (i) Lender shall not hold any ownership or leasehold interest in any CSO center or any personal property located therein, except for Loan Documents (as defined in Section D(3)(c) ); (ii) no Lender employees shall work in any CSO center; and (iii) Lender shall exercise no authority or control over CSO’s employees or methods of operation, except as set forth in this Agreement.

3.      Servicing of Loan Applications and Execution of Loan Documents .

(a)      CSO employees shall accept appropriate documentation required by Lender from Consumers over the internet in order to complete an application in connection with a request for a Loan (“ Application ”). CSO shall not discourage any prospective applicant from submitting an Application for a Loan from Lender. As part of the CSO Services, CSO shall provide reasonable assistance to each prospective applicant in completing an Application. All forms required by CSO for CSO Services shall be prepared by CSO. CSO shall not discriminate against any Consumer in the credit application process on any “prohibited basis,” as such term is defined in the Federal Equal Credit Opportunity Act and Regulation B.

(b)      Based upon the information provided by Consumers to Lender through CSO and Lender’s Policies, Lender shall be solely responsible for determining whether to extend credit to Consumers. Subject to the terms of this Agreement, Lender shall extend credit to Consumers who meet Lender’s criteria and submit Applications through CSO’s website, and Lender represents that it will independently make an evaluation of the creditworthiness of the Consumer in deciding whether to make a Loan to each Consumer. For any Consumer whose Application is rejected based upon Lender’s criteria, Lender shall provide to the Consumer an appropriately completed adverse action notice (“ Adverse Action Notice ”). Consumers shall be provided with copies of CSO’s privacy policy and Lender’s privacy policy.

  

(c)      Lender’s Loans hereunder shall be evidenced by a consumer loan agreement containing a waiver of jury trial and arbitration provision (the “ Loan Agreement ”), which shall be signed by Lender with a computer-generated signature of an officer of Lender, any required disclosures and such other documentation as required by Lender. Forms of the Application, the Adverse Action Notice, the Loan Agreement, the Arbitration Agreement and Class Action Waiver, the Lender’s privacy policy, and any ACH Authorization as defined in this Agreement if any (collectively, the “ Loan Documents ”) shall be provided to Consumers through CSO’s website. The Loan Documents shall be completed in accordance with the Lender’s Policies, a copy of which shall be provided to CSO. Lender will inform CSO in writing of any changes to the Loan Documents or Lender’s Policies at least thirty (30) days before they are adopted and/

or implemented by Lender, unless such changes are mandated to be adopted and/or implemented earlier by Applicable Law. In connection with the Loans made by Lender, CSO shall only use the Loan Documents approved in writing by Lender.

(d)      For each Loan provided to a Consumer, CSO shall: (A) obtain an executed Loan Agreement and such other documents as may be required by Lender pursuant to the Lender’s Policies; and (B) deliver to the Consumer a copy of the Loan Agreement, and any required disclosures, in accordance with Applicable Law.

4.      Lender’s handling of payments on Loans; Remittance of CSO Fees .

At loan maturity, Lender shall debit, in accordance with the Consumer’s instructions in the Loan Agreement, any amounts due from the Consumer. Payments to CSO upon receipt of a provisional credit for an ACH debit to a Consumer’s deposit account shall be provisional to CSO, on the condition of final payment to Lender for the ACH debit to the Consumer’s deposit account. Lender shall provide the form of any payment receipt provided to Consumers. CSO shall not have authority to agree to any modification or amendment of any Loan Documents, or to waive or grant any exception to enforcement of the Loan Documents in accordance with their terms (including amounts payable thereon). Lender shall pay any fees due to CSO from Consumer in accordance with Consumer’s instructions in the CSO Agreement.

   

5.      Document Retention .

Lender shall engage a servicer to maintain and retain the original of all Loan Documents (in electronic format), and CSO may retain copies of all Loan Documents. Each shall maintain copies of Loan Documents for the period required by Applicable Law, but not less than twenty-four (24) months. The records and documentation maintained pursuant to this Agreement shall be maintained in a secure environment at all times and in compliance with Applicable Law.

6.      Guaranty .

CSO and Lender shall, as of the Effective Date of this Agreement, enter into a separate Guaranty that will govern CSO’s guaranty of each Loan made by Lender to a Consumer. CSO shall establish and fund a reserve account on Lender’s books to secure CSO’s guaranty to Lender in an aggregate amount agreed upon by the Parties from time to time.

7.      Loan Refinancings .

Loan refinancings shall be permitted only in accordance with Lender’s Policies. The Parties acknowledge that refinancings shall be documented as a new Loan and CSO will provide Lender with a new guaranty with respect to each such new Loan.

8.      Reports .

During the term of this Agreement, each Party shall provide the other Party data submissions and reports reasonably required by the other Party for the purpose of maintaining effective internal controls and to monitor results under this Agreement and each Party’s obligations hereunder (“ Program Administration ”). Additionally, CSO agrees to prepare quarterly balance sheets and quarterly statements of income, retained earnings and cash flows for the last TWELVE (12) months, together with complete and accurate books, records, and accounts prepared and maintained on a consistent basis and in accordance with generally accepted accounting principles (collectively, the “ Financial Information ”).  Upon the request by Lender, CSO

hereto agrees to deliver to Lender, within THIRTY (30) days of receiving such request, the Financial Information, certified as true and correct by an officer or principal of CSO (such request not to be made more often than one time every calendar quarter).  Additionally, CSO shall provide to Lender, as soon as available and in any event within NINETY (90) days after the end of each fiscal year, financial statements of CSO (on a consolidated and consolidating basis) to include a balance sheet, income statement, cash flow statement, and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” that describes the financial condition and results of operations of the CSO and its consolidated subsidiaries (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the CSO and its subsidiaries), as of the end of such fiscal year, audited by independent certified public accountants of recognized standing satisfactory to Lender. In no event will the obligations in this Section D.8 be interpreted to require CSO to violate any obligations, restrictions or limitations applicable to CSO or any of its affiliates imposed the Securities and Exchange Commission.

9.      Annual Compliance Statements and Access to Centers, Books, and Records .

    

If Lender makes a written request to CSO, CSO shall furnish Lender a sworn annual compliance certificate affirming its current compliance and earlier compliance with each of the following covenants during the previous year:

Any failure or inability to timely truthfully issue such annual compliance certificate after written request by Lender shall be an Event of Default, as defined in this Agreement, if it is not resolved by CSO within 30 days after written notice to CSO by Lender detailing the deficiency.

During the term of this Agreement, Lender, any regulatory agencies with regulatory authority over Lender and any of Lender’s internal or external auditors, shall have reasonable access upon prior written notice to CSO’s office in Texas and, to the extent reasonably necessary, CSO’s corporate offices and its officers, directors, employees and contractors, and to the books and records of CSO for the purpose of Program Administration. In particular it is agreed that any regulatory authorities of Lender shall have the authority to conduct examinations of CSO and its management and information systems in order to ensure compliance with Lender’s Policies and all Applicable Laws relevant to Lender and its operations. During the term of this Agreement CSO and any of CSO’s internal or external auditors shall have reasonable access to Lender’s books and records related to the CSO Program for the sole purpose of Program Administration. Any such review, inspection or examination by Lender, CSO, or their respective internal and external auditors shall take place during the Parties’ normal business hours.

10.      Training .

CSO shall train and supervise its employees to act in conformity with CSO’s procedures in providing credit services and to ensure that all loans arranged by CSO comply with Lender’s Policies provided in writing to CSO by Lender and the requirements of Applicable Law pertaining to their duties.

        

11.      Third Party Service Providers .

Lender or CSO may directly or indirectly retain any contractor or service provider that provides or renders services in connection with the CSO Program or the Loan Program. (“ Third Party Service Provider ” ). CSO must obtain prior written approval before arranging with a Third Party Service Provider to perform any of CSO’s duties pursuant to this Agreement. CSO shall be responsible for supervising any Third Party Service providers retained by it and ensuring their compliance with this Agreement and the Lender’s Policies. For purposes of this Agreement, any reference to a Third Party Service Provider excludes CSO or any affiliate of CSO.

12.      Electronic Commerce .

Each of CSO and Lender shall adopt and maintain reasonable procedures with respect to Applicable Law dealing with electronic commerce with Consumers, including disclosures, consents, notices, signatures, communications, consumer access, document availability and delivery, storage, and other electronic commerce matters.

13.      Loan Program .

As part of its independent obligations hereunder, CSO will cause the Loans to be arranged in accordance with the terms and conditions of the Loans, this Agreement, the Lender’s Policies, the Loan Program, and all Applicable Laws. Lender will cause the Loan Documents to be compliant with all Applicable Laws, including any usury laws, consumer protection laws, the federal Truth in Lending Act and Regulation Z, and limits on fraudulent or unconscionable conduct.

14.      Safeguarding .

Each of CSO and Lender shall adopt and maintain reasonable procedures relating to administrative, technical, and physical safeguards designed to (i) ensure the security and confidentiality of NPI (defined below) that such Party receives; (ii) protect against any anticipated threats or hazards to the security or integrity of NPI that such Party receives; (iii) protect against the unauthorized access to or use of NPI that such Party has in its possession which could result in substantial harm or inconvenience to any Consumer; (iv) protect Consumers’ NPI to ensure the Parties do not violate Applicable law or the Parties’ respective Privacy Policies; and (v) ensure the proper disposal of NPI that such Party has in its possession. For these purposes, “ NPI ” shall mean any nonpublic personally identifiable information about a Consumer obtained in connection with a Loan, CSO Services or other financial services in the CSO Program or Loan Program.

15.      Insurance .

CSO shall procure and maintain such insurance as described on Exhibit “A.” All such liability policies of insurance, including umbrella policies, shall name Lender and its successors and assigns as additional insureds under such policies of insurance. Further, such policies of insurance shall provide that cancellation of the policies will not be effective without Lender receiving written notice, at Lender’s notice address included in Section H(3) , as it may be amended from time to time as per Section H(3) , at least thirty (30) days prior to the effective date of any such cancellation, nonrenewal, or change in coverage.

E.      LENDER’S REPRESENTATIONS AND WARRANTIES.

Lender hereby represents and warrants to CSO, as of the Effective Date and on a continuing basis throughout the term of this Agreement, that:

1.      Lender is a duly organized and validly existing limited liability company, organized under the laws of Delaware and authorized to do business in Ohio, and has the power and authority and all requisite licenses, permits and authorizations to execute and deliver this Agreement and perform its obligations hereunder. Lender is not affiliated with CSO or any affiliate of CSO.

2.      This Agreement has been duly authorized by Lender, has been duly executed and delivered by Lender, and constitutes the legal, valid and binding agreement of Lender, enforceable against Lender in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or other laws affecting creditor’s rights and remedies generally and by general principles of equity (regardless of whether in a proceeding in equity or at law).

3.      The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (A) violate or conflict with any provision of the Certificate of Formation, limited liability company agreement or other governing documents of, or any agreement, contract, lease, or obligation to which Lender is a party or by which Lender is bound, including any exclusivity or other provisions of any other agreement to which Lender or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Lender to engage in activities competitive with the business of any other party; or (B) violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of or entitle any party to accelerate any obligation under or pursuant to, any material mortgage, lien, lease, agreement, instrument, order, law, arbitration award, judgment or decree to which Lender is a party or by which Lender or any of its assets may be bound.

4.      There are no undisclosed regulatory actions, investigations, or lawsuits against Lender or its affiliates, that would materially affect the ability of Lender to perform its obligations under this Agreement, or relate to loans made in connection with the provisions of CSO Services.

5.      To the best of Lender’s knowledge, no written or electronic information or financial statements provided to CSO in contemplation of this Agreement contained any material omissions of fact or were materially incorrect.

6.      Neither Lender nor any principal thereof has been or is the subject of any of the following: (A) Criminal conviction; (B) IRS lien; (C) Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters, or participation in the affairs of a financial institution; (D) Administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator, or any other state or federal Regulatory Authority; or (E) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of Lender or any principal thereof. For purposes of this Section, the word “principal” of Lender shall include (i) any person exercising control over Lender, (ii) any officer or director of Lender, and (iii) any person actively participating in the control of Lender’s business.

F.      CSO’S REPRESENTATIONS AND WARRANTIES.

CSO hereby represents and warrants to Lender, as of the Effective Date and on a continuing basis throughout the term of this Agreement, that:

1.      CSO is a duly organized and validly existing limited liability company, formed under the laws of the State of Delaware and registered to do business in Ohio and has the power and authority and all requisite licenses, permits and authorizations (including a registration to do business in Ohio as a credit services organization) to execute and deliver this Agreement and perform its obligations hereunder. CSO is not affiliated with Lender or any affiliate of Lender.

2.      This Agreement has been duly authorized by CSO, has been duly executed and delivered by CSO, and constitutes its legal, valid and binding agreement, enforceable against CSO in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, assignment for the benefit of creditors, or other laws affecting creditors’ rights and remedies generally and by general principles of equity (regardless of whether in a proceeding in equity or at law).

3.      The execution of this Agreement and the completion of all actions required or contemplated to be taken by CSO hereunder are within the ordinary course of CSO’s business.

    

4.      The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (A) violate or conflict with any provision of its operating agreement or other governing documents of or any agreement or contract or obligation to which CSO is a party or by which CSO is bound, including any exclusivity or other provisions of any other agreement to which CSO or any related party is a party, and including any non-compete agreement or similar agreement limiting the right of CSO to engage in activities competitive with the business of any other party; or (B) violate or conflict with, constitute a breach of or default under, result in the loss of any material benefit under, or permit the acceleration of or entitle any party to accelerate any obligation under or pursuant to, any material mortgage, lien, lease, agreement, instrument, order, law, arbitration award, judgment or degree to which CSO is a party or by which CSO or any of its assets may be bound.

5.      There are no undisclosed regulatory actions, investigations, or lawsuits against CSO or its affiliates that would materially affect the ability of CSO to perform its obligations under this Agreement or relate to the provision of CSO Services, or the making or administration of loans in connection with CSO Services.

6.      To the best of CSO’s knowledge, no written or electronic information or financial statements provided to Lender in contemplation of this Agreement contained any material omission of fact or were materially incorrect.

7.      The fees and charges that CSO contracts for and charges to Consumers who obtain Loans do not violate Applicable Law.

8.      CSO has not, and will not, utilize the intellectual property, trade secrets, or other confidential business information of any third party in connection with the development of any program materials.

9.      Neither CSO nor any principal thereof has been or is the subject of any of the following that has not been previously disclosed and acknowledged by Lender: (A) Criminal conviction; (B) IRS lien; (C) Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters, or participation in the affairs of a financial institution; (D) Administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator, or any other state or federal Regulatory Authority; or (E) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of CSO or any principal thereof. For purposes of this Section the word “principal” of CSO shall include (i) any person exercising control over CSO, (ii) any officer or director of CSO, and (iii) any person actively participating in the control of CSO’s business.

G.      INDEMNIFICATION.

1.         CSO’s Indemnification Obligations .

a.          Except to the extent of Damages (as defined in Section G. 4. ) expressly excluded under this Agreement, CSO hereby agrees to defend, indemnify and hold harmless, Lender and its affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " Lender Indemnified Parties "), from and against any and all Damages suffered or incurred by the Lender Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (i) any actual or alleged injury (physical or otherwise) to any actual or prospective Consumer, to any actual or prospective customer of CSO, or to any employee of CSO actually or allegedly caused in whole or in part by CSO or any CSO Indemnified Party (as defined in Section G. 2. a. ); (ii) any act or omission (whether one or more) of CSO or its employees, agents or representatives related to this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (iii) any act or omission (whether one or more) of any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (iv) the inaccuracy of any warranty or representation made by any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (v) the breach of any obligation owed by any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (vi) any breach by CSO (or its employees, agents or representatives)

of its obligations under or related to this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (vii) any other claim, allegation or investigation asserted by or on behalf of a Consumer, a prospective Consumer or a Regulatory Authority with respect to the Loans or the activities, practices, and/or procedures of the parties actually or allegedly caused in whole or in part by CSO or any CSO Indemnified Party (as defined in Section G. 2. a. ; (viii) any examination or audit of CSO conducted by a Regulatory Authority as provided in Section C. 3 ., resulting in a finding or issue that is not the result of Lender’s actions; (ix) any burglary, robbery, fraud or theft at any of CSO’s locations or on any of CSO’s premises; and (x) any administration of the Loans by persons other than Lender and its employees (including loss, theft or misuse of Loan proceeds, Loan payments and drafts and instruments issued or received in connection therewith).

b.         The obligations of CSO to defend, indemnify and hold harmless Lender and the Lender Indemnified Parties under this Section G. 1. shall not extend to Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (i) burglary, robbery, fraud or theft from or at any premises of the Lender, (ii) the administration of the Loans by any person other than CSO, its employees or any Third Party Service Provider engaged by it; (iii) Lender’s alleged or actual violation of federal or state securities laws or laws pertaining to the formation, organization and operation of entities; (iv) claims brought by the employees or shareholders of any Lender Indemnified Party; (v) a decline in the value of the ownership interests of Lender, its partners and affiliates; (vi) adverse publicity or customer relations problems encountered or suffered by any Lender Indemnified Party unrelated to the Loan Program or the CSO Program; (vii) the loss of non-Loan related business, or profits related thereto; (viii) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section G. ; (ix) any Lender Breach (hereinafter defined); or (J) the fraud or willful misconduct of Lender.  The term " Lender Breach " shall mean the breach by Lender of any of its obligations expressly set forth herein.

c.        CSO’s indemnification obligations under this Section G.1. shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section G.3. .  Except as otherwise provided in this Section G. , the obligations of CSO to defend, indemnify and/or hold the Lender Indemnified Parties harmless under this Section G. shall extend without limitation to the payment of all costs of defense for the actual or alleged omissions, negligence, gross negligence, and intentional acts of Lender, including Lender’s sole or concurrent negligence.  It is contemplated that CSO’s defense obligations under this Section G.1. may be, but shall not necessarily be, broader than its indemnification obligations hereunder.

2.         Lender’s Indemnification Obligations .

a.          Except to the extent of Damages expressly excluded under this Agreement or Damages for which CSO otherwise is obligated to defend, indemnify and/or hold harmless the Lender Indemnified Parties as set forth above, Lender hereby agrees to defend, indemnify and hold harmless, CSO and its members and affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " CSO Indemnified Parties "), from and against any and all Damages suffered or incurred by the CSO Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in

part out of or in consequence of any and all of the following: (i) any Lender Breach or the inaccuracy of any warranty or representation of Lender set forth in this Agreement; (ii) the willful act or omission of Lender or its employees, agents or representatives; (iii) any act or omission (whether one or more) of any Third Party Service Provider retained by Lender; (iv) the inaccuracy of any warranty or representation made for the benefit of CSO by any Third Party Service Provider retained by Lender; (v) the breach of any obligation owed to CSO by any Third Party Service Provider retained by Lender; (vi) any examination or audit of Lender conducted by a Regulatory Authority as provided in Section C. 3., resulting in a finding or issue that is not the result of CSO’s actions; and (vii) any burglary, robbery or theft by Lender or any of its affiliates (or any of their respective employees).

b.         Nothing herein shall be construed to require Lender to indemnify, defend or hold harmless the CSO Indemnified Parties (or any of them) for Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (i) any breach by CSO of its representations, warranties, covenants or obligations under this Agreement; (ii) the breach of any obligation of a Third Party Service Provider retained by CSO; (iii) the negligence or willful misconduct of CSO; any CSO Indemnified Party or any Third Party Service Provider retained by CSO; (iv) burglary, robbery, fraud or theft at or from any premises of the CSO or any CSO Indemnified Party; (v) administration of the Loans by persons other than Lender or its employees; (vi) any claim, investigation or allegation made by any regulatory or governmental authority or agency arising from or relating to the activities of CSO; (vii) any claim that any CSO Indemnified Party allegedly or actually violated any federal or state securities laws or laws related to the formation, organization and operation of entities; (viii) a decline in the value of the ownership interests of any CSO Indemnified Party; (ix) any claims brought by any owner or employee of any CSO Indemnified Party; (x) adverse publicity or customer relations problems suffered by any CSO Indemnified Party; (xi) the loss of non-Loan related business, or profits related thereto by any CSO Indemnified Party; (xii) non-monetary sanctions imposed by any court or Regulatory Authority; and (xiii) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section G. .

c.        Lender’s indemnification obligations under this Section G. 2. shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to Lender’s reimbursement rights under Section G. 3. .

3.         Obligation to Refund Advanced Damages .  In the event that either party hereto reimburses the other party hereto for Damages pursuant to the indemnification provisions of this Section G. , in advance of the final disposition of the underlying claim, and if it is ultimately determined by settlement or pursuant to the dispute resolution provisions hereof that such Damages directly arose out of an occurrence that did not require such indemnification under Section G. 1. or Section G. 2. , as applicable, then the reimbursed party agrees to repay to the other party any such Damages for which it received advanced reimbursement to which it was not entitled hereunder.  All Damages required to be repaid under this Section G. 3. shall be repaid within 5 business days following the above-described ultimate determination.

4.         Additional Definitions .  The Lender Indemnified Parties and the CSO Indemnified Parties sometimes are referred to herein as the " Indemnified Parties " or individually as an " Indemnified Party ," and " Indemnifying Party " may refer to CSO or Lender, in their capacities as indemnitors hereunder.  " Damages " means any and all claims, demands, liabilities, losses, penalties,

fines, judgments, damages, settlements, out-of-pocket costs, and expenses (including, without limitation, legal fees, court costs, accounting fees, disbursements and class action costs).

5.         Notice .  An Indemnified Party promptly shall notify the Indemnifying Party, in writing, of any suit or threat of suit of which that party becomes aware which may give rise to a right to indemnification under this Agreement (but in any event within 30 days of the discovery of such claim), and any Indemnified Party seeking indemnification hereunder promptly shall notify the Indemnifying Party, in writing, of any indemnified loss; provided, however, that the failure of an Indemnified Party alleging a right of indemnity hereunder to provide prompt notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only if and to the extent that the Indemnifying Party can prove that such failure to provide prompt notice actually and materially prejudiced its rights.  The Indemnified Party shall provide to the Indemnifying Party, as promptly as practicable after the delivery of such notice, all information and documentation reasonably requested by the Indemnifying Party to support and verify the claim asserted.

6.          Defense and Counsel .  At its sole cost and expense, the Indemnifying Party may employ counsel chosen by the Indemnifying Party, provided that such counsel shall be reasonably acceptable to the Indemnified Party.  The Indemnified Party shall have the right, at its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, that the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party reasonably concludes that the ability of the Indemnified Party to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations.  An Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed.  The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party.  If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.

7.         Joint Defense Agreement .  The parties agree that, if both parties are named as defendants in the same lawsuit, arbitration or other proceeding arising out of or related to this Agreement, the CSO Program and/or the Loan Program, the Parties may enter into a joint defense agreement reasonably acceptable to the Parties; provided, however, that any such joint defense agreement shall not preclude any party from asserting any counterclaims, cross-actions or third-party claims to which it may be entitled to assert.

8.         Survival .  This Section G. shall survive and shall continue to be binding on the parties notwithstanding any termination, cancellation or expiration of this Agreement.

9.          Each Party expressly agrees, warrants and represents that it has read the terms of this Section G. , understands same and that the terms of this Section G. are clear, conspicuous and unequivocal.

H.      TERMINATION.

1.      Term .

Unless otherwise terminated in accordance with the terms and conditions of this Agreement, the term of this Agreement will begin on the Effective Date and continue until the first anniversary of the Effective Date and will automatically renew for successive renewal terms of one (1) year each unless a Party provides written notice of non-renewal to the other Party at least sixty (60) days before the scheduled expiration of the existing original or renewal term.

2.      Termination .

(a)      Upon the occurrence of an Event of Default (as hereinafter defined) by either Party, the other Party may terminate this Agreement by giving written notice at least thirty (30) days in advance of termination and an opportunity for the defaulting Party to cure the Event of Default, provided that: (A) the non-defaulting Party may suspend its performance under this Agreement during the thirty (30) day period prior to any cure of the Event of Default; (B) the thirty (30) day written notice requirement shall not apply if the Event of Default is the failure of CSO to remit funds to Lender as required hereunder or pursuant to any other agreement between the Parties; and (C) the written notice requirement shall be only three (3) business days if the Event of Default is the Lender’s failure to fund any Loan arranged by CSO and approved by Lender as required under this Agreement.

(b)      It shall constitute an Event of Default by Lender hereunder if: (A) Lender shall be in material breach of any duty, obligation, representation, warranty or covenant hereunder; (B) Lender shall fail to fund a Loan arranged by CSO that satisfies Lender’s loan criteria as set forth in this Agreement and which has been approved by Lender; (C) Lender fails to remit funds to CSO as necessary; or (D) Lender shall file for protection under any state or federal bankruptcy or insolvency law, or file an assignment for the benefit of creditors proceeding, or an action shall be filed against Lender under any such law, or if Lender becomes insolvent or unable to meet its obligations as they become due, or if any regulatory authority takes control of Lender.

(c)      It shall constitute an Event of Default by CSO hereunder if (A) CSO shall be in material breach of any duty, obligation, representation, warranty, or covenant hereunder; (B) CSO discontinues arranging the Loans as required hereunder, or (C) CSO files for protection under any state or federal insolvency law, or files an assignment for the benefit of creditors proceeding, or an action shall be filed against CSO under any such law, or if CSO becomes insolvent or unable to meet its obligations as they become due.

(d)      Either Party may terminate this Agreement immediately if either Party is advised by any federal or state regulatory agency which has or asserts jurisdiction over either Party or the Loans that the performance of a Party’s obligations under this Agreement is or may violate any Applicable Law, constitute an unsafe or unsound practice, or jeopardize the Party’s standing with or any rating from any regulatory agency.

(e)      Either Party may terminate this Agreement immediately upon written notice to the other Party if such Party determines in its reasonable discretion that the performance of a Party’s obligations under this Agreement is or may be illegal under or prohibited by any Applicable Law and may not be reasonably remedied or modified as set forth in Section K(1) .

(f)      Either Party may terminate this Agreement in the event of an act of God or other natural disaster makes the carrying out of this Agreement impossible.

(g)      CSO may terminate this Agreement by giving written notice at least ten (10) days in advance of termination if Lender amends Lender’s Policies or the Loan credit underwriting criteria in a way that causes a material adverse effect on CSO’s or its affiliates’ businesses and Lender fails to modify such amendment so as to avoid such material adverse effect within such ten (10) day notice period.

(h)      Lender may terminate this Agreement by giving written notice at least ten (10) days in advance of termination if CSO changes its fees or compensation in a way that causes a material adverse effect on Lender’s business and CSO fails to modify such amendment so as to avoid such material adverse effect within such ten (10) day period.

(i)      Either Party may terminate this Agreement on thirty (30) days’ written notice to the other Party in the event the Party becomes aware of any adverse change in Applicable law relevant to the loans or the performance of the Parties obligations under this Agreement (including positions of regulatory authorities on examination or enforcement matters) that materially increases the Party’s litigation or risk exposure.

(j)      Either Party may terminate this Agreement without cause on one hundred twenty (120) days advance written notice to the other Party.

(k)      Notwithstanding anything in this Agreement to the contrary, in the event of termination or expiration of this Agreement, the obligations of CSO and Lender with respect to any outstanding Loans or Guaranty regarding same shall continue in full force and effect until such matters are concluded and CSO and Lender shall reasonably cooperate with each other regarding the orderly administration of any such outstanding matters. In order to preserve the goodwill of each Party with its customers, the Parties shall act in good faith and cooperate in order to ensure a smooth and orderly termination of their relationship and the termination of the Loan origination contemplated hereunder. Unless prohibited by Applicable Laws, or as otherwise provided in this Agreement, upon Lender's written request, CSO shall continue to service outstanding Loans following termination or expiration of this Agreement until all Loans are repaid or charged off in accordance with Lender’s policies. Upon the termination or expiration of this Agreement, CSO shall immediately cease using trade names, trademarks, or service marks of Lender.

3.      Notices .

All notices, commitments, waivers and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed to have been delivered either (i) upon the delivery date, if personally delivered, (ii) one (1) business day after delivery to any national overnight courier directing delivery on the next business day, or (iii) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested with adequate postage affixed thereto. Unless otherwise agreed, notice shall be sent to the contact persons at the addresses set forth below, or at such other address as provided pursuant to the terms of this Section H(3) :

If to CSO:          Rise Credit Service of Ohio, LLC

4150 International Plaza, Suite 400

Fort Worth, TX 76109

Attn:      Jason Harvison

                

                

If to Lender:          Integrity Funding Ohio LLC

84 Villa Rd.

Greenville, SC 29615

Attn: Dan Adams

                

1.      Solicitation of Consumers .

The Parties agree and acknowledge that the Consumers referred by CSO to Lender for Loans pursuant to this Agreement are customers of both Parties to the maximum extent permitted by Applicable Law, and, except as provided in this Agreement or Applicable Law, the Parties may use information regarding Consumers jointly and severally.

2.      Security Program .

The Parties agree and acknowledge that certain information regarding the Consumers is nonpublic personal information and will not be provided to third parties except as necessary to service, administer, process and enforce a transaction a Consumer requests or authorizes, marketing of other products and services by CSO and Lender, marketing or offering other products and services by CSO and any other third party, or as otherwise authorized by this Agreement and the respective Privacy Policy of each Party. The Parties shall each implement an effective security program designed to protect Consumer’s nonpublic personal information and which is also designed to ensure that the Parties do not violate the respective Privacy Policy of either Party or Applicable Law. Such security program shall incorporate methods for the secure destruction of confidential information, such as Loan Documents and other records and documents no longer required to be maintained by either Party.

3.      Ownership .

The Parties shall jointly and severally own all information relating to Consumers (collectively, “ Consumer Information ”), including: (i) names, addresses, and telephone numbers; (ii) all account, payment and other information regarding Consumers who have been approved or denied; and (iii) all records, data, and information pertaining to the foregoing; provided, that neither Party may use any Consumer Information except to the extent permitted by such Party’s Privacy Policy, as set forth in this Agreement, the Lender’s and CSO’s Policies, or the Loan Documents.

4.      Confidential Business Information .

The Parties agree that all information received by one Party from the other Party or from any other source on that Party’s behalf pursuant to this Agreement is “ Confidential Business Information ” and shall be maintained in confidence and not disclosed, used or duplicated except as described in this Section I . Notwithstanding the foregoing, the term “ Confidential Business Information ” shall not include any information which (i) is or becomes available to a Party (the “ Restricted Party ”) from a source other than the other Party, (ii) is or becomes available to the public other than as a result of disclosure by the Restricted Party or its agents in violation of its intended obligations or Applicable Law, (iii) is Consumer Information, or (iv) is required to be disclosed under Applicable Law (but only to the extent it must be disclosed).

5.      Use of Confidential Business Information .

A Restricted Party may only use the other Party’s Confidential Business Information in connection with its performance under this Agreement, and may disclose such other Party’s Confidential Business Information to its affiliates who may only use the Confidential Business Information to the same extent which the Restricted Party may use and disclose Confidential Business Information. Further, a Restricted Party may only disclose and use the other Party’s Confidential Business Information in its ordinary course of business in order to service and carry out its duties under or in connection with this Agreement. Except as provided in this Agreement, any Confidential Business Information of a Party shall be returned to such Party as requested once the services contemplated by this Agreement have been completed. Notwithstanding the foregoing, the forms of Loan Documents may be retained by CSO and Lender or their affiliates as business forms and utilized in their respective businesses; provided that neither CSO nor Lender make any representation or warranty, express or implied, with respect to such forms, and Lender and CSO and their affiliates use said forms at their own risk.

6.      Non-disclosure .

Except as set forth and authorized under this Agreement or to the extent required by any Applicable Law (including federal securities law), the Parties shall not advertise, market or otherwise make known to others any information relating to the subject matter of this Agreement. If one of the Parties proposes to disclose the other’s Confidential Business Information to a non-affiliated third party in order to perform under this Agreement, the disclosing Party must first obtain the written consent of the other Party to make such disclosure and the disclosing Party must enter into a confidentiality agreement with such third party under which the third party would be restricted from disclosing, using or duplicating the other Party’s Confidential Business Information, except as consistent with this Agreement. Except as set forth in this Agreement, if requested by either Party, any employee, representative, agent or subcontractor of the other Party shall enter into a non-disclosure agreement with the requesting Party to protect the requesting Party’s Confidential Business Information satisfactory to the requesting Party. The Parties agree that in the event the security of any of the Parties’ Confidential Business Information is breached or a Party learns of any unauthorized use of the other Party’s Confidential Business Information, then it will promptly notify the other Party of such breach or unauthorized use so that it may respond accordingly.

7.      Non-communication .

The provisions of this Agreement and all documents executed in connection herewith, and results of any business conducted between the Parties pursuant to this Agreement shall also be considered Confidential Business Information of both Parties, and each Party agrees, subject to the requirements of any Applicable Law (including federal securities law), not to communicate such Confidential Business Information to any third party without the prior written consent of the other Party. Confidential Business Information may be provided to a Party’s affiliates (as such term is defined in the Securities Exchange Act of 1934) counsel, accountants, and financial or tax advisors (“ Related Parties ”), provided that the Party shall ensure that such Related Parties hold such Confidential Business Information in confidence.

8.      Damages .

The Parties agree that monetary damages would not be adequate compensation in the event of a breach by a Restricted Party of its obligations under this Section I and, therefore, the Parties agree that in the event of any such breach by the Restricted Party, the other Party, in addition to its others remedies at law or in equity, shall be entitled to an order requiring the Restricted Party to specifically perform its obligations

under Section I or enjoining the Restricted Party from breaching Section I , and the Restricted Party shall not plead in defense thereto that there would be an adequate remedy at law.

9.      Non-solicitation of employees .

Each Party agrees that it shall not directly or indirectly solicit, hire or otherwise retain or engage, whether as an employee, independent contractor or otherwise, any employee or other personnel of the other Party for the sooner of six months after the termination of this Agreement or a person’s termination from the respective Party.

10.      Non-publication .

Except as provided for herein, a Party shall not issue any press release that indicates Lender is making Loans to Consumers. If a Party is required under Applicable Law (including federal securities law) to file a copy of this Agreement with, or disclose that Lender is making Loans to Consumers to, a governmental agency, such Party shall have the right to file a copy of this Agreement with, and/or disclose to, the governmental agency after (i) notifying the other Party in writing not less than (10) days prior to any such filing of this Agreement (or such shorter time as may be required by Applicable Law), (ii) redacting such terms of this Agreement as the other Party may reasonably request and may be excluded under Applicable Law (including the other Party’s name), and (iii) filing a confidential treatment request as part of any such filing.

11.      Survival .

This Section I shall continue to be binding on all Parties notwithstanding any termination, cancellation or expiration of this Agreement.

J.      ARBITRATION.     

1.      WAIVER OF RIGHTS TO TRIAL BY JURY; ARBITRATION; VENUE .

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANYWAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE (HEREINAFTER COLLECTIVELY, " DISPUTES "); AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ALL SUCH DISPUTES SHALL BE DECIDED BY BINDING ARBITRATION, CONDUCTED IN FORT WORTH, TEXAS, BEFORE A SINGLE ARBITRATOR, UNDER THE THEN CURRENT COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT OR THE AMERICAN ARBITRATION ASSOCIATION AS WRITTEN EVIDENCE OF THE AGREEMENT OF THE SIGNATORIES HERETO TO ARBITRATE ALL DISPUTES AND TO WAIVE THEIR RIGHT TO TRIAL BY JURY WITH REGARD TO ALL DISPUTES. WITHOUT INVALIDATING OR LIMITING THIS ARBITRATION PROVISION, VENUE FOR ANY LITIGATION FILED BETWEEN THE PARTIES SHALL BE IN TARRANT COUNTY, TEXAS, AND EACH OF THE PARTIES CONSENTS TO PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING AND WAIVES ANY OBJECTION TO VENUE LAID THEREIN.

2.      PROCEDURE FOR INJUNCTIVE RELIEF .

IN THE EVENT A PARTY SEEKS INJUNCTIVE RELIEF, THE CLAIM SHALL BE ADMINISTRATIVELY EXPEDITED BY THE AAA, WHICH SHALL APPOINT A SINGLE, NEUTRAL ARBITRATOR FOR THE LIMITED PURPOSE OF DECIDING SUCH CLAIM FOR INJUNCTIVE RELIEF. SUCH ARBITRATOR SHALL BE A QUALIFIED MEMBER OF THE STATE BAR OF TEXAS IN GOOD STANDING, AND PREFERABLY SHALL BE A RETIRED STATE OR FEDERAL DISTRICT JUDGE. THE SINGLE ARBITRATOR SHALL DECIDE THE CLAIM FOR INJUNCTIVE RELIEF IMMEDIATELY ON HEARING OR RECEIVING THE PARTIES’ SUBMISSIONS (UNLESS, IN THE INTERESTS OF JUSTICE, HE MUST RULE EX PARTE); PROVIDED, HOWEVER, THAT THE SINGLE ARBITRATOR SHALL RULE ON SUCH CLAIMS WITHIN 24 HOURS OF SUBMISSION OF THE CLAIM TO THE AAA. THE SINGLE ARBITRATOR’S RULING SHALL NOT EXTEND BEYOND 14 CALENDAR DAYS AND ON APPLICATION BY THE CLAIMANT, UP TO AN ADDITIONAL 14 DAYS FOLLOWING WHICH, AFTER A HEARING ON THE CLAIM FOR INJUNCTIVE RELIEF, A TEMPORARY INJUNCTION MAY ISSUE PENDING THE AWARD. ANY RELIEF GRANTED UNDER THIS PROCEDURE FOR INJUNCTIVE RELIEF SHALL BE SPECIFICALLY ENFORCEABLE IN TARRANT COUNTY DISTRICT COURT ON AN EXPEDITED, EX PARTE BASIS AND SHALL NOT BE THE SUBJECT OF ANY EVIDENTIARY HEARING OR FURTHER SUBMISSION BY EITHER PARTY, BUT THE COURT, ON APPLICATION TO ENFORCE A TEMPORARY ORDER, SHALL ISSUE SUCH ORDERS AS NECESSARY TO ITS ENFORCEMENT.

    

3.      Survival .

This Section J shall continue to be binding on all Parties notwithstanding any termination, cancellation or expiration of this Agreement. The Parties agree that this Agreement is entered into in the course of interstate commerce and that Section J is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.

K.      OTHER PROVISIONS .

1.      Independence .

This agreement contemplates the Parties acting independently of each other with respect to a decision by either to provide credit services or extend credit. Neither the existence of this Agreement, nor its execution, is intended to be, nor shall it be construed to be, the formation of a partnership, association, or joint venture between Lender and CSO. No agency is created by this Agreement, and in no event may either Party represent to others that it may act as the other Party’s agent. Neither Party is granted any right nor authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party. Each Party shall be responsible only for its obligations and liabilities as set forth in this Agreement. In the event that either Party reasonably determines that any provision of this Agreement or any aspect of the CSO Program or Loan Program requires an act that Applicable Law disallows in order for CSO and Lender to operate lawfully as an independent credit services organization and lender or otherwise causes a material risk of violating Applicable Law, then the Parties shall promptly and in good faith attempt to agree to a modification of such provision or the CSO Program or Loan Program so as to reduce or eliminate such risk of not conforming to Applicable Law. Either Party may terminate this Agreement upon written notice to the other Party if it is determined in such Party’s reasonable discretion that modification of this Agreement or the CSO Program or Loan Program to reduce or eliminate the risk of not conforming to Applicable Law makes it economically infeasible to continue under the modified terms of this Agreement or the CSO Program or Loan Program.

2.      Entire Agreement .

This Agreement supersedes any negotiations, discussions or communications between Lender and CSO and constitutes the entire agreement of Lender and CSO with respect to the Loans and the Loan Documents.

3.      Pending Legal Action .

To the extent permissible by Applicable Law, the Parties agree to promptly notify each other in writing in the event either Party becomes aware of any threatened or actual investigation, regulatory action, allegation, arbitration or lawsuit pertaining to the Loans or this Agreement or any similar credit services agreement of third parties.

4.      No Waiver .

Failure of any Party to insist, in one or more instances, on performance by any other Party in accordance with the terms and conditions of this Agreement shall not be deemed a waiver or relinquishment of any right granted hereunder or of the future performance of any such term or condition or of any other term or condition of this Agreement unless and to the extent that such waiver is in writing signed by or on behalf of the Party alleged to have granted such waiver.

5.      Governing Law .

This Agreement and the rights and duties described herein shall be governed by, and interpreted in accordance with the laws of the State of Texas, except that the Arbitration provisions shall be governed by the Federal Arbitration Act.

6.      Assignment .

Unless otherwise set forth herein, CSO shall not assign or delegate any of its rights and/or obligations hereunder without Lender’s prior written consent, which consent shall not be unreasonably withheld provided that Lender acknowledges and agrees that any affiliate or subsidiary companies of CSO are approved service providers to CSO.

7.      Headings; Construction .

The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. When used in this Agreement, all references to “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.”

8.      Violation .

Neither Party shall take or omit to take any action that would cause such Party to violate any of its representations or warranties hereunder.

    

9.      Notice of Bankruptcy .

Lender shall forward to CSO within five (5) business days of receipt any written notices it receives that bankruptcy, insolvency, or assignment for the benefit of creditors proceedings have been initiated with respect to any person known to be a Consumer.

10.      Amendment .

This Agreement may only be amended or modified by the written agreement of an authorized representative of both Parties.

11.      Binding Agreement .

This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective heirs, representatives, agents, insurers, successors and permitted assigns.

12.      Severable .

The provisions of this Agreement are severable, and in the event that any portion of this

Agreement shall be adjudged to be invalid or unenforceable, such adjudication shall have no effect on any remaining portions hereof, and all such remaining provisions shall continue in full force and effect.

13.      Additional Documents .

The Parties agree that upon the request of any one of them, they will execute and deliver any such further documents and undertake any such further action as may reasonably be required to fully implement the terms of this Agreement.

14.      Expenses .

Except as specified in the Agreement, each Party shall bear the expenses of performing its obligations under this Agreement.

15.      Implied Obligations .

Lender shall have no implied obligations under this Agreement and makes no implied covenants, representations or warranties to CSO. Lender’s obligations, covenants, representations and warranties are limited to those expressly stated in this Agreement. CSO shall have no implied obligations under this Agreement and makes no implied covenants, representations or warranties to Lender. CSO’s obligations, covenants, representations and warranties are limited to those expressly stated in this Agreement.

16.      Successors and Third Parties .

Nothing in this Agreement is intended to create or grant any right, privilege, or other benefit to or for any person or entity other than the Parties hereto. Notwithstanding the foregoing, either Party may assign this Agreement and their rights and responsibilities hereunder without the other Party’s consent to any purchaser or acquirer of the Party or any successor to the Party by reason of any merger, consolidation, or sale of assets, and either Party may delegate their responsibilities and assign their rights hereunder in their discretion to an Affiliate (as defined in 12 U.S.C. § 371c) of the Party.

    

17.      Counterparts .

This Agreement may be executed and delivered by the Parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of a signature hereto by facsimile transmission or by e-mail transmission of a document in the form of an Adobe portable digital file (PDF) shall be as effective as delivery of a manually executed counterpart hereof, and any such facsimile or PDF signature shall be treated as an original signature to this Agreement.

18.      Waiver and Limitation of Liability .

Each Party waives all indirect, special, incidental and/or consequential damages arising out of or relating to the other Party's termination of this Agreement, and/or the other Party's breach, if any, thereof. This waiver includes, without limitation, damages for losses of income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons, whether such damages are foreseeable or unforeseeable, even if either Party has been advised of the possibility of such damages. Each Party also waives any right or claim for multiple and/or punitive damages in connection with any claim or dispute, action or proceeding against the other Party. Excluding the Parties’ indemnification and defense obligations hereunder, CSO's liabilities arising out of its guaranty obligations, and Lender’s liabilities to remit any amounts due to CSO, under no circumstances shall either Party's total liability, if any, to the other Party exceed the sum of [****], singularly and in the aggregate.

***REMAINDER OF PAGE LEFT INTENTIONALLY BLANK***

IN WITNESS WHEREOF, Lender and CSO intending to be legally bound hereby, have caused this Agreement to be executed by their duly authorized officers on the dates shown below, but effective as of the Effective Date shown at the beginning of this Agreement.

INTEGRITY FUNDING OHIO LLC               RISE CREDIT SERVICE OF OHIO, LLC

By: _ /s/ C Dan Adams ______________          By: __ /s/ Chris Lutes _________________

Name:      C Dan Adams                      Name: __ Chris Lutes_________ ________

Title:      President and CEO                  Title: _ __CFO_ ______________________

Date: _ 9/29/17______ _______________          Date: __ 9-29-17 ______________      ___

EXHIBIT A

CSO INSURANCE REQUIREMENTS

a.   General Liability Insurance Coverage: 

b.  Errors and Omissions Insurance Coverage:

c.      Excess / Umbrella Insurance Coverage:

GUARANTY

This Guaranty is made and entered into as of SEPTEMBER 29, 2017 , by RISE CREDIT SERVICES OF OHIO, LLC (hereinafter referred to as "Guarantor"), to and for the benefit of INTEGRITY FUNDING OHIO LLC (hereinafter referred to as "Lender").

Recitals

Whereas, Guarantor desires to provide Lender with respect to Lender’s Ohio lending program a guaranty as further described herein in furtherance of the credit services program of Guarantor, acting as a credit services organization, for providing credit services to borrowers, including issuing guaranties on behalf of borrowers to enhance their credit, and brokering loans between Lender and borrowers pursuant to Lender’s Ohio lending program.

NOW, THEREFORE, in consideration of the extension of credit by Lender under Lender’s Ohio loan program to Ohio borrowers and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor and Lender agree as follows:

1.      Guaranty. Pursuant to each credit services contract between Guarantor and each borrower with respect to loans offered by Lender under Lender’s Ohio lending program, and regardless of whether the credit services contract is cancelled, Guarantor agrees to, and hereby does, unconditionally guaranty, on behalf of the borrower, and for the benefit of Lender, the prompt payment of all amounts due under each loan to Lender.

Upon the payment of the default payment to Lender, the Guarantor will be automatically entitled to all right, title and interest of Lender in such defaulted loan (by way of subrogation and otherwise), and Lender agrees to assign such defaulted loans to Guarantor to facilitate the Guarantor’s exercise of such right, title and interest previously held by Lender. All such defaulted loans will be assigned by Lender to Guarantor without recourse. Following such assignment, all amounts paid by borrowers with respect to such defaulted loans shall be for the account of Guarantor. For purposes of this Guaranty, a loan shall be considered to be in default upon the occurrence of any of the following:  (i) a borrower fails to make two consecutive scheduled installment payments when due, (ii) a borrower makes any statement or representation in connection with obtaining a loan which is materially false or misleading when made, (iii) a borrower fails to keep any promise or agreement it made to Lender in any promissory note or other document evidencing or relating to a loan or (iv) the CSO Contract related to such loan is cancelled or rescinded for any reason prior to Lender receiving payment in full on such loan.

2.      Governing Law . This Guaranty shall be construed and performed in accordance with the laws of the State of Ohio, without reference to Ohio choice of law or conflicts of law rules.

3.      Waiver . Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder except in an express writing signed by an authorized agent or representative of the party to be charged with such waiver.

4.      Counterparts . This Guaranty may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this Guaranty in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature hereto by facsimile transmission or by e-mail transmission of a document in the form of an Adobe portable digital file (PDF) shall be as effective as delivery of a manually executed counterpart hereof, and any such facsimile or PDF signature shall be treated as an original signature to this Guaranty.

5.      Further Assurances . From time to time, the parties will execute and deliver to the other such additional documents and will provide such additional information as either may reasonably require carrying out the terms of this Guaranty.

6.      Amendments and Modifications; Entire Agreement . This Guaranty may be amended or modified only by a writing signed by duly authorized representatives of each party and dated subsequent to the date hereof. This Guaranty constitute the entire agreement of the parties and shall supersede and merge all prior communications, representations, or agreements, either oral or written, between the parties hereto and thereto with respect to the subject matter hereof and thereof, except where survival of prior written agreements is expressly provided for herein or therein.

In witness whereof, Guarantor has executed this Guaranty as of the day and year first written above.

PARENT GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) effective as of SEPTEMBER 29, 2017 (the “ Effective Date ”), is executed by ELEVATE CREDIT, INC , a Delaware corporation (" Guarantor ") to and for the benefit of INTEGRITY FUNDING OHIO LLC , a Delaware limited liability company (“ Lender ”).

Recitals

WHEREAS, RISE CREDIT SERVICE OF OHIO , which is a subsidiary of Guarantor entered into a PROGRAM AGREEMENT BETWEEN CREDIT SERVICES ORGANIZATION AND THIRD-PARTY LENDER, dated as of September 29, 2017, (as amended, modified or restated from time to time, the " Agreement ") with Lender. As a condition to entering into the Agreement, Lender is requiring Guarantor to guaranty the obligations of Borrowers to Lender as further described herein. Capitalized terms not otherwise defined herein, shall have the same meanings as in the Agreement.

Now, therefore , in consideration of the premises recited above and such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Guarantor; and for the purpose of inducing Lender to enter into the Agreement; and as long as Guarantor continues to be obligated to Lender in any manner whatsoever pursuant to the Agreement, Guarantor:

1.      Unconditionally, irrevocably and absolutely guarantees (a) the due and punctual payment of amounts due and payable from CSO to Lender under the Agreement, including, but not limited to, all guaranty obligations, daily settlement payment obligations (as applicable) and indemnification payment obligations of CSO set forth in the Agreement; and (b) the due and punctual performance and observance by CSO of all other obligations, warranties, covenants and duties of CSO set forth in the Agreement (all of which amounts payable and the terms, warranties, agreements, covenants and conditions being herein called the Obligations ”).

2.      Agrees that this Guaranty shall be a continuing guaranty, shall be binding upon Guarantor, and upon its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance of any of the Obligations (other than the payment or performance of the Obligations in accordance with their terms); (b) the validity or invalidity of any document or agreement evidencing the Obligations or any of them; (c) the existence or continuance of Guarantor as a legal entity; (d) any waiver, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Obligations or the Loans, all of which Lender or Guarantor is hereby expressly authorized to make from time to time in accordance with the Agreement; (e) the acceptance by Lender of any security for, or other guarantors upon, all or any part of the Obligations; or (f) any defense (other than the payment or performance of the Obligations in accordance with their terms) that Guarantor may or might have to its undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by Guarantor.

3.      Agrees that with respect to each Loan, Guarantor shall be held liable hereunder and Lender shall have the right to enforce this Guaranty against Guarantor for and to the full amount of the Obligations for such Loan, with or without enforcing or attempting to enforce this Guaranty against any other guarantor, without any obligation on the part of Lender, or anyone, at any time, to resort to any collateral, security, property, liens or other rights or remedies whatsoever, and whether or not other proceedings or steps are pending or have been taken or have been concluded to enforce or otherwise realize upon the obligations, properties, estates or security of such Loan or the related Borrower or any other guarantor; and the payment of any amount or amounts by Guarantor, pursuant to its obligations hereunder, shall not entitle Guarantor, either at law or otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Obligations with respect to any Loan, unless and until the full amount of such Obligations has

been fully paid, all other Obligations with respect to such Loan have been fully performed and observed in accordance with their terms.

4.      Waives diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payment, notice of acceptance of this Guaranty, nonpayment at maturity and indulgences and notices of every kind, and consents to any and all forbearance and extensions of the time of payment of the Obligations with respect to each Loan, and further consents to any and all changes in the terms, covenants and conditions thereof hereafter made or granted; it being the intention that Guarantor shall remain liable under this Guaranty until the Agreement shall have been terminated, the Obligations for each Loan shall have been fully repaid to Lender, and the terms, covenants and conditions thereof shall have been fully performed and observed by the related Borrowers with respect to each Loan and by CSO with respect to the Agreement, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of Guarantor.

5.      Agrees that this Guaranty shall inure to the benefit of and may be enforced by Lender and its successors and assigns.

6.      This Guaranty may be terminated by written notice to the Lender, however such termination shall not impair or limit the liability of the Guarantor for Obligations or other liability incurred under this Guaranty or the Agreement by Lender prior to the effective date of such termination.

7.      Agrees, as does Lender by the acceptance hereof, that this Guaranty shall be governed by the laws of the State of Texas and that any dispute or controversy whatsoever arising hereunder shall be resolved by arbitration pursuant to the applicable provisions set forth in the Agreement or any other dispute resolution procedures which CSO and Lender may agree upon in writing, all of which are hereby consented and agreed to by Guarantor and Lender.

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GUARANTOR has executed this instrument as of the Effective Date.

CREDIT SERVICES AGREEMENT

(OHIO ONLINE)

This Credit Services Agreement (this " Agreement ") is made and entered into as of September 29, 2017, by and between REDPOINT ASSET FUNDING Ohio, LLC, a Texas limited liability company (" Lender "), and RISE CREDIT SERVICE OF OHIO, LLC a Delaware limited liability company (" CSO ").

WHEREAS, the parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions which will govern certain credit services to be provided by CSO in connection with the brokering of Loans (as defined below).

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and CSO agree as follows:

1. Definitions . Except as may be explicitly stated otherwise herein, the following terms shall have the following meanings ascribed to them below:

" Advertising Materials " means all materials and methods used by CSO in the performance of its marketing and promotion obligations under this Agreement, including, without limitation, brochures, letters, print advertisements, Internet advertisements, television and radio communications and other advertising, promotional and similar materials.

" Borrowers " mean those persons who are borrowers with respect to the Loans.

" CSOA " means the Ohio Credit Services Organization Act (Ohio Revised Code Chapter 4712) and any regulations promulgated thereunder, as the same may be amended from time to time.

CSO Program " means the credit services program of CSO for providing credit services to Borrowers resident in the state of Ohio, including issuing guaranties on behalf of Borrowers to enhance their credit, and brokering Loans between Lender and Borrowers pursuant to this Agreement and the Program Guidelines.

" GLBA " means the Gramm-Leach-Bliley Act of 1999, any successor federal statute thereto and all rules and regulations promulgated thereunder, as any of the same may be amended from time to time.

" Loan Program " means the lending program of Lender for the origination and consummation of Loans pursuant to this Agreement.

" Loans " means consumer loans with an interest rate not to exceed 25% per annum made by Lender to Borrowers resident in the state of Ohio pursuant to this Agreement and the Program Guidelines.

Materials " means the Advertising Materials and/or the Program Materials.

" Money Laundering and Anti-Terrorism Rules " means, without limitation, federal states, rules, regulations and executive orders related to money laundering and anti-terrorism, including, without limitation, the Bank Secrecy Act, the USA PATRIOT Act of 2001, and rules and regulations promulgated by the United States Department of Treasury, the Office of Foreign Asset Control, and each other federal agency or office.

" Program Guidelines " means those guidelines established pursuant to Section 7 below for the administration of the CSO Program and the Loan Program.

" Program Materials " means all promissory notes, documents, and materials and methods used in connection with the performance of the parties’ obligations under this Agreement, including without limitation, applications, disclosures and agreements required by the Rules, promissory notes, privacy policies, collection materials and the like, but excluding Advertising Materials.

" Proprietary Rights " means any copyright, patent, trademark, proprietary information or trade secret owned by a party hereto.

" Red Flag Rules " means the identity theft provisions in the federal Fair Credit Reporting Act and the Federal Trade Commission’s identity theft rules set forth in 16 C.F.R. Part 681, as each of the same may be amended from time to time.

" Regulatory Authority " means any local, state, or federal regulatory authority having jurisdiction or exercising regulatory or similar oversight with respect to Lender, CSO, or Third Party Service Providers (except that nothing herein shall be deemed to constitute an acknowledgement by any party hereto that any Regulatory Authority has jurisdiction or exercises regulatory or similar oversight with respect to the Loans, the CSO Program and/or the Loan Program or any party hereto with respect to the performance of their respective obligations hereunder).

" Rules " means all local, state, and federal statutes, regulations, or ordinances applicable to the acts of Lender, CSO, or a Third Party Service Provider as they relate to the CSO Program and/or the Loan Program; any order, decision, injunction, or similar pronouncement of any court, tribunal, or arbitration panel issued with respect to Lender, CSO, or a Third Party Service Provider in connection with this Agreement, the CSO Program and/or the Loan Program; and any regulations, policy statements, and any similar pronouncement of a Regulatory Authority applicable to the acts of Lender, CSO, or a Third Party Service Provider as they relate to this Agreement or the CSO Program and/or the Loan Program, if any.

" Third Party Service Provider " means any contractor or service provider directly or indirectly retained by Lender or CSO, who provides or renders services in connection with the CSO Program and/or the Loan Program.

Other terms defined herein have the meanings so given to them. Each reference in this Agreement to a definition is a reference to a definition contained in this Agreement, unless the context expressly provides otherwise. Whenever the context requires, references in this Agreement to the singular number shall include the plural, and the plural number shall include the singular. Words denoting gender shall include the masculine, feminine and neuter.

2. General Description of the CSO Program and the Loan Program .

a. CSO Program . The parties agree that CSO’s responsibility under the CSO Program shall be to act as a "credit services organization" on behalf of consumers in accordance with the CSOA, and as such CSO shall have the right to charge a Borrower a fee (a " CSO Fee ") for brokering a Loan on behalf of such Borrower. CSO shall not share with Lender, and Lender shall not accept, any portion of any CSO Fee obtained from a Borrower. The credit services CSO provides to each Borrower shall be governed by a credit services information statement (each a " CSO Information Statement "), a credit services contract

between CSO and each Borrower (each a " CSO Contract "), and a notice of cancellation to be provided by CSO to each Borrower that may be executed and delivered by each Borrower to CSO (each a " CSO Notice of Cancellation "). CSO, in CSO’s sole discretion, shall be solely responsible for determining the amount of the CSO Fee, the disclosures set forth in the CSO Information Statement, the terms and conditions of each CSO Contract, the disclosures contained in the CSO Notice of Cancellation and whether or not it is appropriate to offer any particular consumer the opportunity to apply for a Loan. Nothing herein shall be deemed to commit CSO to broker any particular level or number of applicants for Loans, and CSO makes no representation as to the number of Loan applications CSO will submit to Lender on behalf of prospective Borrowers. Furthermore, nothing herein shall be deemed to require CSO to submit to Lender the application of any prospective Borrower to whom CSO has determined not to provide credit services.

b. Loan Program . The parties agree that the Loan Program shall consist of the origination, funding, and collection of Loans, from time to time in accordance with the Program Guidelines, to Borrowers who are residents of the State of Ohio. The parties agree that Lender shall have sole responsibility for establishing credit and underwriting criteria for the Loans, making the decisions as to whether or not to make Loans to prospective Borrowers, funding the Loans, and managing the Loan Program in accordance with Lender’s express obligations under this Agreement and the Program Guidelines. Nothing herein shall be deemed to commit Lender to originate or fund any particular level or number of Loans, and Lender makes no representation as to the amount of funding it will be able to raise for the Loans.

c. CSO and Lender intend to comply with all applicable Rules and to operate independently of each other in their respective capacities as a credit services organization and a lender.

d. The parties shall endeavor to begin the CSO Program and the Loan Program and commence making the Loans hereunder as soon as practical.

3. Duties and Responsibilities of Lender . Lender shall perform and discharge the following duties and responsibilities:

a. Develop (and from time to time as it determines appropriate, modify) credit and underwriting criteria determined by Lender, in Lender’s sole discretion, to be reasonable and prudent for the Loan Program and the Loans.

b. Make a determination, in Lender’s sole discretion, as to whether or not to extend a Loan to a prospective Borrower (which determination shall be made on a case by case basis pursuant to scoring systems or other criteria or models established by Lender).

c. Extend credit to Borrowers in the form of Loans and fund the Loans.

d. Disburse the proceeds of Loans to Borrowers.

e. Manage the Loan Program and the portfolio of Loans in accordance with Lender’s express obligations under this Agreement and under the Program Guidelines using commercially reasonable standards of care, skill and attention.

f. Generate or cause CSO to generate on behalf of Lender all adverse action notices and other communications that may be required under the Rules to persons who Lender declines for a Loan.

4. Duties and Responsibilities of CSO . CSO shall perform certain arranging functions and credit services in connection with this Agreement under the Loan Program, as provided in this Agreement and in the Program Guidelines, and CSO hereby agrees to perform and discharge the following duties and responsibilities at its own cost and expense:

a. Market and promote the Loans and solicit potential Borrowers in the manner set out in Section 8 below.

b. Post a conspicuous notice on CSO’s website that identifies Lender as the lender of the Loans and provide such other information as Lender and CSO may mutually agree from time to time, with each party acting in good faith and in a commercially reasonable manner.

c. Provide certain disclosures and agreements to each Borrower, including a CSO Information Statement, a CSO Contract and a Notice of Cancellation in the manner described in the Program Guidelines.

d. Oversee the application process for Loans, solicit applications, and assist potential Borrowers in completing applications.

e. Review and confirm the identities of prospective Borrowers and comply in all respects with applicable federal and state customer identification and "know your customer" laws and regulations, including, without limitation, the Money Laundering and Anti-Terrorism Rules.

f. Transmit Loan applications to Lender in accordance with the Program Guidelines.

g. Generate adverse action notices and other communications that may be required under the Rules to persons who CSO declines to provide credit services.

h. Comply with all registration, bonding and other requirements of the CSOA and any regulations promulgated thereunder, and with state and federal laws and regulations.

i. Comply with all record-keeping rules and requirements of Ohio law concerning Borrowers’ information.

5. Guaranty . Pursuant to each CSO Contract, and regardless of whether the CSO Contract is cancelled, CSO agrees to, and hereby does, unconditionally guaranty, on behalf of the Borrower, and for the benefit of Lender, the prompt payment of all amounts due under each Loan to Lender as set forth in the Guaranty Agreement between CSO and Lender.

6. Settlement . The parties agree to settle all amounts due from one party to the other pursuant to this Agreement on a weekly basis. Any payment due from one party to the other under this Agreement shall be made by an automatic clearinghouse transfer with next day settlement on the business day immediately succeeding the transaction date. The settlement, payment and assignment obligations of the parties under this Agreement and the Program Guidelines shall survive the termination of this Agreement and will remain in effect as long as any Loans remain unpaid or any party owes any amount to the other party under this Section 6 . Lender acknowledges and agrees that if it issues its draft to a Borrower for the disbursement of Loan proceeds to that Borrower and CSO then honors that draft, the amount of the draft shall be considered due and owing from Lender to CSO on the date that CSO honors the draft. Except as may otherwise be agreed to in writing by CSO and Lender, in the event of any default by either party of its payment obligations under this Agreement, the non-defaulting party shall have the right, but not the obligation, to offset against its outstanding payment obligations owing to the defaulting party an amount equal to the amount of the defaulting party’s outstanding payment obligations owing to the non-defaulting party.

7.      Program Guidelines . Lender and CSO will mutually agree upon the Program Guidelines in writing and will comply with such Program Guidelines, as the same may be amended from time to time by written agreement of the parties. The parties may modify the then current Program Guidelines only by means of a written agreement signed by duly authorized representatives of both parties. Both parties agree to act in good faith and in a commercially reasonable manner in connection with the establishment and modification, if any, of the Program Guidelines. The parties agree to perform their duties and responsibilities under this Agreement in accordance with the provisions of the Program Guidelines, as they may be modified from time to time.

8.      Program Materials; Advertising Materials; Trade Names and Trademarks . The parties shall each be responsible for preparing their own respective Program Materials; provided, however, prior to the use of any Program Materials prepared by one party, the other party shall be entitled to review such Program Materials in the manner described below. Each party agrees that it will not use any Program Materials unless such Program Materials have been reviewed in advance by the other party hereto. CSO shall be responsible for the development of proposed Advertising Materials concerning advertising and marketing of Loans and

solicitation of potential Borrowers. All Advertising Materials shall comply with the Rules. The form and content of all Advertising Materials shall be subject to the prior review of Lender in the manner described below. The nature of the Advertising Materials, the scope of their dissemination, and the total expenditures to be made on Advertising Materials for the CSO Program shall be determined by CSO in its reasonable discretion, and CSO shall pay all expenses concerning the production, use, and dissemination of Advertising Materials. Notwithstanding anything herein to the contrary, each party agrees that it will respond in writing to any request from the other party for review of any Advertising Materials or Program Materials within five (5) business days following such other party’s receipt of such Materials and any such Materials shall be deemed without objection by such other party upon the earlier to occur of (a) the actual notification of review without objection of such Materials, or (b) upon the expiration of the above-described five (5) business day period if the party whose review is being sought fails to timely respond within such five (5) business day period. If either party objects to any proposed Program Materials or Advertising Materials within the required time frame, such party will detail its reasons for such disapproval in such party’s written objection notice to the other party and the parties will use reasonable commercial efforts to address any such objections. Either party hereto may at any time retract or modify any notice previously given by it with respect to any Program Materials or Advertising Materials if such action is necessary in order to remain in compliance with the Rules; provided, however, no party shall retract or modify a notice if there has been no intervening change in the Rules which would require such retraction or modification. Lender and CSO each acknowledge that Program Materials or Advertising Materials may contain trade names, trademarks, or service marks of the other party, and each party shall have no authority to use any such names or marks of the other party separate and apart from their use in the Program Materials or Advertising Materials. The parties shall use Program Materials and Advertising Materials only for the purpose of implementing the provisions of this Agreement and shall not use Program Materials or Advertising Materials in any manner that would violate the Rules or any provision of the Program Guidelines.

9.      Loan Terms and Charges; CSO Terms and Fees . All lender underwriting criteria, Loan terms and all interest, fees, and other charges associated with the Loans, exclusive of any CSO Fees, and shall be established by Lender. Lender shall have the right to modify any underwriting criteria, Loan term, interest rate, fee, or other charge (exclusive of any CSO Fees), from time to time, at its discretion, including, without limitation, if Lender reasonably determines that any such modification is necessary in order to remain in compliance with the Rules. The CSO underwriting criteria, terms and conditions of the CSO Information Statements, the CSO Contracts, the CSO Notices of Cancellation and the amount of any CSO Fees shall be established by CSO and shall comply with the Rules. CSO shall have the right to modify any CSO Information Statements, CSO Contracts, CSO Notices of Cancellation and the amount of any CSO Fees, from time to time, at its discretion, including, without limitation, if CSO reasonably determines that such modification is necessary in order to remain in compliance with the Rules. In the event either party hereto becomes aware that any underwriting criteria, Loan terms, interest, fee or other charge associated with any Loan, any terms and conditions of the CSO Information Statements, the CSO Contracts, the CSO Notices of Cancellation, CSO's activities as a third party debt collector in the event Loans are assigned to CSO upon default, or the amount of any CSO Fee is not in compliance with any Rule, the party becoming aware of the same shall notify the other party of such non-compliance and each party hereto agrees to cooperate in good faith with each other, and to diligently take commercially reasonable steps, as may be necessary in order to promptly correct any such non-compliance.

10.      Third Party Service Providers . The parties will provide the other party any reasonably requested information regarding any Third Party Service Provider who such party retains, directly or indirectly, to assist it in performing its duties hereunder or to otherwise participate in the CSO Program and/

or the Loan Program. All such Third Party Service Providers must obtain any and all licenses and registrations required under applicable Ohio or federal law to perform its duties hereunder or to otherwise participate in the CSO Program and/or the Loan Program. Each party reserves the right to require the other party to terminate the services of any Third Party Service Provider to whom such party reasonably objects. A party may condition its willingness to permit a Third Party Service Provider upon obtaining a written commitment from such Third Party Service Provider to comply with the terms of this Agreement and the Program Guidelines, to submit to audits and inspections by either party hereto, and to indemnify the parties hereto upon such terms and conditions as the parties hereto may reasonably require. CSO shall be responsible for supervising any Third Party Service Providers retained by CSO and shall be responsible for any failures of such Third Party Service Providers to comply with this Agreement and applicable law. Lender shall be responsible for supervising any Third Party Service Providers retained by Lender and shall be responsible for any failures of such Third Party Service Providers to comply with this Agreement and applicable law.

11.      CSO’s Representations and Warranties . CSO makes the following warranties and representations to Lender, all of which shall survive the execution and termination of this Agreement for any reason:

a. This Agreement is valid, binding and enforceable against CSO in accordance with its terms, and CSO has received all necessary limited liability company approvals to enter into this Agreement and to perform its obligations hereunder. Except for CSO’s bond and license described below, CSO is not required to obtain the approval of, or be licensed by, any Regulatory Authority to lawfully perform its obligations hereunder.

b. CSO is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is authorized, registered, and licensed to do business in Ohio and in each other state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. CSO is licensed and bonded as required for credit services organization under the CSOA and will remain so licensed and bonded throughout the term of this Agreement.

c. CSO has the full corporate power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.

d. The provisions of this Agreement and the performance of each of CSO’s obligations hereunder do not conflict with CSO’s Articles of Organization, Operating Agreement, or any agreement, contract, lease, or obligation to which CSO is a party or by which CSO is bound.

e. The officers of CSO have approved the terms and conditions of this Agreement and have determined that entering into this Agreement is in the best interests of CSO.

f. This Agreement, the Program Guidelines and the provisions of each of them comply with and are enforceable under the Rules, and the operation of each of the CSO Program and the Loan Program in accordance with this Agreement and the Program Guidelines will not violate any of the Rules.

g. Neither CSO nor any principal thereof has been or is the subject of any of the following:

i. Criminal conviction (other than misdemeanor traffic offenses);

ii. IRS lien;

iii. Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;

iv. Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from

any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or

v. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of CSO or any principal thereof.

For purposes of this Section 11(g) the term " principal " of CSO shall include (i) any person directly or indirectly owning a ten percent or more equity interest of CSO, (ii) any officer, member or director of CSO and (iii) any other person having the power or authority to control CSO’s business.

12.      Lender’s Representations and Warranties . Lender makes the following warranties and representations to CSO, all of which shall survive the execution and termination of this Agreement for any reason:

a.      This Agreement is valid, binding and enforceable against Lender in accordance with its terms and Lender has received all necessary organizational approvals to enter into this Agreement and to perform its obligations hereunder. Except for Lender's registration described below, Lender is not required to obtain the approval of, or be licensed by, any Regulatory Authority to lawfully perform its obligations hereunder.

b.      Lender is a limited liability company duly formed, validly existing, and in full force and effect under the laws of the State of Texas and is authorized and registered to do business in Ohio and in each other state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. Lender is registered under the Ohio Second Mortgage Loan Law (Ohio Revised Code §§ 1321.51-.60) and will remain so registered throughout the term of this Agreement.

c.      Lender is not affiliated with CSO or any affiliate of CSO.

d.      Lender has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.

e.      The provisions of this Agreement and the performance of each of Lender's obligations hereunder do not conflict with Lender's Articles of Organization, Operating Agreement, or any agreement, contract, lease, or obligation to which Lender is a party or by which Lender is bound.

f.      Neither Lender nor any principal thereof has been or is the subject of any of the following:

i.      Criminal conviction (other than misdemeanor traffic offenses);

ii.      IRS lien;

iii.      Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;

iv.      Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from

any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or

v.      Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of Lender or any principal thereof.

For purposes of this Section 12(f) the term " principal " of Lender shall include (i) any person directly or indirectly owning a ten percent or more equity interest of Lender, (ii) any officer, member or director of Lender and (iii) any other person having the power or authority to control Lender’s business.

13.      Ownership of Customer Information . Each party shall take all steps necessary and appropriate to maintain the confidentiality of Loan applicant and Borrower names, addresses, and telephone numbers and all account and other "nonpublic personal information" (as used in and defined by the GLBA), including payment information, regarding Borrowers and Loan applicants who have been declined and all records, data, and information pertaining to the foregoing (collectively, " Customer Information "). Lender and CSO jointly and severally shall own all Customer Information; provided, however, that neither party hereto will use any of such Customer Information except to the extent permitted by the privacy policies of each of CSO and Lender. Notwithstanding the foregoing, without the need for obtaining Lender’s consent, CSO shall be free to use Customer Information for purposes of marketing, offering, selling, brokering, underwriting and providing other products and services, including, without limitation, other loan products and services that may be offered to consumers by CSO, any Third Party Service Provider of CSO or any other lenders through the distribution channels of CSO and any Third Party Service Provider of CSO, provided that, in all cases, however, any use by CSO of any such Customer Information shall comply with (i) all applicable Rules, (ii) the requirements of the Program Guidelines, and (iii) the above-described privacy policies of both CSO and Lender and in the event any such Customer Information is used in connection with marketing, offering, selling, brokering, underwriting or providing loans made by any party other than CSO, Lender agrees that such other lender may jointly own such Customer Information with CSO and Lender, so long as such other lender has a privacy policy no less restrictive than Lender’s privacy policy described in the Program Guidelines and agrees in writing to comply with such privacy policy and the privacy policies of CSO and Lender. In addition, notwithstanding that Lender has an ownership interest in the Customer Information, Lender agrees that it will not use the Customer Information to market any other products or services to the Borrowers or to Loan applicants who have been declined without the prior written consent of CSO; provided that nothing herein shall prevent Lender from making a loan to one or more Customers whose loan applications are processed and approved independently through Lender’s business arrangements with other credit services organizations. Without limiting the foregoing, each of CSO and Lender shall adopt and maintain reasonable procedures relating to administrative, technical, and physical safeguards to: (a) ensure the security and confidentiality of any Customer Information that such party receives; (b) protect against any anticipated threats or hazards to the security or integrity of any Customer Information that such party receives; (c) protect against the unauthorized access to or use of any Customer Information that such party has in its possession which could result in substantial harm or inconvenience to any Borrower or Loan applicant; (d) ensure the proper disposal of any Customer Information that such party has in its possession; and (e) utilize a safeguards program that is compliant with 16 C.F.R. Part 314. Notwithstanding anything herein to the contrary, CSO shall be the sole owner of all CSO Disclosure Statements and all CSO Contracts and any information contained therein. The rights and obligations of the parties under this Section 13 shall indefinitely survive the termination of this Agreement.

14.      Term . The term of this Agreement shall be for a period of one (1) year commencing as of the date hereof; provided, however, that either party hereto may terminate this Agreement prior to the expiration

of its term pursuant to the provisions of this Section 14 and Section 15 below. This Agreement shall be renewed automatically for successive one-year terms unless the party not wishing to renew provides the other party with sixty (60) days advance written notice of non-renewal. Each party hereto shall have the right to terminate this Agreement immediately upon written notice to the other party hereto, if (i) the terminating party determines in its reasonable discretion that the activities of the parties under this Agreement or the CSO Program and/or the Loan Program contravene, conflict with, are prohibited by, are improper under or are not permitted under any of the Rules; (ii) any Regulatory Authority having jurisdiction over the CSO Program and/or the Loan Program, CSO or Lender requires the terminating party to terminate this Agreement; (iii) the terminating party determines in its reasonable discretion that continued operation of the CSO Program and/or the Loan Program may materially adversely affect the ongoing operations of the terminating party or those of the terminating party’s affiliates; and in the event of a termination of this Agreement pursuant to this clause (iii), the terminating party shall provide the other party hereto with a written explanation of the basis for such termination, or (iv) the terminating party determines in its reasonable discretion that continued operation of the CSO Program and/or the Loan Program may materially adversely affect the relationship between the terminating party or any of its affiliates and any Regulatory Authority having jurisdiction over any of them.

In addition, if Lender modifies any Loan term, interest rate, fee, or other charge, or if Lender materially modifies any underwriting criteria for the Loans, CSO may terminate this Agreement upon thirty (30) days prior written notice to Lender if CSO determines in its reasonable discretion that such modification by Lender would render it economically infeasible for CSO to continue to perform its duties and responsibilities hereunder or that such modification would cause any aspect of the CSO Program and/or the Loan Program to be in violation of any Rule.

Notwithstanding termination of this Agreement, the parties’ obligations with respect to outstanding Loans shall remain in effect for so long as such Loans remain outstanding.

15.      Termination Upon Default .

a.      Either party hereto shall have the right to terminate this Agreement upon occurrence of one or more of the following events:

i.      failure by the other party to observe or perform that party’s obligations to the other hereunder or to comply with any provision of this Agreement, so long as the failure or nonperformance is not due to the actions of the terminating party;

ii.      in the event any financial information, representation, warranty, statement or certificate furnished to either party by the other party in connection with this Agreement, or any separate material statement or document delivered or to be delivered hereunder by either party hereto to the other party, is materially false, misleading, or inaccurate as of the date made or delivered;

iii.      in the event a party hereto (or an affiliate of such party) defaults under any other agreement executed between the parties hereto (and/or any of their respective affiliates) and such default continues beyond any applicable notice and cure period provided for such default under such other agreement; or

iv.      without cause with 90 days prior written notice to the other party.

b.      The Agreement may be terminated pursuant to Section 15(a)(i) above only if the default continues for a period of thirty (30) days after the defaulting party receives written notice from the other party specifying the default in the case of a non-monetary default, or ten (10) days after the default in the case of a failure to pay any amount when due hereunder.

c.      In addition to any other right to terminate this Agreement, a party may terminate this Agreement if the other party hereto, or such other party’s principals (as defined in Section 11 or Section 12 above, as the case may be) is the subject of any of the following or if any of the following occurs with respect to such other party or such other party’s principals: insolvency, inability to pay its debts as they become due, the filing of a voluntary bankruptcy petition, the filing of an involuntary bankruptcy petition which is not dismissed within thirty (30) days after filing thereof, dissolution or termination of its existence as a going concern, or the appointment of a receiver for any part of its property.

16.      Indemnification .

a.      CSO’s Indemnification Obligations .

i.      Except to the extent of Damages (as defined in Section 16(d) ) expressly excluded under this Agreement, CSO hereby agrees to defend, indemnify and hold harmless, Lender and its affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " Lender Indemnified Parties "), from and against any and all Damages suffered or incurred by the Lender Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (A) any actual or alleged injury (physical or otherwise) to any actual or prospective Borrower, to any actual or prospective customer of CSO, or to any employee of CSO actually or allegedly caused in whole or in part by CSO or any CSO Indemnified Party (as defined in Section 16(b)(i) ); (B) any act or omission (whether one or more) of CSO or its employees, agents or representatives related to this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (C) any act or omission (whether one or more) of any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (D) the inaccuracy of any warranty or representation made by any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (E) the breach of any obligation owed by any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (F) any breach by CSO (or its employees, agents or representatives) of its obligations under or related to this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (G) any other claim, allegation or investigation asserted by or on behalf of a Borrower, a prospective Borrower or a Regulatory Authority with respect to the Loans or the activities, practices, and/or procedures of the parties actually or allegedly caused in whole or in part by CSO or any CSO Indemnified Party (as defined in Section 16(b)(i) ; (H) any examination or audit of CSO conducted by a Regulatory Authority as provided in Section 20, resulting in a finding or issue that is not the result of Lender’s actions ; (I) any burglary, robbery, fraud or theft at any of CSO’s locations or on any of CSO’s premises; and (J) any marketing or administration of the Loans by persons other than Lender and its employees (including loss, theft or misuse of Loan proceeds, Loan payments and drafts and instruments issued or received in connection therewith).

ii.      The obligations of CSO to defend, indemnify and hold harmless Lender and the Lender Indemnified Parties under this Section 16(a) shall not extend to Damages suffered by

any of them directly or indirectly related to, resulting from or arising out of any of the following: (A) burglary, robbery, fraud or theft from or at any premises of the Lender, (B) the marketing or administration of the Loans by any person other than CSO, its employees or any Third Party Service Provider engaged by it; (C) Lender’s alleged or actual violation of federal or state securities laws or laws pertaining to the formation, organization and operation of entities; (D) claims brought by the employees or shareholders of any Lender Indemnified Party; (E) a decline in the value of the ownership interests of Lender, its partners and affiliates; (F) adverse publicity or customer relations problems encountered or suffered by any Lender Indemnified Party unrelated to the Loan Program or the CSO Program; (G) the loss of non-Loan related business, or profits related thereto; (H) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section 16 ; (I) any Lender Breach (hereinafter defined); or (J) the fraud or willful misconduct of Lender. The term " Lender Breach " shall mean the breach by Lender of any of its obligations expressly set forth herein.

iii.      CSO’s indemnification obligations under this Section 16(a) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 16(c) . Except as otherwise provided in this Section 16 , the obligations of CSO to defend, indemnify and/or hold the Lender Indemnified Parties harmless under this Section 16 shall extend without limitation to the payment of all costs of defense for the actual or alleged omissions, negligence, gross negligence, and intentional acts of Lender, including Lender’s sole or concurrent negligence. It is contemplated that CSO’s defense obligations under this Section 16(a) may be, but shall not necessarily be, broader than its indemnification obligations hereunder.

b.      Lender’s Indemnification Obligations .

i.      Except to the extent of Damages expressly excluded under this Agreement or Damages for which CSO otherwise is obligated to defend, indemnify and/or hold harmless the Lender Indemnified Parties as set forth above, Lender hereby agrees to defend, indemnify and hold harmless, CSO and its members and affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " CSO Indemnified Parties "), from and against any and all Damages suffered or incurred by the CSO Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (A) any Lender Breach or the inaccuracy of any warranty or representation of Lender set forth in this Agreement; (B) the willful act or omission of Lender or its employees, agents or representatives; (C) any act or omission (whether one or more) of any Third Party Service Provider retained by Lender; (D) the inaccuracy of any warranty or representation made for the benefit of CSO by any Third Party Service Provider retained by Lender; (E) the breach of any obligation owed to CSO by any Third Party Service Provider retained by Lender; (F) any examination or audit of Lender conducted by a Regulatory Authority as provided in Section 20, resulting in a finding or issue that is not the result of CSO’s actions; and (G) any burglary, robbery or theft by Lender or any of its affiliates (or any of their respective employees).

ii.      Nothing herein shall be construed to require Lender to indemnify, defend or hold harmless the CSO Indemnified Parties (or any of them) for Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (A) any breach by CSO of its representations, warranties, covenants or obligations under this Agreement; (B) the breach of any obligation of a Third Party Service Provider retained by CSO; (C) the negligence or

willful misconduct of CSO; any CSO Indemnified Party or any Third Party Service Provider retained by CSO; (D) burglary, robbery, fraud or theft at or from any premises of the CSO or any CSO Indemnified Party; (E) marketing or administration of the Loans by persons other than Lender or its employees; (F) any claim, investigation or allegation made by any regulatory or governmental authority or agency arising from or relating to the activities of CSO; (G) any claim that any CSO Indemnified Party allegedly or actually violated any federal or state securities laws or laws related to the formation, organization and operation of entities; (H) a decline in the value of the ownership interests of any CSO Indemnified Party; (I) any claims brought by any owner or employee of any CSO Indemnified Party; (J) adverse publicity or customer relations problems suffered by any CSO Indemnified Party; (K) the loss of non-Loan related business, or profits related thereto by any CSO Indemnified Party; (L) non-monetary sanctions imposed by any court or Regulatory Authority; and (M) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section 16 .

iii.      Lender’s indemnification obligations under this Section 16(b) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to Lender’s reimbursement rights under Section 16(c) .

c.      Obligation to Refund Advanced Damages . In the event that either party hereto reimburses the other party hereto for Damages pursuant to the indemnification provisions of this Section 16 , in advance of the final disposition of the underlying claim, and if it is ultimately determined by settlement or pursuant to the dispute resolution provisions hereof that such Damages directly arose out of an occurrence that did not require such indemnification under Section 16(a) or Section 16(b) , as applicable, then the reimbursed party agrees to repay to the other party any such Damages for which it received advanced reimbursement to which it was not entitled hereunder. All Damages required to be repaid under this Section 16(c) shall be repaid within 5 business days following the above-described ultimate determination.

d.      Additional Definitions . The Lender Indemnified Parties and the CSO Indemnified Parties sometimes are referred to herein as the " Indemnified Parties " or individually as an " Indemnified Party ," and " Indemnifying Party " may refer to CSO or Lender, in their capacities as indemnitors hereunder. " Damages " means any and all claims, demands, liabilities, losses, penalties, fines, judgments, damages, settlements, out-of-pocket costs, and expenses (including, without limitation, legal fees, court costs, accounting fees, disbursements and class action costs).

e.      Notice . An Indemnified Party promptly shall notify the Indemnifying Party, in writing, of any suit or threat of suit of which that party becomes aware which may give rise to a right to indemnification under this Agreement (but in any event within 30 days of the discovery of such claim), and any Indemnified Party seeking indemnification hereunder promptly shall notify the Indemnifying Party, in writing, of any indemnified loss; provided, however, that the failure of an Indemnified Party alleging a right of indemnity hereunder to provide prompt notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only if and to the extent that the Indemnifying Party can prove that such failure to provide prompt notice actually and materially prejudiced its rights. The Indemnified Party shall provide to the Indemnifying Party, as promptly as practicable after the delivery of such notice, all information and documentation reasonably requested by the Indemnifying Party to support and verify the claim asserted.

f.      Defense and Counsel . At its sole cost and expense, the Indemnifying Party may employ counsel chosen by the Indemnifying Party, provided that such counsel shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right, at its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, that the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party reasonably concludes that the ability of the Indemnified Party to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.

g.      Joint Defense Agreement . The parties agree that, if both parties are named as defendants in the same lawsuit, arbitration or other proceeding arising out of or related to this Agreement, the CSO Program and/or the Loan Program, the parties may enter into a joint defense agreement reasonably acceptable to the parties; provided, however, that any such joint defense agreement shall not preclude any party from asserting any counterclaims, cross-actions or third-party claims to which it may be entitled to assert.

h.      Survival . This Section 16 shall survive and shall continue to be binding on the parties notwithstanding any termination, cancellation or expiration of this Agreement.

i.      Each party expressly agrees, warrants and represents that it has read the terms of this Section 16 , understands same and that the terms of this Section 16 are clear, conspicuous and unequivocal.

17.      Expenses . Except as expressly provided to the contrary in this Agreement, each party shall be responsible for all expenses incurred by it in the performance of its obligations under this Agreement, including any expenses incurred by it in performing its respective duties set forth in Section 3 or Section 4 above, as the case may be.

18.      Scope of Relationship . The parties agree that the relationship established by this Agreement is non-exclusive. Without limiting the foregoing and subject to the provisions of Section 13 and Section 19 of this Agreement, each party hereto is expressly permitted, without the need for obtaining any further consent or approval from the other party hereto, to market, offer, sell, broker, underwrite and/or provide other products and services, including, without limitation, any other loan products and services and specifically including, without limitation, any loan products and services similar in scope and nature to the Loans and the related services contemplated by the Program Guidelines, through any of their respective distribution channels and

the distribution channels of their respective Third Party Service Providers, including, without limitation, any of such distribution channels through which Loans are offered pursuant to this Agreement.

19.      Confidentiality; Red Flag and Other Obligations.

a.      Confidentiality . In performing their obligations pursuant to this Agreement, each party may have access to and receive disclosure of certain confidential information about the other party or parties, including, without limitation, the names and addresses of a party’s customers or members, marketing plans and objectives, research and test results, and other information which is confidential and the property of the party disclosing the information (" Confidential Information "). The parties agree that the term Confidential Information shall include this Agreement, the Program Guidelines, and the Program Materials, as the same may be amended and modified from time to time. Confidential Information of a party hereto shall not include information in the public domain or that is independently developed by the other party hereto. Lender and CSO agree that Confidential Information shall be used by each party solely in the performance of its obligations under this Agreement. Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, except as may be permitted hereunder or under the Program Documents, or as may be necessary to perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information, or as required by the Rules or any Regulatory Authority. In the event that either party (the " Restricted Party ") is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, such party will provide the other party with prompt notice of such request(s) so that the other party may seek an appropriate protective order or other appropriate remedy and/or waive the Restricted Party’s compliance with the provisions of this Agreement. In the event that the other party does not seek such a protective order or other remedy, or such protective order or other remedy is not obtained, or the other party grants a waiver hereunder, the Restricted Party may furnish that portion (and only that portion) of the Confidential Information which the Restricted Party is legally compelled to disclose and will exercise such efforts to obtain reasonable assurance that confidential treatment will be accorded any Confidential Information so furnished as a Restricted Party would reasonably exercise in assuring the confidentiality of any of its own confidential information. Notwithstanding anything herein to the contrary, and except as provided in Section 18 above, nothing herein shall prohibit either party hereto from entering into agreements with any other party that include program guidelines and program materials that may or may not be the same as, or substantially similar to, the Program Guidelines and Program Materials. Upon request or upon any expiration or termination of this Agreement, each party hereto shall return to the other party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the former’s possession which is in any written or other recorded form, including data stored in any computer medium; provided, however, that each party may retain the Confidential Information of the other party (but subject to the requirements of this Section 19 ) to the extent that such party needs access to such information to continue to perform any of its obligations hereunder or to broker or service Loans or otherwise perform obligations owed by each party to the other party. Notwithstanding the foregoing, to the extent there are any inconsistencies between this Section 19 and Section 13 above, the provisions of Section 13 above shall control.

b.      Red Flag and Other Obligations . Lender and CSO shall comply with their respective obligations under the Red Flag Rules and the Money Laundering and Anti-Terrorism Rules.

20.      Regulatory Examinations and Audits . Each party agrees to submit to any examination which may be required by any Regulatory Authority with audit and examination authority over the other party, to the fullest extent that such Regulatory Authority may require and to the fullest extent provided by law. Each

party (either directly or by the use of accountants or other agents or representatives) may audit, inspect, and review the other party’s files, records, and books with respect to the Loans, compliance with the CSO Program and/or the Loan Program and its business operations. Each party agrees to submit such information as the other party may from time to time reasonably request in order to ascertain the submitting party’s compliance with the requirements of this Agreement and compliance with the CSO Program and/or the Loan Program. Each party agrees to submit to operational audits and audits of such party’s electronic data processing functions, as the other party may reasonably request from time to time. The auditing party will promptly submit the results of such audits to the audited party. Any such audit shall be performed at the auditing party’s sole cost and expense. The parties acknowledge and agree that, as and to the extent provided by law, Lender shall be responsible to Borrowers, prospective Borrowers, and Regulatory Authorities having jurisdiction over Lender, the CSO Program and/or the Loan Program for compliance with the Rules as they may apply to the Loans and the Program Materials, but subject to the full performance by CSO of its obligations hereunder and the accuracy of CSO’s warranties and representations set forth herein concerning compliance with the Rules. CSO acknowledges that in discharging its compliance obligations under the Rules Lender shall rely on the full performance by CSO of its duties and obligations hereunder and the accuracy of CSO’s warranties and representations set forth herein.

21.      Relationship of Parties; No Authority to Bind . Lender and CSO agree that (a) Lender and CSO are independent contractors to each other in performing their respective obligations hereunder, (b) Lender shall not hold any ownership in CSO or possess a leasehold interest in CSO’s offices or any personal property located therein, except that Lender shall be the exclusive owner of all Loan Documents (as defined below), (c) no Lender employees shall work in the CSO offices (except for Lender auditors who may examine CSO’s practices from time to time for compliance with the Program Guidelines), and (d) other than as may be necessary to generally effectuate CSO’s performance of its duties under this Agreement, Lender shall exercise no authority or control over CSO’s employees or methods of operation. Nothing in this Agreement or in the working relationship established and developed hereunder shall be deemed or is intended to be deemed, nor shall it cause, Lender and CSO to be treated as partners, joint venturers, joint associates for profit or otherwise be deemed to create a relationship of agent and principal, and in no event shall CSO be deemed or be entitled or permitted to act as an agent of Lender. Neither party shall have any authority to bind the other party to any agreement. Except as expressly set forth in this Agreement to the contrary, no actions or failure to act on the part of either party hereto shall be construed to imply the existence of any authority not expressly granted herein. CSO is not authorized to, and shall not make or amend any contract, incur any debt or liability, or extend any credit or enter into any obligation on behalf of Lender; modify or amend any document evidencing a Loan (a " Loan Document "), extend the time for making any payment which may become due under any Loan; or waive any of Lender’s rights or privileges under any agreement made by Lender. CSO understands and agrees that CSO’s name shall not appear on any Loan Document as the maker of a Loan. CSO further understands and agrees that CSO shall not have any participation in the credit decision to make or provide a Loan, a Loan renewal or a Loan refinance or any participation in any act pertaining to the funding of a Loan, a Loan renewal or a Loan refinance. Credit and funding decisions at all times shall be made by Lender, in its sole and absolute discretion. CSO shall refer to Lender any inquiries concerning the accuracy, interpretation, or legal effect of any Loan Document. CSO shall not negotiate the terms of any Loan Document on behalf of Lender. Lender shall be deemed to have received and reviewed the Loan Documents and supporting materials only after the Loan Documents and materials have been previously received at Lender’s offices or, if designated by Lender, by Processor. CSO shall not represent to anyone that CSO has the authority or power to do any of the foregoing and shall make no representations concerning Lender’s transactions. In no event may CSO act as Lender’s agent or represent to others that it may act as Lender’s agent. In the event that either party reasonably determines that any

provision of this Agreement requires an act that applicable Rules disallow in order for CSO and Lender to operate lawfully as an independent credit services organization and lender, respectively, or otherwise causes a material risk of violating applicable Rules, then the parties shall promptly and in good faith attempt to agree to a modification so as to reduce or eliminate such risk of not conforming to applicable Rules. Lender shall not have any authority or control over any of the property interests or employees of CSO, nor shall Lender have any authority or control over any of the property interests or employees of those affiliates of CSO that own and operate stores at which or other portals through which potential Borrowers are offered the opportunity to complete and submit applications for Loans. CSO has and at all times shall retain the full authority to determine which potential Borrowers are offered the opportunity to complete and submit applications for Loans. As used herein, the term "Loan Document" shall not include any agreements that CSO or any affiliate of CSO may enter into directly with any party that governs the agreement of CSO or an affiliate of CSO to attempt to broker a Loan on behalf of any Borrower or any party who applies for, but is denied, a Loan.

22.      Governing Law; Arbitration; Consent to Jurisdiction .

a.      Governing Law and Jurisdiction . This Agreement shall be construed and performed in accordance with the laws of the State of Ohio, without reference to Ohio choice of law or conflicts of law. All Parties agree that any arbitration or litigation related to this Agreement or any dispute between the Parties will be conducted in Tarrant County, Texas, unless the Parties mutually agree on another location. Each Party consents to subject matter jurisdiction, personal jurisdiction and venue in Tarrant County, Texas.

b.      Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All Parties expressly waive their right to a jury trial for any such claim.

c.      Injunctive and Other Relief . This agreement to arbitrate includes claims for injunctive relief, and the Parties agree that the AAA has the jurisdiction and authority to grant temporary or preliminary injunctive relief pursuant to Rule 38 of the AAA Commercial Arbitration Rules. The Parties agree that the arbitrator(s) shall not have the power to award punitive or exemplary damages for any claim or controversy.

d.      Fees and Expenses . The Parties agree that the AAA Commercial Arbitration Rules govern the award of attorney fees and expenses, and hereby expressly permit the AAA arbitrator or panel to award reasonable and necessary attorney fees and expenses in their discretion to the prevailing party in their discretion.

e.      Confidentiality . At the request of either Party, the arbitration proceedings and any award or judgment will be conducted in the utmost confidentiality; in such case all documents, testimony and records shall be received, heard and maintained by the arbitrator or panel in confidence, available for inspection only by the parties and their respective attorneys and experts, who agree to maintain such information in confidence.

f.      Joinder . Where applicable, all disputes hereunder shall be joined in or consolidated with the related proceeding(s), if any, among Lender, CSO and any affiliated entities.

23.      Severability . If any provision of this Agreement is held to be improper, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this

Agreement shall be construed and enforced as if such improper, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the improper, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such improper, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such improper, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

24.      Successors and Third Parties . This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the parties hereto and their successors and assigns. Except as expressly provided herein with respect to Third Party Service Providers, the obligations, rights and benefits hereunder are specific to the parties hereto and shall not be delegated or assigned without the prior written consent of the other party, which shall not be unreasonably withheld. As a condition to an assignment of any obligations, rights or benefits hereunder, the assignee of such obligations, rights and benefits must agree to be bound by the terms of this Agreement pursuant to an assignment document executed by such assignee, in form and substance reasonably satisfactory to both Lender and CSO. Nothing in this Agreement is intended to create or grant any right, privilege, or other benefit to or for any person or entity other than the parties hereto. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that Lender can freely assign its rights in and with respect to the Loans (including, without limitation, its rights under Section 5 hereof) without CSO's prior written consent, provided that the assignee satisfies the conditions set forth in this Section 24 .

25.      Notices . All notices, requests, and approvals required or permitted by this Agreement shall be in writing and addressed/directed to the other party at the address/facsimile number below or at such other address of which the notifying party hereafter receives notice in conformity with this Section 25 . All such notices, requests, and approvals shall be deemed given upon the earlier of facsimile transmission or actual receipt thereof:

8214 Westchester Drive, Suite 910

Dallas, Texas 75225

Attention: CEO

4150 International Plaza, Suite 300

Fort Worth, TX 76109

Attention: VP, Product

Copy to: Chief Counsel

26.      Proprietary Rights . No right, title or interest in, to or under any Proprietary Rights of any party are created or assigned or otherwise transferred to the other party pursuant to this Agreement. Nothing in this Agreement constitutes a work for hire agreement, and nothing in this Agreement constitutes an agreement by a party to assign or otherwise convey title to any Proprietary Rights to the other party. Each party will retain full ownership of and title to all equipment, materials, hardware, software, inventions, innovations and other tangible and intangible property provided by or developed by such Party in connection with this Agreement.

27.      Waiver . Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder except in an express writing signed by an authorized agent or representative of the party to be charged with such waiver.

28.      Counterparts . This Agreement may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature hereto by facsimile transmission or by e-mail transmission of a document in the form of an Adobe portable digital file (PDF) shall be as effective as delivery of a manually executed counterpart hereof, and any such facsimile or PDF signature shall be treated as an original signature to this Agreement.

29.      Specific Performance . Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either party hereto, an action at law for damages or other remedies at law would be inadequate to protect the unique rights and interests of the parties. Accordingly, the parties may seek to enforce the terms of this Agreement, and the terms of this Agreement shall be enforceable, in a court of competent jurisdiction by a decree of specific performance or injunction, subject to the arbitration provisions of Section 22(b) . Such remedies shall, however, be cumulative and not be exclusive and shall be in addition to any other remedy which the parties may have.

30.      Further Assurances . From time to time, the parties will execute and deliver to the other such additional documents and will provide such additional information as either may reasonably require carrying out the terms of this Agreement.

31.      Amendments and Modifications; Entire Agreement . This Agreement may be amended or modified only by a writing signed by duly authorized representatives of each party and dated subsequent to the date hereof. This Agreement, and the documents executed and delivered pursuant hereto, constitute the entire agreement of the parties and shall supersede and merge all prior communications, representations, or agreements, either oral or written, between the parties hereto and thereto with respect to the subject matter hereof and thereof, except where survival of prior written agreements is expressly provided for herein or therein.

32.      Headings . The headings contained in this Agreement are included for convenience only and shall not form any part of this Agreement.

[Signature Page Follows.]

In witness whereof, this Agreement is executed by the parties’ authorized officers and representatives and shall be effective as of the date first above written.

CREDIT SERVICES ORGANIZATION GUARANTY

THIS CREDIT SERVICES ORGANIZATION GUARANTY (this “CSO Guaranty”) is entered into as of September 29, 2017, by RISE CREDIT SERVICE OF OHIO, LLC (hereinafter referred to as "CSO"), to and for the benefit of REDPOINT ASSET FUNDING OHIO, LLC (hereinafter referred to as "Lender").

RECITALS

Whereas , CSO desires to provide Lender with respect to Lender’s Ohio lending program a guaranty as further described herein in furtherance of the credit services program of CSO, acting as a credit services organization, for providing credit services to borrowers pursuant to the Credit Services Agreement dated the date hereof between CSO and Lender (the “Credit Services Agreement”), including issuing guaranties on behalf of borrowers to enhance their credit, and brokering loans between Lender and borrowers pursuant to Lender’s Ohio lending program.

NOW, THEREFORE , in consideration of the extension of credit by Lender under Lender’s Ohio loan program to Ohio borrowers and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CSO and Lender agree as follows:

1.      Guaranty . Pursuant to each credit services contract between CSO and each borrower with respect to loans offered by Lender under Lender’s Ohio lending program (each a “Loan”), and regardless of whether the credit services contract is cancelled, CSO agrees to, and hereby does, unconditionally guaranty, on behalf of the borrower, and for the benefit of Lender, the prompt payment of all amounts due under each Loan to Lender, including, without limitation, all principal, interest and accrued fees (the “Loan Guaranty Amount”).

2.      Assignment . On the Specified Date (as hereinafter defined), CSO will make payment to Lender on the guaranty for each defaulted Loan for the applicable Loan Guaranty Amount. Payment of the Loan Guaranty Amount shall be paid by ACH from CSO to Lender on a weekly basis on the Specified Date (or next business day if the Specified Date is not a business day). Upon payment of the Loan Guaranty Amount with respect to a defaulted Loan, such defaulted Loans will be assigned by Lender to CSO without recourse pursuant to a Master Assignment of Promissory Notes (the "Master Assignment") to be executed by CSO and Lender concurrently herewith. Following such assignment, all amounts paid by borrowers with respect to such defaulted Loans (including the proceeds of any new Loans made to borrowers by Lender for the purpose of refinancing such defaulted Loans) shall be for the account of CSO.

The Specified Date shall be as follows:

i.      The Specified Date shall be the day following the second successive missed payment, or in the case of the final scheduled payment of any Loan, the day following the due date of such final payment.

ii.      For all other defaults or upon the death or bankruptcy of the borrower, the Specified Date shall be the date of the default, or the date of the expiration of any applicable cure period, whichever is later.

3.      Settlement . The parties agree to settle all amounts due from one party to the other pursuant to this CSO Guaranty on a weekly basis, including any amounts owed by Lender to CSO as a result of CSO fees payable from Lender to CSO for loans funded. Any payment due from one party to the other under this

CSO Guaranty shall be made by an automatic clearinghouse transfer with next day settlement on the business day immediately succeeding the transaction date. The settlement, payment and assignment obligations of the parties under this CSO Guaranty and the Credit Services Agreement shall survive the termination of this CSO Guaranty and the Credit Services Agreement will remain in effect as long as any Loans remain unpaid or any party owes any amount to the other party under the Credit Services Agreement or this CSO Guaranty. Except as may otherwise be agreed to in writing by CSO and Lender, in the event of any default by either party of its payment obligations under the Credit Services Agreement or this CSO Guaranty, the non-defaulting party shall have the right, but not the obligation, to offset against its outstanding payment obligations owing to the defaulting party an amount equal to the amount of the defaulting party’s outstanding payment obligations owing to the non-defaulting party.

4.      Governing Law; Arbitration; Consent to Jurisdiction .

a. Governing Law and Jurisdiction . This CSO Guaranty shall be construed and performed in accordance with the laws of the State of Ohio, without reference to Ohio choice of law or conflicts of law. All parties agree that any arbitration or litigation related to this CSO Guaranty or any dispute between the parties will be conducted in Tarrant County, Texas, unless the parties mutually agree on another location. Each party consents to subject matter jurisdiction, personal jurisdiction and venue in Tarrant County, Texas.

b. Arbitration . Any controversy or claim arising out of or relating to this CSO Guaranty, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All parties expressly waive their right to a jury trial for any such claim.

c.      Injunctive and Other Relief . This agreement to arbitrate includes claims for injunctive relief, and the parties agree that the AAA has the jurisdiction and authority to grant temporary or preliminary injunctive relief pursuant to Rule 38 of the AAA Commercial Arbitration Rules. The parties agree that the arbitrator(s) shall not have the power to award punitive or exemplary damages for any claim or controversy.

d.      Fees and Expenses . The parties agree that the AAA Commercial Arbitration Rules govern the award of attorney fees and expenses, and hereby expressly permit the AAA arbitrator or panel to award reasonable and necessary attorney fees and expenses in their discretion to the prevailing party in their discretion.

e.      Confidentiality . At the request of either party, the arbitration proceedings and any award or judgment will be conducted in the utmost confidentiality; in such case all documents, testimony and records shall be received, heard and maintained by the arbitrator or panel in confidence, available for inspection only by the parties and their respective attorneys and experts, who agree to maintain such information in confidence.

f.      Joinder . Where applicable, all disputes hereunder shall be joined in or consolidated with the related proceeding(s), if any, among Lender and any affiliated entities.

5.      Waiver . Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder except in an express writing signed by an authorized agent or representative of the party to be charged with such waiver.

6.      Counterparts . This CSO Guaranty may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this CSO Guaranty in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature hereto by facsimile transmission or by e-mail transmission of a document in the form of an Adobe portable digital file (PDF) shall be as effective as delivery of a manually executed counterpart hereof, and any such facsimile or PDF signature shall be treated as an original signature to this Guaranty.

7.      Further Assurances . From time to time, the parties will execute and deliver to the other such additional documents and will provide such additional information as either may reasonably require carrying out the terms of this Guaranty.

8.      Amendments and Modifications; Entire Agreement . This CSO Guaranty may be amended or modified only by a writing signed by duly authorized representatives of each party and dated subsequent to the date hereof. This CSO Guaranty constitutes the entire agreement of the parties and shall supersede and merge all prior communications, representations, or agreements, either oral or written, between the parties hereto and thereto with respect to the subject matter hereof and thereof, except where survival of prior written agreements is expressly provided for herein or therein.

[SIGNATURE PAGE TO FOLLOW.]

In witness whereof , CSO has executed this CSO Guaranty as of the day and year first written above.

PARENT GUARANTY

THIS PARENT GUARANTY (this “Guaranty”) is made as of September 29, 2017, by RISE CREDIT, LLC and ELEVATE CREDIT, INC. (hereinafter collectively referred to as " Guarantors "), to and for the benefit of REDPOINT ASSET FUNDING OHIO, LLC , a Texas limited liability company (hereinafter referred to as " Lender ").

RECITALS

Whereas, RISE CREDIT SERVICE OF OHIO, LLC (" CSO "), an affiliate of Guarantors, has, on even date herewith, entered into a Credit Services Agreement (as such agreement may be amended from time to time, the " Services Agreement ") with Lender. To induce Lender to enter into the Services Agreement, Guarantors have agreed to guaranty the obligations of CSO under the Services Agreement, as further described herein.

Now, therefore , in consideration of the premises recited above and of other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged by Guarantors; and for the purpose of inducing Lender to enter into the Services Agreement; and as long as CSO or its successors or assigns continues to be obligated to Lender in any manner whatsoever pursuant to the Services Agreement, Guarantors:

1. Unconditionally and absolutely guarantee: (a) the due and punctual payment of all amounts due and payable from CSO to Lender under the Services Agreement and the Guaranty from the CSO in favor of Lender (the “CSO Guaranty ”), including, but not limited to, all guaranty payment obligations, and settlement payment obligations (as applicable); and (b) the due and punctual performance and observance by CSO of all other obligations, warranties, covenants, and duties of CSO set forth in the Services Agreement or the CSO Guaranty (all of which amounts payable and the terms, warranties, agreements, covenants and conditions, as the same may vary or be modified from time to time, being herein called the " Obligations "); and to this end, Guarantors covenant and agree to take all commercially reasonable actions necessary to enable CSO to observe and perform and to refrain in a commercially reasonable manner from taking any action which would prevent CSO from observing and performing each and every such Obligation.

2. Agree that this Guaranty shall be a continuing guaranty, shall be binding upon Guarantors, and upon their successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance of any of the Obligations; (b) the existence or continuance of CSO as a legal entity; (c) any waiver, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Obligations, all of which CSO is hereby expressly authorized to make from time to time without notice to Guarantors; (d) the acceptance by Lender of any security for, or other guarantors upon, all or any part of the Obligations; or (e) any assignment or purported assignment of the Services Agreement or any or all of CSO's obligations under the Services Agreement or the CSO Guaranty. Guarantors shall have the right to assert as a defense to its performance under this Guaranty any legal defense that CSO may assert as to the Obligations other than the invalidation of any Obligation or any document or agreement evidencing the Obligations or any of them under a theory of public policy, which defense Guarantor hereby expressly waives.

3. Agree that Guarantors shall be held jointly and severally liable hereunder and Lender shall have the right to enforce this Guaranty against Guarantors for and to the full amount of the

Obligations, with or without enforcing or attempting to enforce this Guaranty against any other guarantor, without any obligation on the part of Lender, or anyone, at any time, to resort to any collateral, security, property, liens or other rights or remedies whatsoever, and whether or not other proceedings or steps are pending or have been taken or have been concluded to enforce or otherwise realize upon the obligations, properties, estates or security of CSO or any other guarantor; and the payment of any amount or amounts by Guarantors, pursuant to their obligations hereunder, shall not entitle Guarantors, either at law or otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Obligations, unless and until the full amount of the Obligations has been fully paid, all other Obligations have been fully performed and observed in accordance with their terms and the Services Agreement has been terminated.

4. Waive diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payment, notice of acceptance of this Guaranty, nonpayment at maturity and indulgences and notices of every kind, and consent to any and all forbearance and extensions of the time of payment of the Obligations, and further consent to any and all changes in the terms, covenants and conditions thereof hereafter made or granted; it being the intention that Guarantors shall remain liable under this Guaranty until the Obligations shall have been fully repaid to Lender and the terms, covenants and conditions thereof shall have been fully performed and observed by CSO, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of Guarantors.

5. Represent that Guarantors have determined that the making of this Guaranty reasonably may be expected to benefit, directly and indirectly, Guarantors.

6. Agree that this Guaranty shall inure to the benefit of and may be enforced by Lender and its successors and assigns.

7. Governing Law and Jurisdiction . This Guaranty shall be construed and performed in accordance with the laws of the State of Ohio, without reference to Ohio choice of law or conflicts of law. All parties agree that any arbitration or litigation related to this Guaranty or any dispute between the parties will be conducted in Tarrant County, Texas, unless the parties mutually agree on another location. Each party consents to subject matter jurisdiction, personal jurisdiction and venue in Tarrant County, Texas.

8. Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All parties expressly waive their right to a jury trial for any such claim.

9.     Injunctive and Other Relief . This agreement to arbitrate includes claims for injunctive relief, and the parties agree that the AAA has the jurisdiction and authority to grant temporary or preliminary injunctive relief pursuant to Rule 38 of the AAA Commercial Arbitration Rules. The parties agree that the arbitrator(s) shall not have the power to award punitive or exemplary damages for any claim or controversy.

10.     Fees and Expenses . The parties agree that the AAA Commercial Arbitration Rules govern the award of attorney fees and expenses, and hereby expressly permit the AAA arbitrator or

panel to award reasonable and necessary attorney fees and expenses in their discretion to the prevailing party in their discretion.

11.     Confidentiality . At the request of either party, the arbitration proceedings and any award or judgment will be conducted in the utmost confidentiality; in such case all documents, testimony and records shall be received, heard and maintained by the arbitrator or panel in confidence, available for inspection only by the parties and their respective attorneys and experts, who agree to maintain such information in confidence.

12.     Joinder . Where applicable, all disputes hereunder shall be joined in or consolidated with the related proceeding(s), if any, among Lender, CSO, Guarantor and any affiliated entities.

[SIGNATURE PAGE TO FOLLOW.]

Guarantor has executed this instrument as of the day and year first written above.

CREDIT SERVICES AGREEMENT

(Texas Online)

This Credit Services Agreement (this " Agreement ") is made and entered into as of September 29, 2017 by and between Redpoint Capital Asset Funding, LLC, a Texas limited liability company (" Lender "), and RISE CREDIT SERVICE OF TEXAS, LLC a Delaware limited liability company (" CAB ").

WHEREAS, the parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions which will govern certain credit services to be provided by CAB in connection with the arranging, administration and servicing of Loans (as defined below).

NOW, THEREFORE, in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and CAB agree as follows:

1. Definitions . Except as may be explicitly stated otherwise herein, the following terms shall have the following meanings ascribed to them below:

" Advertising Materials " means all materials and methods used by CAB in the performance of its marketing and promotion obligations under this Agreement, including, without limitation, brochures, letters, print advertisements, Internet advertisements, television and radio communications and other advertising, promotional and similar materials.

" Borrowers " mean those persons who are borrowers with respect to the Loans.

" CAB Program " means the credit services program of CAB for providing credit services to Borrowers resident in the state of Texas, including issuing guaranties on behalf of Borrowers to enhance their credit, and arranging Loans between Lender and Borrowers pursuant to this Agreement and the Program Guidelines.

" CSOA " means the Texas Credit Services Organizations Act set forth in Chapter 393 of the Texas Finance Code and any regulations promulgated thereunder, as the same may be amended from time to time.

" GLBA " means the Gramm-Leach-Bliley Act of 1999, any successor federal statute thereto and all rules and regulations promulgated thereunder, as any of the same may be amended from time to time.

" Loan Program " means the lending program of Lender for the origination and consummation of Loans pursuant to this Agreement.

" Loans " means consumer loans with an interest rate not to exceed 10% per annum, made by Lender to Borrowers pursuant to this Agreement and the Program Guidelines.

Materials " means the Advertising Materials and/or the Program Materials.

" Money Laundering and Anti-Terrorism Rules " means, without limitation, federal states, rules, regulations and executive orders related to money laundering and anti-terrorism, including, without limitation, the Bank Secrecy Act, the USA PATRIOT Act of 2001, and rules and regulations promulgated by

the United States Department of Treasury, the Office of Foreign Asset Control, and each other federal agency or office.

" Program Guidelines " means those guidelines established pursuant to Section 7 below for the administration of the CAB Program and the Loan Program.

" Program Materials " means all promissory notes, documents, and materials and methods used in connection with the performance of the parties’ obligations under this Agreement, including without limitation, applications, disclosures and agreements required by the Rules, promissory notes, privacy policies, collection materials and the like, but excluding Advertising Materials.

" Proprietary Rights " means any copyright, patent, trademark, proprietary information or trade secret owned by a party hereto.

" Red Flag Rules " means the identity theft provisions in the federal Fair Credit Reporting Act and the Federal Trade Commission’s identity theft rules set forth in 16 C.F.R. Part 681, as each of the same may be amended from time to time.

" Regulatory Authority " means any local, state, or federal regulatory authority having jurisdiction or exercising regulatory or similar oversight with respect to Lender, CAB, or Third Party Service Providers (except that nothing herein shall be deemed to constitute an acknowledgement by any party hereto that any Regulatory Authority has jurisdiction or exercises regulatory or similar oversight with respect to the Loans, the CAB Program and/or the Loan Program or any party hereto with respect to the performance of their respective obligations hereunder).

" Rules " means all local, state, and federal statutes, regulations, or ordinances applicable to the acts of Lender, CAB, or a Third Party Service Provider as they relate to the CAB Program and/or the Loan Program; any order, decision, injunction, or similar pronouncement of any court, tribunal, or arbitration panel issued with respect to Lender, CAB, or a Third Party Service Provider in connection with this Agreement, the CAB Program and/or the Loan Program; and any regulations, policy statements, and any similar pronouncement of a Regulatory Authority applicable to the acts of Lender, CAB, or a Third Party Service Provider as they relate to this Agreement or the CAB Program and/or the Loan Program, if any.

" Third Party Service Provider " means any contractor or service provider directly or indirectly retained by Lender or CAB, who provides or renders services in connection with the CAB Program and/or the Loan Program.

Other terms defined herein have the meanings so given to them. Each reference in this Agreement to a definition is a reference to a definition contained in this Agreement, unless the context expressly provides otherwise. Whenever the context requires, references in this Agreement to the singular number shall include the plural, and the plural number shall include the singular. Words denoting gender shall include the masculine, feminine and neuter.

2. General Description of the CAB Program and the Loan Program .

a. CAB Program . The parties agree that CAB’s responsibility under the CAB Program shall be to act as a "credit access business" on behalf of consumers in accordance with the " CSOA "), and as such CAB shall have the right to charge a Borrower a fee (a " CAB Fee ") for arranging a Loan on behalf of such Borrower. CAB shall not share with Lender, and Lender shall not accept, any portion of any CAB Fee obtained from a Borrower. The credit services CAB provides to each Borrower shall be governed by a credit services disclosure statement (each a " CAB Disclosure Statement "), a credit services contract between CAB

and each Borrower (each a " CAB Contract "), and a notice of cancellation to be provided by CAB to each Borrower that may be executed and delivered by each Borrower to CAB (each a " CAB Notice of Cancellation "). CAB, in CAB’s sole discretion, shall be solely responsible for determining the amount of the CAB Fee, the disclosures set forth in the CAB Disclosure Statement, the terms and conditions of each CAB Contract, the disclosures contained in the CAB Notice of Cancellation and whether or not it is appropriate to offer any particular consumer the opportunity to apply for a Loan. Nothing herein shall be deemed to commit CAB to arrange any particular level or number of applicants for Loans, and CAB makes no representation as to the number of Loan applications CAB will submit to Lender on behalf of prospective Borrowers. Furthermore, nothing herein shall be deemed to require CAB to submit to Lender the application of any prospective Borrower to whom CAB has determined not to provide credit services.

b. Loan Program . The parties agree that the Loan Program shall consist of the origination, funding, and collection of Loans, from time to time in accordance with the Program Guidelines, to Borrowers who are residents of the State of Texas. The parties agree that Lender shall have sole responsibility for establishing credit and underwriting criteria for the Loans, making the decisions as to whether or not to make Loans to prospective Borrowers, funding the Loans, and managing the Loan Program in accordance with Lender’s express obligations under this Agreement and the Program Guidelines. Nothing herein shall be deemed to commit Lender to originate or fund any particular level or number of Loans, and Lender makes no representation as to the amount of funding it will be able to raise for the Loans.

c. CAB and Lender intend to comply with all applicable Rules and to operate independently of each other in their respective capacities as a credit services organization and a lender.

d. The parties shall endeavor to begin the CAB Program and the Loan Program and commence making the Loans hereunder as soon as practical.

3. Duties and Responsibilities of Lender . Lender shall perform and discharge the following duties and responsibilities:

a. Develop (and from time to time as it determines appropriate, modify) credit and underwriting criteria determined by Lender, in Lender’s sole discretion, to be reasonable and prudent for the Loan Program and the Loans.

b. Make a determination, in Lender’s sole discretion, as to whether or not to extend a Loan to a prospective Borrower (which determination shall be made on a case by case basis pursuant to scoring systems or other criteria or models established by Lender).

c. Extend credit to Borrowers in the form of Loans and fund the Loans.

d. Disburse the proceeds of Loans to Borrowers.

e. Manage the Loan Program and the portfolio of Loans in accordance with Lender’s express obligations under this Agreement and under the Program Guidelines using commercially reasonable standards of care, skill and attention.

f. Generate or cause CAB to generate on behalf of Lender all adverse action notices and other communications that may be required under the Rules to persons who Lender declines for a loan.

4. Duties and Responsibilities of CAB . CAB shall perform certain arranging functions and credit services in connection with this Agreement under the Loan Program and shall act as the servicer for the Loans, as provided in this Agreement and in the Program Guidelines, and CAB hereby agrees to perform and discharge the following duties and responsibilities at its own cost and expense:

a. Market and promote the Loans and solicit potential Borrowers in the manner set out in Section 8 below.

b. Post a conspicuous notice on CAB’s website that identifies Lender as the lender of the Loans and provide such other information as Lender and CAB may mutually agree from time to time, with each party acting in good faith and in a commercially reasonable manner.

c. Provide certain disclosures and agreements to each Borrower, including a CAB Disclosure Statement, a CAB Contract and a CAB Notice of Cancellation in the manner described in the Program Guidelines.

d. Oversee the application process for Loans, solicit applications, and assist potential Borrowers in completing applications.

e. Review and confirm the identities of prospective Borrowers and comply in all respects with applicable federal and state customer identification and "know your customer" laws and regulations, including, without limitation, the Money Laundering and Anti-Terrorism Rules.

f. Transmit Loan applications to Lender in accordance with the Program Guidelines.

g. Generate adverse action notices and other communications that may be required under the Rules to persons who CAB declines to provide credit services.

h. Assist Lender in disbursing Loan proceeds to Borrowers.

i. As part of its credit services, assist Borrowers in remitting payments under Loans to Lender, which payments shall be forwarded to Lender in the manner specified in Section 6 below. The funds from these payments shall belong to and be held in trust for Lender or the recipient designated by Lender. Any payment on a Loan received in care of CAB shall be binding upon Lender with respect to the applicable Borrower.

j. Reflect all Loan transactions and track Loan balances on an MIS and accounting system to be maintained by CAB pursuant to the requirements of Section 11 below.

k. Comply with all licensing, bonding and other requirements of the CSOA, all requirements of Chapter 392 of the Texas Finance Code, and any regulations promulgated thereunder, and with state and federal laws and regulations.

l. Comply with all record-keeping rules and requirements of Texas law concerning Borrowers’ information.

m. Perform credit bureau reporting on behalf of Lender, during such time as the lender is the owner of a Loan.

5. Guaranty . Pursuant to each CAB Contract, and regardless of whether the CAB Contract is cancelled, CAB agrees to, and hereby does, unconditionally guaranty, on behalf of the Borrower, and for the benefit of Lender, the prompt payment of all amounts due under each Loan to Lender as set forth in the Guaranty Agreement between CAB and Lender.

6. Settlement . The parties agree to settle all amounts due from one party to the other pursuant to this Agreement on a weekly basis. Any payment due from one party to the other under this Agreement shall be made by an automatic clearinghouse transfer with next day settlement on the business day immediately succeeding the transaction date. The settlement, payment and assignment obligations of the parties under this Agreement and the Program Guidelines shall survive the termination of this Agreement and will remain in effect as long as any Loans remain unpaid or any party owes any amount to the other party under this Section 6 . Lender acknowledges and agrees that if it issues its draft to a Borrower for the disbursement of Loan proceeds to that Borrower and CAB then honors that draft, the amount of the draft shall be considered due and owing from Lender to CAB on the date that CAB honors the draft. Pursuant to the requirements of Section 11 below, CAB shall capture and record all relevant data concerning any Loan transaction and prepare appropriate reports and summaries as may be necessary to effect settlement hereunder, facilitate the review and analysis of all Loan activity, and permit Lender to reflect such Loan transactions on its books and records. Except as may otherwise be agreed to in writing by CAB and Lender, in the event of any default by either party of its payment obligations under this Agreement, the non-defaulting party shall have the right, but not the obligation, to offset against its outstanding payment obligations owing to the defaulting party an amount equal to the amount of the defaulting party’s outstanding payment obligations owing to the non-defaulting party.

7.     Program Guidelines . Lender and CAB will mutually agree upon the Program Guidelines in writing and will comply with such Program Guidelines, as the same may be amended from time to time by written agreement of the parties. The parties may modify the then current Program Guidelines only by means of a written agreement signed by duly authorized representatives of both parties. Both parties agree to act in good faith and in a commercially reasonable manner in connection with the establishment and modification,

if any, of the Program Guidelines. The parties agree to perform their duties and responsibilities under this Agreement in accordance with the provisions of the Program Guidelines, as they may be modified from time to time.

8.     Program Materials; Advertising Materials; Trade Names and Trademarks . The parties shall each be responsible for preparing their own respective Program Materials; provided, however, prior to the use of any Program Materials prepared by one party, the other party shall be entitled to review such Program Materials in the manner described below. Each party agrees that it will not use any Program Materials unless such Program Materials have been reviewed in advance by the other party hereto. CAB shall be responsible for the development of proposed Advertising Materials concerning advertising and marketing of Loans and solicitation of potential Borrowers. All Advertising Materials shall comply with the Rules. The form and content of all Advertising Materials shall be subject to the prior review of Lender in the manner described below. The nature of the Advertising Materials, the scope of their dissemination, and the total expenditures to be made on Advertising Materials for the CAB Program shall be determined by CAB in its reasonable discretion, and CAB shall pay all expenses concerning the production, use, and dissemination of Advertising Materials. Notwithstanding anything herein to the contrary, each party agrees that it will respond in writing to any request from the other party for review of any Advertising Materials or Program Materials within five (5) business days following such other party’s receipt of such Materials and any such Materials shall be deemed without objection by such other party upon the earlier to occur of (a) the actual notification of review without objection of such Materials, or (b) upon the expiration of the above-described five (5) business day period if the party whose review is being sought fails to timely respond within such five (5) business day period. If either party objects to any proposed Program Materials or Advertising Materials within the required time frame, such party will detail its reasons for such disapproval in such party’s written objection notice to the other party and the parties will use reasonable commercial efforts to address any such objections. Either party hereto may at any time retract or modify any notice previously given by it with respect to any Program Materials or Advertising Materials if such action is necessary in order to remain in compliance with the Rules; provided, however, no party shall retract or modify a notice if there has been no intervening change in the Rules which would require such retraction or modification. Lender and CAB each acknowledge that Program Materials or Advertising Materials may contain trade names, trademarks, or service marks of the other party, and each party shall have no authority to use any such names or marks of the other party separate and apart from their use in the Program Materials or Advertising Materials. The parties shall use Program Materials and Advertising Materials only for the purpose of implementing the provisions of this Agreement and shall not use Program Materials or Advertising Materials in any manner that would violate the Rules or any provision of the Program Guidelines.

9.     Loan Terms and Charges; CAB Terms and Fees . All lender underwriting criteria, Loan terms and all interest, fees, and other charges associated with the Loans, exclusive of any CAB Fees, and shall be established by Lender. Lender shall have the right to modify any underwriting criteria, Loan term, interest rate, fee, or other charge (exclusive of any CAB Fees), from time to time, at its discretion, including, without limitation, if Lender reasonably determines that any such modification is necessary in order to remain in compliance with the Rules. The CAB underwriting criteria, terms and conditions of the CAB Disclosure Statements, the CAB Contracts, the CAB Notices of Cancellation and the amount of any CAB Fees shall be established by CAB, and shall comply with the Rules. CAB shall have the right to modify any CAB Disclosure Statements, CAB Contracts, CAB Notices of Cancellation and the amount of any CAB Fees, from time to time, at its discretion, including, without limitation, if CAB reasonably determines that such modification is necessary in order to remain in compliance with the Rules. In the event either party hereto becomes aware that any underwriting criteria, Loan terms, interest, fee or other charge associated with any Loan, any terms and conditions of the CAB Disclosure Statements, the CAB Contracts, the CAB Notices of Cancellation, CAB's activities as a third party debt collector in the event Loans are assigned to CAB upon default, or the

amount of any CAB Fee is not in compliance with any Rule, the party becoming aware of the same shall notify the other party of such non-compliance and each party hereto agrees to cooperate in good faith with each other, and to diligently take commercially reasonable steps, as may be necessary in order to promptly correct any such non-compliance.

10.     Third Party Service Providers . The parties will provide the other party any reasonably requested information regarding any Third Party Service Provider who such party retains, directly or indirectly, to assist it in performing its duties hereunder or to otherwise participate in the CAB Program and/or the Loan Program. All such Third Party Service Providers must obtain any and all licenses and registrations required under applicable Texas or federal law to perform its duties hereunder or to otherwise participate in the CAB Program and/or the Loan Program. Each party reserves the right to require the other party to terminate the services of any Third Party Service Provider to whom such party reasonably objects. A party may condition its willingness to permit a Third Party Service Provider upon obtaining a written commitment from such Third Party Service Provider to comply with the terms of this Agreement and the Program Guidelines, to submit to audits and inspections by either party hereto, and to indemnify the parties hereto upon such terms and conditions as the parties hereto may reasonably require. CAB shall be responsible for supervising any Third Party Service Providers retained by CAB and shall be responsible for any failures of such Third Party Service Providers to comply with this Agreement and applicable law. Lender shall be responsible for supervising any Third Party Service Providers retained by Lender and shall be responsible for any failures of such Third Party Service Providers to comply with this Agreement and applicable law.

11.     MIS and Accounting System . CAB agrees to develop and maintain, at its sole cost and expense, a comprehensive MIS and accounting system to accurately and immediately reflect all Loan transactions and track all Loan balances and which will satisfy the information requirements of CAB, Lender, Processor (if applicable) and Regulatory Authorities having jurisdiction over the CAB Program and/or the Loan Program, if any, and a telecommunications link by which Lender can access such system. CAB shall provide Lender on a periodic basis with an electronic file with data concerning all Loans originated hereunder to assist Lender in incorporating such information into its internal accounting, record keeping, and audit systems, in form and substance as may be mutually agreed to by parties from time to time. Upon termination of this Agreement for any reason CAB shall continue to provide the accounting and MIS functions described herein for the Loans for the benefit of Lender and maintain the MIS and accounting system described herein for such purpose for up to one (1) year following termination of this Agreement, or until all Loans are paid in full, whichever is later.

12.     CAB’s Representations and Warranties . CAB makes the following warranties and representations to Lender, all of which shall survive the execution and termination of this Agreement for any reason:

a. This Agreement is valid, binding and enforceable against CAB in accordance with its terms, and CAB has received all necessary limited liability company approvals to enter into this Agreement and to perform its obligations hereunder. Except for CAB’s bond and license described below, and any third party debt collector surety bond required by Chapter 392 of the Texas Finance Code, CAB is not required to obtain the approval of, or be licensed by, any Regulatory Authority to lawfully perform its obligations hereunder.

b. CAB is a limited liability company, duly formed, validly existing, and in full force and effect under the laws of the State of Delaware and is authorized, registered, and licensed to do business in Texas and in each other state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. CAB is licensed and bonded as required for credit access businesses under the CSOA and will remain so licensed and bonded throughout the term of this Agreement.

c. CAB has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.

d. The provisions of this Agreement and the performance of each of CAB’s obligations hereunder do not conflict with CAB’s Articles of Organization , Operating Agreement, or any agreement, contract, lease, or obligation to which CAB is a party or by which CAB is bound.

e. All of the members of CAB have approved the terms and conditions of this Agreement and have determined that entering into this Agreement is in the best interests of CAB.

f. This Agreement, the Program Guidelines and the provisions of each of them comply with and are enforceable under the Rules, and the operation of each of the CAB Program and the Loan Program in accordance with this Agreement and the Program Guidelines will not violate any of the Rules.

g.    Neither CAB nor any principal thereof has been or is the subject of any of the following:

i. Criminal conviction (other than misdemeanor traffic offenses);

ii. IRS lien;

iii. Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;

iv. Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or

v. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of CAB or any principal thereof.

For purposes of this Section 12(g) the term " principal " of CAB shall include (i) any person directly or indirectly owning a ten percent or more equity interest of CAB, (ii) any officer, member or director of CAB and (iii) any other person having the power or authority to control CAB’s business.

13.     Lender’s Representations and Warranties . Lender makes the following warranties and representations to CAB, all of which shall survive the execution and termination of this Agreement for any reason:

a.    This Agreement is valid, binding and enforceable against Lender in accordance with its terms and Lender has received all necessary organizational approvals to enter into this Agreement and to perform its obligations hereunder.

b.    Lender is a limited liability company duly formed, validly existing, and in full force and effect under the laws of the State of Texas and is authorized and registered to do business in Texas and in each other state in which the nature of its activities makes such authorization or registration necessary or required.

c.    Lender is not affiliated with CAB or any affiliate of CAB.

d.    Lender has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.

e.    The provisions of this Agreement and the performance of each of Lender's obligations hereunder do not conflict with Lender's Articles of Organization, Operating Agreement, or any agreement, contract, lease, or obligation to which Lender is a party or by which Lender is bound.

f.    Neither Lender nor any principal thereof has been or is the subject of any of the following:

i.    Criminal conviction (other than misdemeanor traffic offenses);

ii.    IRS lien;

iii.    Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;

iv.    Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or

v.    Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of Lender or any principal thereof.

For purposes of this Section 13(f) the term " principal " of Lender shall include (i) any person directly or indirectly owning a ten percent or more equity interest of Lender, (ii) any officer, member or director of Lender and (iii) any other person having the power or authority to control Lender’s business.

14.     Ownership of Customer Information . Each party shall take all steps necessary and appropriate to maintain the confidentiality of Loan applicant and Borrower names, addresses, and telephone numbers and all account and other "nonpublic personal information" (as used in and defined by the GLBA), including payment information, regarding Borrowers and Loan applicants who have been declined and all records, data, and information pertaining to the foregoing (collectively, " Customer Information "). Lender and CAB jointly and severally shall own all Customer Information; provided, however, that neither party hereto will use any of such Customer Information except to the extent permitted by the privacy policies of each of CAB and Lender. Notwithstanding the foregoing, without the need for obtaining Lender’s consent, CAB shall be free to use Customer Information for purposes of marketing, offering, selling, arranging, underwriting and providing other products and services, including, without limitation, other loan products and services that may be offered to consumers by CAB, any Third Party Service Provider of CAB or any other lenders through the distribution channels of CAB and any Third Party Service Provider of CAB, provided that, in all cases, however, any use by CAB of any such Customer Information shall comply with (i) all applicable Rules, (ii) the requirements of the Program Guidelines, and (iii) the above-described privacy policies of both CAB and Lender and in the event any such Customer Information is used in connection with marketing, offering, selling, arranging, underwriting or providing loans made by any party other than CAB, Lender agrees that such other lender may jointly own such Customer Information with CAB and Lender, so long as such other lender has a privacy policy no less restrictive than Lender’s privacy policy described in the Program Guidelines and agrees in writing to comply with such privacy policy and the privacy policies of CAB and Lender. In addition, notwithstanding that Lender has an ownership interest in the Customer Information, Lender agrees that it will not use the Customer Information to market any other products or services to the Borrowers or to Loan applicants who have been declined without the prior written consent of CAB; provided that nothing herein shall prevent Lender from making a loan to one or more Customers whose loan applications are processed and approved independently through Lender’s business arrangements with other credit services organizations. Without limiting the foregoing, each of CAB and Lender shall adopt and maintain reasonable procedures relating to administrative, technical, and physical safeguards to: (a) ensure the security and

confidentiality of any Customer Information that such party receives; (b) protect against any anticipated threats or hazards to the security or integrity of any Customer Information that such party receives; (c) protect against the unauthorized access to or use of any Customer Information that such party has in its possession which could result in substantial harm or inconvenience to any Borrower or Loan applicant; (d) ensure the proper disposal of any Customer Information that such party has in its possession; and (e) utilize a safeguards program that is compliant with 16 C.F.R. Part 314. Notwithstanding anything herein to the contrary, CAB shall be the sole owner of all CAB Disclosure Statements and all CAB Contracts and any information contained therein. The rights and obligations of the parties under this Section 14 shall indefinitely survive the termination of this Agreement.

15.     Term . The term of this Agreement shall be for a period of one (1) year commencing as of the date hereof; provided, however, that either party hereto may terminate this Agreement prior to the expiration of its term pursuant to the provisions of this Section 15 and Section 16 below. This Agreement shall be renewed automatically for successive one-year terms unless the party not wishing to renew provides the other party with sixty (60) days advance written notice of non-renewal. Each party hereto shall have the right to terminate this Agreement immediately upon written notice to the other party hereto, if (i) the terminating party determines in its reasonable discretion that the activities of the parties under this Agreement or the CAB Program and/or the Loan Program contravene, conflict with, are prohibited by, are improper under or are not permitted under any of the Rules; (ii) any Regulatory Authority having jurisdiction over the CAB Program and/or the Loan Program, CAB or Lender requires the terminating party to terminate this Agreement; (iii) the terminating party determines in its reasonable discretion that continued operation of the CAB Program and/or the Loan Program may materially adversely affect the ongoing operations of the terminating party or those of the terminating party’s affiliates; and in the event of a termination of this Agreement pursuant to this clause (iv), the terminating party shall provide the other party hereto with a written explanation of the basis for such termination, or (v) the terminating party determines in its reasonable discretion that continued operation of the CAB Program and/or the Loan Program may materially adversely affect the relationship between the terminating party or any of its affiliates and any Regulatory Authority having jurisdiction over any of them.

In addition, if Lender modifies any Loan term, interest rate, fee, or other charge, or if Lender materially modifies any underwriting criteria for the Loans, CAB may terminate this Agreement upon thirty (30) days prior written notice to Lender if CAB determines in its reasonable discretion that such modification by Lender would render it economically infeasible for CAB to continue to perform its duties and responsibilities hereunder or that such modification would cause any aspect of the CAB Program and/or the Loan Program to be in violation of any Rule.

Notwithstanding termination of this Agreement, the parties’ obligations with respect to outstanding Loans shall remain in effect for so long as such Loans remain outstanding.

16.     Termination Upon Default .

a.    Either party hereto shall have the right to terminate this Agreement upon occurrence of one or more of the following events:

i.    failure by the other party to observe or perform that party’s obligations to the other hereunder or to comply with any provision of this Agreement, so long as the failure or nonperformance is not due to the actions of the terminating party;

ii.    in the event any financial information, representation, warranty, statement or certificate furnished to either party by the other party in connection with this Agreement, or any separate

material statement or document delivered or to be delivered hereunder by either party hereto to the other party, is materially false, misleading, or inaccurate as of the date made or delivered;

iii.    in the event a party hereto (or an affiliate of such party) defaults under any other agreement executed between the parties hereto (and/or any of their respective affiliates) and such default continues beyond any applicable notice and cure period provided for such default under such other agreement; or

iv.    without cause with 90 days prior written notice to the other party.

b.    The Agreement may be terminated pursuant to Section 16(a)(i) above only if the default continues for a period of thirty (30) days after the defaulting party receives written notice from the other party specifying the default in the case of a non-monetary default, or ten (10) days after the default in the case of a failure to pay any amount when due hereunder.

c.    In addition to any other right to terminate this Agreement, a party may terminate this Agreement if the other party hereto, or such other party’s principals (as defined in Section 12 or Section 13 above, as the case may be) is the subject of any of the following or if any of the following occurs with respect to such other party or such other party’s principals: insolvency, inability to pay its debts as they become due, the filing of a voluntary bankruptcy petition, the filing of an involuntary bankruptcy petition which is not dismissed within thirty (30) days after filing thereof, dissolution or termination of its existence as a going concern, or the appointment of a receiver for any part of its property.

17.     Indemnification .

a.     CAB’s Indemnification Obligations .

i.     Except to the extent of Damages (as defined in Section 17(d) ) expressly excluded under this Agreement, CAB hereby agrees to defend, indemnify and hold harmless, Lender and its affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " Lender Indemnified Parties "), from and against any and all Damages suffered or incurred by the Lender Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (A) any actual or alleged injury (physical or otherwise) to any actual or prospective Borrower, to any actual or prospective customer of CAB, or to any employee of CAB actually or allegedly caused in whole or in part by CAB or any CAB Indemnified Party (as defined in Section 17(b)(i) ); (B) any act or omission (whether one or more) of CAB or its employees, agents or representatives related to this Agreement, the Program Guidelines, the CAB Program or the Loan Program; (C) any act or omission (whether one or more) of any Third Party Service Provider retained by CAB in connection with this Agreement, the Program Guidelines, the CAB Program or the Loan Program; (D) the inaccuracy of any warranty or representation made by any Third Party Service Provider retained by CAB in connection with this Agreement, the Program Guidelines, the CAB Program or the Loan Program; (E) the breach of any obligation owed by any Third Party Service Provider retained by CAB in connection with this Agreement, the Program Guidelines, the CAB Program or the Loan Program; (F) any breach by CAB (or its employees, agents or representatives) of its obligations under or related to this Agreement, the Program Guidelines, the CAB Program or the Loan Program; (G) any other claim, allegation or investigation asserted by or on behalf of a Borrower, a prospective Borrower or a Regulatory Authority with respect to the Loans or the activities, practices, and/or procedures of the parties actually or allegedly caused in whole or in part by CAB or any CAB Indemnified Party (as defined in Section 17(b)(i) ); (H) any examination or audit of CAB

conducted by a Regulatory Authority, as provided in Section 21, resulting in a finding or issue that is not the result of Lender’s actions ; (I) any burglary, robbery, fraud or theft at any of CAB’s locations or on any of CAB’s premises; and (J) any marketing or administration of the Loans by persons other than Lender and its employees (including loss, theft or misuse of Loan proceeds, Loan payments and drafts and instruments issued or received in connection therewith).

ii.     The obligations of CAB to defend, indemnify and hold harmless Lender and the Lender Indemnified Parties under this Section 17(a) shall not extend to Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (A) burglary, robbery, fraud or theft from or at any premises of the Lender, (B) the marketing or administration of the Loans by any person other than CAB, its employees or any Third Party Service Provider engaged by it; (C) Lender’s alleged or actual violation of federal or state securities laws or laws pertaining to the formation, organization and operation of entities; (D) claims brought by the employees or shareholders of any Lender Indemnified Party; (E) a decline in the value of the ownership interests of Lender, its partners and affiliates; (F) adverse publicity or customer relations problems encountered or suffered by any Lender Indemnified Party unrelated to the Loan Program or the CAB Program; (G) the loss of non-Loan related business, or profits related thereto; (H) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section 17 ; (I) any Lender Breach (hereinafter defined); or (J) the fraud or willful misconduct of Lender. The term " Lender Breach " shall mean the breach by Lender of any of its obligations expressly set forth herein.

CAB’s indemnification obligations under this Section 17(a) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CAB’s reimbursement rights under Section 17(c) . Except as otherwise provided in this Section 17 , the obligations of CAB to defend, indemnify and/or hold the Lender Indemnified Parties harmless under this Section 17 shall extend without limitation to the payment of all costs of defense for the actual or alleged omissions, negligence, gross negligence, and intentional acts of Lender, including Lender’s sole or concurrent negligence. It is contemplated that CAB’s defense obligations under this Section 17(a) may be, but shall not necessarily be, broader than its indemnification obligations hereunder.

b.     Lender’s Indemnification Obligations .

i.     Except to the extent of Damages expressly excluded under this Agreement or Damages for which CAB otherwise is obligated to defend, indemnify and/or hold harmless the Lender Indemnified Parties as set forth above, Lender hereby agrees to defend, indemnify and hold harmless, CAB and its members and affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " CAB Indemnified Parties "), from and against any and all Damages suffered or incurred by the CAB Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (A) any Lender Breach or the inaccuracy of any warranty or representation of Lender set forth in this Agreement; (B) the willful act or omission of Lender or its employees, agents or representatives; (C) any act or omission (whether one or more) of any Third Party Service Provider retained by Lender; (D) the inaccuracy of any warranty or representation made for the benefit of CAB by any Third Party Service Provider retained by Lender; (E) the breach of any obligation owed to CAB by any Third Party Service Provider retained by Lender; (F) any examination or audit of Lender conducted by a Regulatory Authority, as provided in Section 21, resulting in a finding or issue that is not the result of CAB’s actions; and (G) any burglary, robbery or theft by Lender or any of its affiliates (or any of their respective employees).

ii.      Nothing herein shall be construed to require Lender to indemnify, defend or hold harmless the CAB Indemnified Parties (or any of them) for Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (A) any breach by CAB of its representations, warranties, covenants or obligations under this Agreement; (B) the breach of any obligation of a Third Party Service Provider retained by CAB; (C) the negligence or willful misconduct of CAB; any CAB Indemnified Party or any Third Party Service Provider retained by CAB; (D) burglary, robbery, fraud or theft at or from any premises of the CAB or any CAB Indemnified Party; (E) marketing or administration of the Loans by persons other than Lender or its employees; (F) any claim, investigation or allegation made by any regulatory or governmental authority or agency arising from or relating to the activities of CAB; (G) any claim that any CAB Indemnified Party allegedly or actually violated any federal or state securities laws or laws related to the formation, organization and operation of entities; (H) a decline in the value of the ownership interests of any CAB Indemnified Party; (I) any claims brought by any owner or employee of any CAB Indemnified Party; (J) adverse publicity or customer relations problems suffered by any CAB Indemnified Party; (K) the loss of non-Loan related business, or profits related thereto by any CAB Indemnified Party; (L) non-monetary sanctions imposed by any court or Regulatory Authority; and (M) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section 17 .

iii.     Lender’s indemnification obligations under this Section 17(b) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to Lender’s reimbursement rights under Section 17(c) .

c.     Obligation to Refund Advanced Damages . In the event that either party hereto reimburses the other party hereto for Damages pursuant to the indemnification provisions of this Section 17 , in advance of the final disposition of the underlying claim, and if it is ultimately determined by settlement or pursuant to the dispute resolution provisions hereof that such Damages directly arose out of an occurrence that did not require such indemnification under Section 17(a) or Section 17(b) , as applicable, then the reimbursed party agrees to repay to the other party any such Damages for which it received advanced reimbursement to which it was not entitled hereunder. All Damages required to be repaid under this Section 17(c) shall be repaid within 5 business days following the above-described ultimate determination.

d.     Additional Definitions . The Lender Indemnified Parties and the CAB Indemnified Parties sometimes are referred to herein as the " Indemnified Parties " or individually as an " Indemnified Party ," and " Indemnifying Party " may refer to CAB or Lender, in their capacities as indemnitors hereunder. " Damages " means any and all claims, demands, liabilities, losses, penalties, fines, judgments, damages, settlements, out-of-pocket costs, and expenses (including, without limitation, legal fees, court costs, accounting fees, disbursements and class action costs).

e.     Notice . An Indemnified Party promptly shall notify the Indemnifying Party, in writing, of any suit or threat of suit of which that party becomes aware which may give rise to a right to indemnification under this Agreement (but in any event within 30 days of the discovery of such claim), and any Indemnified Party seeking indemnification hereunder promptly shall notify the Indemnifying Party, in writing, of any indemnified loss; provided, however, that the failure of an Indemnified Party alleging a right of indemnity hereunder to provide prompt notice to the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only if and to the extent that the Indemnifying Party can prove that such failure to provide prompt notice actually and materially prejudiced its rights. The Indemnified Party shall provide to the Indemnifying Party, as

promptly as practicable after the delivery of such notice, all information and documentation reasonably requested by the Indemnifying Party to support and verify the claim asserted.

f.     Defense and Counsel . At its sole cost and expense, the Indemnifying Party may employ counsel chosen by the Indemnifying Party, provided that such counsel shall be reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right, at its own expense, to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate therein; provided, however, that the Indemnifying Party shall be responsible for reasonable attorneys’ fees and legal expenses related to the separate counsel retained by the Indemnified Party if the Indemnified Party reasonably concludes that the ability of the Indemnified Party to prevail in the defense of any claim is or will be materially improved if separate counsel represents the Indemnified Party or if separate counsel is appropriate because of legal ethics considerations. An Indemnifying Party shall not be liable for the settlement of any claim entered into without its prior written consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to a settlement of any claim that provides for any relief other than the payment of monetary damages by the Indemnifying Party without the applicable Indemnified Party’s prior written consent, which shall not be unreasonably delayed or withheld; provided that an Indemnified Party’s withholding of or delaying consent shall not be deemed unreasonable if the proposed settlement arrangement allocates liability or financial obligations directly to the Indemnified Party. If the Indemnifying Party chooses to so defend, all parties hereto shall cooperate in the defense thereof and shall furnish such records, information and testimony, and shall attend such conferences, discovery proceedings, hearings, trials and appeals as reasonably may be request in connection therewith, all at the Indemnifying Party’s sole cost and expense.

g.     Joint Defense Agreement . The parties agree that, if both parties are named as defendants in the same lawsuit, arbitration or other proceeding arising out of or related to this Agreement, the CAB Program and/or the Loan Program, the parties may enter into a joint defense agreement reasonably acceptable to the parties; provided, however, that any such joint defense agreement shall not preclude any party from asserting any counterclaims, cross-actions or third-party claims to which it may be entitled to assert.

h.     Survival . This Section 17 shall survive and shall continue to be binding on the parties notwithstanding any termination, cancellation or expiration of this Agreement.

i.     Each party expressly agrees, warrants and represents that it has read the terms of this Section 17 , understands same and that the terms of this Section 17 are clear and conspicuous.

18.     Expenses . Except as expressly provided to the contrary in this Agreement, each party shall be responsible for all expenses incurred by it in the performance of its obligations under this Agreement, including any expenses incurred by it in performing its respective duties set forth in Section 3 or Section 4 above, as the case may be.

19.     Scope of Relationship . The parties agree that the relationship established by this Agreement is non-exclusive. Without limiting the foregoing and subject to the provisions of Section 14 and Section 20 of this Agreement, each party hereto is expressly permitted, without the need for obtaining any further consent or approval from the other party hereto, to market, offer, sell, arrange, underwrite and/or provide other products and services, including, without limitation, any other loan products and services and specifically including, without limitation, any loan products and services similar in scope and nature to the Loans and the related services contemplated by the Program Guidelines, through any of their respective distribution

channels and the distribution channels of their respective Third Party Service Providers, including, without limitation, any of such distribution channels through which Loans are offered pursuant to this Agreement.

20.     Confidentiality; Red Flag and Other Obligations.

a.     Confidentiality . In performing their obligations pursuant to this Agreement, each party may have access to and receive disclosure of certain confidential information about the other party or parties, including, without limitation, the names and addresses of a party’s customers or members, marketing plans and objectives, research and test results, and other information which is confidential and the property of the party disclosing the information (" Confidential Information "). The parties agree that the term Confidential Information shall include this Agreement, the Program Guidelines, and the Program Materials, as the same may be amended and modified from time to time. Confidential Information of a party hereto shall not include information in the public domain or that is independently developed by the other party hereto. Lender and CAB agree that Confidential Information shall be used by each party solely in the performance of its obligations under this Agreement. Each party shall receive Confidential Information in confidence and shall not disclose Confidential Information to any third party, except as may be permitted hereunder or under the Program Documents, or as may be necessary to perform its obligations hereunder, or as may be otherwise agreed in writing by the party furnishing the information, or as required by the Rules or any Regulatory Authority. In the event that either party (the " Restricted Party ") is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, such party will provide the other party with prompt notice of such request(s) so that the other party may seek an appropriate protective order or other appropriate remedy and/or waive the Restricted Party’s compliance with the provisions of this Agreement. In the event that the other party does not seek such a protective order or other remedy, or such protective order or other remedy is not obtained, or the other party grants a waiver hereunder, the Restricted Party may furnish that portion (and only that portion) of the Confidential Information which the Restricted Party is legally compelled to disclose and will exercise such efforts to obtain reasonable assurance that confidential treatment will be accorded any Confidential Information so furnished as a Restricted Party would reasonably exercise in assuring the confidentiality of any of its own confidential information. Notwithstanding anything herein to the contrary, and except as provided in Section 19 above, nothing herein shall prohibit either party hereto from entering into agreements with any other party that include program guidelines and program materials that may or may not be the same as, or substantially similar to, the Program Guidelines and Program Materials. Upon request or upon any expiration or termination of this Agreement, each party hereto shall return to the other party or destroy (as the latter may instruct) all of the latter’s Confidential Information in the former’s possession which is in any written or other recorded form, including data stored in any computer medium; provided, however, that each party may retain the Confidential Information of the other party (but subject to the requirements of this Section 20 ) to the extent that such party needs access to such information to continue to perform any of its obligations hereunder or to arrange or service Loans or otherwise perform obligations owed by each party to the other party. Notwithstanding the foregoing, to the extent there are any inconsistencies between this Section 20 and Section 14 above, the provisions of Section 14 above shall control.

b.     Red Flag and Other Obligations . Lender and CAB shall comply with their respective obligations under the Red Flag Rules and the Money Laundering and Anti-Terrorism Rules.

21.     Regulatory Examinations and Audits . Each party agrees to submit to any examination which may be required by any Regulatory Authority with audit and examination authority over the other party, to the fullest extent that such Regulatory Authority may require and to the fullest extent provided by law. Each party (either directly or by the use of accountants or other agents or representatives) may audit, inspect, and review the other party’s files, records, and books with respect to the Loans, compliance with the CAB Program

and/or the Loan Program and its business operations. Each party agrees to submit such information as the other party may from time to time reasonably request in order to ascertain the submitting party’s compliance with the requirements of this Agreement and compliance with the CAB Program and/or the Loan Program. Each party agrees to submit to operational audits and audits of such party’s electronic data processing functions, as the other party may reasonably request from time to time. The auditing party will promptly submit the results of such audits to the audited party. Any such audit shall be performed at the auditing party’s sole cost and expense. The parties acknowledge and agree that, as and to the extent provided by law, Lender shall be responsible to Borrowers, prospective Borrowers, and Regulatory Authorities having jurisdiction over Lender, the CAB Program and/or the Loan Program for compliance with the Rules as they may apply to the Loans and the Program Materials, but subject to the full performance by CAB of its obligations hereunder and the accuracy of CAB’s warranties and representations set forth herein concerning compliance with the Rules. CAB acknowledges that in discharging its compliance obligations under the Rules Lender shall rely on the full performance by CAB of its duties and obligations hereunder and the accuracy of CAB’s warranties and representations set forth herein.

22.     Relationship of Parties; No Authority to Bind . Lender and CAB agree that (a) Lender and CAB are independent contractors to each other in performing their respective obligations hereunder, (b) Lender shall not hold any ownership in CAB or possess a leasehold interest in CAB’s offices or any personal property located therein, except that Lender shall be the exclusive owner of all Loan Documents (as defined below), (c) no Lender employees shall work in the CAB offices (except for Lender auditors who may examine CAB’s practices from time to time for compliance with the Program Guidelines), and (d) other than as may be necessary to generally effectuate CAB’s performance of its duties under this Agreement, Lender shall exercise no authority or control over CAB’s employees or methods of operation. Nothing in this Agreement or in the working relationship established and developed hereunder shall be deemed or is intended to be deemed, nor shall it cause, Lender and CAB to be treated as partners, joint venturers, joint associates for profit or otherwise be deemed to create a relationship of agent and principal, and in no event shall CAB be deemed or be entitled or permitted to act as an agent of Lender. Neither party shall have any authority to bind the other party to any agreement. Except as expressly set forth in this Agreement to the contrary, no actions or failure to act on the part of either party hereto shall be construed to imply the existence of any authority not expressly granted herein. CAB is not authorized to, and shall not make or amend any contract, incur any debt or liability, or extend any credit or enter into any obligation on behalf of Lender; modify or amend any document evidencing a Loan (a " Loan Document "), extend the time for making any payment which may become due under any Loan; or waive any of Lender’s rights or privileges under any agreement made by Lender. CAB understands and agrees that CAB’s name shall not appear on any Loan Document as the maker of a Loan. CAB further understands and agrees that CAB shall not have any participation in the credit decision to make or provide a Loan, a Loan renewal or a Loan refinance or any participation in any act pertaining to the funding of a Loan, a Loan renewal or a Loan refinance. Credit and funding decisions at all times shall be made by Lender, in its sole and absolute discretion. CAB shall refer to Lender any inquiries concerning the accuracy, interpretation, or legal effect of any Loan Document. CAB shall not negotiate the terms of any Loan Document on behalf of Lender. Lender shall be deemed to have received and reviewed the Loan Documents and supporting materials only after the Loan Documents and materials have been previously received at Lender’s offices or, if designated by Lender, by Processor. CAB shall not represent to anyone that CAB has the authority or power to do any of the foregoing and shall make no representations concerning Lender’s transactions except as expressly authorized in writing. In each and every instance, the acts that this Agreement authorizes CAB to perform for or on Lender’s behalf shall solely constitute CAB a special limited agent of Lender to perform the duties and services set forth herein. In no event may CAB act as Lender’s general agent or represent to others that it may act as Lender’s general agent. In the event that either party reasonably determines that any provision of this Agreement requires an act that applicable Rules disallow in order for CAB and Lender to operate lawfully as an independent credit services

organization and lender, respectively, or otherwise causes a material risk of violating applicable Rules, then the parties shall promptly and in good faith attempt to agree to a modification so as to reduce or eliminate such risk of not conforming to applicable Rules. Lender shall not have any authority or control over any of the property interests or employees of CAB, nor shall Lender have any authority or control over any of the property interests or employees of those affiliates of CAB that own and operate stores at which or other portals through which potential Borrowers are offered the opportunity to complete and submit applications for Loans. CAB has and at all times shall retain the full authority to determine which potential Borrowers are offered the opportunity to complete and submit applications for Loans. As used herein, the term "Loan Document" shall not include any agreements that CAB or any affiliate of CAB may enter into directly with any party that governs the agreement of CAB or an affiliate of CAB to attempt to arrange a Loan on behalf of any Borrower or any party who applies for, but is denied, a Loan.

23.     Governing Law; Arbitration; Consent to Jurisdiction .

a.     Governing Law and Jurisdiction . This Agreement shall be construed and performed in accordance with the laws of the State of Texas, without reference to Texas choice of law or conflicts of law. All Parties agree that any arbitration or litigation related to this Agreement or any dispute between the Parties will be conducted in Tarrant County, Texas, unless the Parties mutually agree on another location. Each Party consents to subject matter jurisdiction, personal jurisdiction and venue in Tarrant County, Texas.

b.     Arbitration . Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All Parties expressly waive their right to a jury trial for any such claim.

c.     Injunctive and Other Relief . This agreement to arbitrate includes claims for injunctive relief, and the Parties agree that the AAA has the jurisdiction and authority to grant temporary or preliminary injunctive relief pursuant to Rule 38 of the AAA Commercial Arbitration Rules. The Parties agree that the arbitrator(s) shall not have the power to award punitive or exemplary damages for any claim or controversy.

d.     Fees and Expenses . The Parties agree that the AAA Commercial Arbitration Rules govern the award of attorney fees and expenses, and hereby expressly permit the AAA arbitrator or panel to award reasonable and necessary attorney fees and expenses in their discretion to the prevailing party in their discretion.

e.     Confidentiality . At the request of either Party, the arbitration proceedings and any award or judgment will be conducted in the utmost confidentiality; in such case all documents, testimony and records shall be received, heard and maintained by the arbitrator or panel in confidence, available for inspection only by the parties and their respective attorneys and experts, who agree to maintain such information in confidence.

f.     Joinder . Where applicable, all disputes hereunder shall be joined in or consolidated with the related proceeding(s), if any, among Lender, CAB and any affiliated entities.

24.     Severability . If any provision of this Agreement is held to be improper, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable and this Agreement shall be construed and enforced as if such improper, invalid or unenforceable provision never comprised a part hereof; and the remaining provisions hereof shall remain in full force and

effect and shall not be affected by the improper, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such improper, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in its terms to such improper, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

25.     Successors and Third Parties . This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the parties hereto and their successors and assigns. Except as expressly provided herein with respect to Third Party Service Providers, the obligations, rights and benefits hereunder are specific to the parties hereto and shall not be delegated or assigned without the prior written consent of the other party, which shall not be unreasonably withheld. As a condition to an assignment of any obligations, rights or benefits hereunder, the assignee of such obligations, rights and benefits must agree to be bound by the terms of this Agreement pursuant to an assignment document executed by such assignee, in form and substance reasonably satisfactory to both Lender and CAB. Nothing in this Agreement is intended to create or grant any right, privilege, or other benefit to or for any person or entity other than the parties hereto. Notwithstanding anything in this Agreement to the contrary, the parties acknowledge that Lender can freely assign its rights in and with respect to the Loans (including, without limitation, its rights under Section 5 hereof) without CAB's prior written consent, provided that the assignee satisfies the conditions set forth in this Section 25.

26.     Notices . All notices, requests, and approvals required or permitted by this Agreement shall be in writing and addressed/directed to the other party at the address/facsimile number below or at such other address of which the notifying party hereafter receives notice in conformity with this Section 27 . All such notices, requests, and approvals shall be deemed given upon the earlier of facsimile transmission or actual receipt thereof:

8214 Westchester Drive, Suite 910

Dallas, Texas 75225

Attention: CEO

    

4150 International Plaza, Suite 300

Fort Worth, TX 76109

Attention: VP, Product

Copy to: Chief Counsel

27.     Proprietary Rights . No right, title or interest in, to or under any Proprietary Rights of any party are created or assigned or otherwise transferred to the other party pursuant to this Agreement. Nothing in this Agreement constitutes a work for hire agreement, and nothing in this Agreement constitutes an agreement by a party to assign or otherwise convey title to any Proprietary Rights to the other party. Each party will retain full ownership of and title to all equipment, materials, hardware, software, inventions, innovations and other tangible and intangible property provided by or developed by such Party in connection with this Agreement.

28.     Waiver . Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder except in an express writing signed by an authorized agent or representative of the party to be charged with such waiver.

29.     Counterparts . This Agreement may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature hereto by facsimile transmission or by e-mail transmission of a document in the form of an Adobe portable digital file (PDF) shall be as effective as delivery of a manually executed counterpart hereof, and any such facsimile or PDF signature shall be treated as an original signature to this Agreement.

30.     Specific Performance . Certain rights which are subject to this Agreement are unique and are of such a nature as to be inherently difficult or impossible to value monetarily. In the event of a breach of this Agreement by either party hereto, an action at law for damages or other remedies at law would be inadequate to protect the unique rights and interests of the parties. Accordingly, the parties may seek to enforce the terms of this Agreement, and the terms of this Agreement shall be enforceable, in a court of competent jurisdiction by a decree of specific performance or injunction, subject to the arbitration provisions of Section 23(b) . Such remedies shall, however, be cumulative and not be exclusive and shall be in addition to any other remedy which the parties may have.

31.     Further Assurances . From time to time, the parties will execute and deliver to the other such additional documents and will provide such additional information as either may reasonably require carrying out the terms of this Agreement.

32.     Amendments and Modifications; Entire Agreement . This Agreement may be amended or modified only by a writing signed by duly authorized representatives of each party and dated subsequent to the date hereof. This Agreement, and the documents executed and delivered pursuant hereto, constitute the entire agreement of the parties and shall supersede and merge all prior communications, representations, or agreements, either oral or written, between the parties hereto and thereto with respect to the subject matter hereof and thereof, except where survival of prior written agreements is expressly provided for herein or therein.

33.     Headings. The headings contained in this Agreement are included for convenience only and shall not form any part of this Agreement.

[Signature Page Follows.]

In witness whereof, this Agreement is executed by the parties’ authorized officers and representatives and shall be effective as of the date first above written.

CREDIT ACCESS BUSINESS GUARANTY

THIS CREDIT ACCESS BUSINESS GUARANTY (this “CAB Guaranty”) is made and entered into as of September 29, 2017 by RISE CREDIT SERVICE OF TEXAS, LLC (hereinafter referred to as "CAB"), to and for the benefit of REDPOINT CAPTAL ASSET FUNDING, LLC (hereinafter referred to as "Lender").

RECITALS

Whereas , CAB desires to provide Lender with respect to Lender’s Texas lending program a guaranty as further described herein in furtherance of the credit services program of CAB, acting as a credit services organization and a credit access business, for providing credit services to borrowers, pursuant to the Credit Services Agreement dated the date hereof between CAB and Lender (the “Credit Services Agreement”), including issuing guaranties on behalf of borrowers to enhance their credit, and arranging loans between Lender and borrowers pursuant to Lender’s Texas lending program.

NOW, THEREFORE , in consideration of the extension of credit by Lender under Lender’s Texas loan program to Texas borrowers and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CAB and Lender agree as follows:

1.     Guaranty . Pursuant to each credit services contract between CAB and each borrower with respect to loans offered by Lender under Lender’s Texas lending program (each a “Loan”), and regardless of whether the credit services contract is cancelled, CAB agrees to, and hereby does, unconditionally guaranty, on behalf of the borrower, and for the benefit of Lender, the prompt payment of all amounts due under each Loan to Lender, including all principal and interest but excluding accrued fees (the “Loan Guaranty Amount”).

2.     Assignment . On the Specified Date (as hereinafter defined), CAB will make payment to Lender on the guaranty for each defaulted Loan for the applicable Loan Guaranty Amount. Payment of the Loan Guaranty Amount shall be paid by ACH from CAB to Lender on a weekly basis on the Specified Date (or next business day if the Specified Date is not a business day). Upon payment of the Loan Guaranty Amount with respect to a defaulted Loan, such defaulted Loan will be assigned by Lender to CAB without recourse pursuant to a Master Assignment of Promissory Notes (the "Master Assignment") to be executed by CAB and Lender concurrently herewith. Following such assignment, all amounts paid by borrowers with respect to such defaulted Loans (including the proceeds of any new Loans made to borrowers by Lender for the purpose of refinancing such defaulted Loans) shall be for the account of CAB.

The Specified Date shall be as follows:

i.    The Specified Date shall be the day following the second successive missed payment, or in the case of the final scheduled payment of any Loan, the day following the due date of such final payment.

ii.    For all other defaults or upon the death or bankruptcy of the borrower, the Specified Date shall be the date of the default, or the date of the expiration of any applicable cure period, whichever is later.

3.     Settlement . The parties agree to settle all amounts due from one party to the other pursuant to this CAB Guaranty on a weekly basis including any amounts owed by Lender to CAB as a result of CAB fees payable from Lender to CAB for loans funded. Any payment due from one party to the other under this CAB Guaranty shall be made by an automatic clearinghouse transfer with next day settlement on the business day immediately succeeding the transaction date. The settlement, payment and assignment obligations of the parties under this CAB Guaranty and the Credit Services Agreement shall survive the termination of this

CAB Guaranty and the Credit Services Agreement will remain in effect as long as any Loans remain unpaid or any party owes any amount to the other party under the Credit Services Agreement or this CAB Guaranty. Except as may otherwise be agreed to in writing by CAB and Lender, in the event of any default by either party of its payment obligations under the Credit Services Agreement or this CAB Guaranty, the non-defaulting party shall have the right, but not the obligation, to offset against its outstanding payment obligations owing to the defaulting party an amount equal to the amount of the defaulting party’s outstanding payment obligations owing to the non-defaulting party.

4.     Governing Law; Arbitration; Consent to Jurisdiction .

a. Governing Law and Jurisdiction . This CAB Guaranty shall be construed and performed in accordance with the laws of the State of Texas, without reference to Texas choice of law or conflicts of law. All parties agree that any arbitration or litigation related to this CAB Guaranty or any dispute between the parties will be conducted in Tarrant County, Texas, unless the parties mutually agree on another location. Each party consents to subject matter jurisdiction, personal jurisdiction and venue in Tarrant County, Texas.

b. Arbitration . Any controversy or claim arising out of or relating to this CAB Guaranty, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All parties expressly waive their right to a jury trial for any such claim.

c.     Injunctive and Other Relief . This agreement to arbitrate includes claims for injunctive relief, and the parties agree that the AAA has the jurisdiction and authority to grant temporary or preliminary injunctive relief pursuant to Rule 38 of the AAA Commercial Arbitration Rules. The parties agree that the arbitrator(s) shall not have the power to award punitive or exemplary damages for any claim or controversy.

d.     Fees and Expenses . The parties agree that the AAA Commercial Arbitration Rules govern the award of attorney fees and expenses, and hereby expressly permit the AAA arbitrator or panel to award reasonable and necessary attorney fees and expenses in their discretion to the prevailing party in their discretion.

e.     Confidentiality . At the request of either party, the arbitration proceedings and any award or judgment will be conducted in the utmost confidentiality; in such case all documents, testimony and records shall be received, heard and maintained by the arbitrator or panel in confidence, available for inspection only by the parties and their respective attorneys and experts, who agree to maintain such information in confidence.

f.     Joinder . Where applicable, all disputes hereunder shall be joined in or consolidated with the related proceeding(s), if any, among Lender and any affiliated entities.

5.     Waiver . Neither party hereto shall be deemed to have waived any of its rights, powers or remedies hereunder except in an express writing signed by an authorized agent or representative of the party to be charged with such waiver.

6.     Counterparts . This CAB Guaranty may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this CAB Guaranty in any judicial proceedings, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom such enforcement is sought. Delivery of a signature hereto by facsimile transmission or by e-mail transmission of a document in the form of an Adobe portable digital file (PDF) shall be as effective as delivery of a manually executed counterpart hereof, and any such facsimile or PDF signature shall be treated as an original signature to this Guaranty.

7.     Further Assurances . From time to time, the parties will execute and deliver to the other such additional documents and will provide such additional information as either may reasonably require carrying out the terms of this CAB Guaranty.

8.     Amendments and Modifications; Entire Agreement . This CAB Guaranty may be amended or modified only by a writing signed by duly authorized representatives of each party and dated subsequent to the date hereof. This CAB Guaranty constitutes the entire agreement of the parties and shall supersede and merge all prior communications, representations, or agreements, either oral or written, between the parties hereto and thereto with respect to the subject matter hereof and thereof, except where survival of prior written agreements is expressly provided for herein or therein.

[SIGNATURE PAGE TO FOLLOW.]

In witness whereof , CAB has executed this CAB Guaranty as of the day and year first written above.

PARENT GUARANTY

THIS PARENT GUARANTY (this “Guaranty”) is made as of September 29, 2017, by RISE CREDIT, LLC and ELEVATE CREDIT, INC. (hereinafter collectively referred to as " Guarantors "), to and for the benefit of REDPOINT CAPITAL ASSET FUNDING, LLC , a Texas limited liability company (hereinafter referred to as " Lender ").

Recitals

Whereas, RISE CREDIT SERVICE OF TEXAS, LLC (" CAB "), an affiliate of Guarantors, has, on even date herewith, entered into a CREDIT SERVICES AGREEMENT (as such agreement may be amended from time to time, the " Services Agreement ") with Lender. To induce Lender to enter into the Services Agreement, Guarantors have agreed to guaranty the obligations of CAB under the Services Agreement, as further described herein.

Now, therefore , in consideration of the premises recited above and of other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged by Guarantors; and for the purpose of inducing Lender to enter into the Services Agreement; and as long as CAB or its successors or assigns continues to be obligated to Lender in any manner whatsoever pursuant to the Services Agreement, Guarantors:

1. Unconditionally and absolutely guarantee: (a) the due and punctual payment of all amounts due and payable from CAB to Lender under the Services Agreement and the Guaranty from the CAB in favor of Lender (the “CAB Guaranty ”), including, but not limited to, all guaranty payment obligations, and settlement payment obligations (as applicable); and (b) the due and punctual performance and observance by CAB of all other obligations, warranties, covenants, and duties of CAB set forth in the Services Agreement or the CAB Guaranty (all of which amounts payable and the terms, warranties, agreements, covenants and conditions, as the same may vary or be modified from time to time, being herein called the " Obligations "); and to this end, Guarantors covenant and agree to take all commercially reasonable actions necessary to enable CAB to observe and perform and to refrain in a commercially reasonable manner from taking any action which would prevent CAB from observing and performing each and every such Obligation.

2. Agree that this Guaranty shall be a continuing guaranty, shall be binding upon Guarantors, and upon their successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (a) the existence or continuance of any of the Obligations; (b) the existence or continuance of CAB as a legal entity; (c) any waiver, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Obligations, all of which CAB is hereby expressly authorized to make from time to time without notice to Guarantors; (d) the acceptance by Lender of any security for, or other guarantors upon, all or any part of the Obligations; or (e) any assignment or purported assignment of the Services Agreement or any or all of CAB's obligations under the Services Agreement or the CAB Guaranty. Guarantors shall have the right to assert as a defense to its performance under this Guaranty any legal defense that CAB may assert as to the Obligations other than the invalidation of any Obligation or any document or agreement evidencing the Obligations or any of them under a theory of public policy, which defense Guarantor hereby expressly waives.

3. Agree that Guarantors shall be held jointly and severally liable hereunder and Lender shall have the right to enforce this Guaranty against Guarantors for and to the full amount of the Obligations, with or without enforcing or attempting to enforce this Guaranty against any other

guarantor, without any obligation on the part of Lender, or anyone, at any time, to resort to any collateral, security, property, liens or other rights or remedies whatsoever, and whether or not other proceedings or steps are pending or have been taken or have been concluded to enforce or otherwise realize upon the obligations, properties, estates or security of CAB or any other guarantor; and the payment of any amount or amounts by Guarantors, pursuant to their obligations hereunder, shall not entitle Guarantors, either at law or otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Obligations, unless and until the full amount of the Obligations has been fully paid, all other Obligations have been fully performed and observed in accordance with their terms and the Services Agreement has been terminated.

4. Waive diligence, presentment, protest, notice of dishonor, demand for payment, extension of time of payment, notice of acceptance of this Guaranty, nonpayment at maturity and indulgences and notices of every kind, and consent to any and all forbearance and extensions of the time of payment of the Obligations, and further consent to any and all changes in the terms, covenants and conditions thereof hereafter made or granted; it being the intention that Guarantors shall remain liable under this Guaranty until the Obligations shall have been fully repaid to Lender and the terms, covenants and conditions thereof shall have been fully performed and observed by CAB, notwithstanding any act, omission or thing which might otherwise operate as a legal or equitable discharge of Guarantors.

5. Represent that Guarantors have determined that the making of this Guaranty reasonably may be expected to benefit, directly and indirectly, Guarantors.

6. Agree that this Guaranty shall inure to the benefit of and may be enforced by Lender and its successors and assigns.

7. Governing Law and Jurisdiction . This Guaranty shall be construed and performed in accordance with the laws of the State of Texas, without reference to Texas choice of law or conflicts of law. All parties agree that any arbitration or litigation related to this Guaranty or any dispute between the parties will be conducted in Tarrant County, Texas, unless the parties mutually agree on another location. Each party consents to subject matter jurisdiction, personal jurisdiction and venue in Tarrant County, Texas.

8. Arbitration . Any controversy or claim arising out of or relating to this Guaranty, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s) may be entered in any state or federal court in Tarrant County, Texas. All parties expressly waive their right to a jury trial for any such claim.

9.      Injunctive and Other Relief . This agreement to arbitrate includes claims for injunctive relief, and the parties agree that the AAA has the jurisdiction and authority to grant temporary or preliminary injunctive relief pursuant to Rule 38 of the AAA Commercial Arbitration Rules. The parties agree that the arbitrator(s) shall not have the power to award punitive or exemplary damages for any claim or controversy.

10.      Fees and Expenses . The parties agree that the AAA Commercial Arbitration Rules govern the award of attorney fees and expenses, and hereby expressly permit the AAA arbitrator or panel to award reasonable and necessary attorney fees and expenses in their discretion to the prevailing party in their discretion.

11.      Confidentiality . At the request of either party, the arbitration proceedings and any award or judgment will be conducted in the utmost confidentiality; in such case all documents,

testimony and records shall be received, heard and maintained by the arbitrator or panel in confidence, available for inspection only by the parties and their respective attorneys and experts, who agree to maintain such information in confidence.

12.      Joinder . Where applicable, all disputes hereunder shall be joined in or consolidated with the related proceeding(s), if any, among Lender, CAB, Guarantor and any affiliated entities.

[SIGNATURE PAGE TO FOLLOW.]

Guarantor has executed this instrument as of the day and year first written above.

AMENDED AND RESTATED SPECIAL LIMITED AGENCY AGREEMENT

THIS AMENDED AND RESTATED SPECIAL LIMITED AGENCY AGREEMENT (as amended, modified or restated from time to time, this “ Agreement ”) dated as of SEPTEMBER 29, 2017 (the “ Effective Date ”), is made by and between FIRST FINANCIAL LOAN COMPANY LLC , a Delaware limited liability (“ Lender ”), and RISE CREDIT SERVICE OF TEXAS, LLC , a Delaware limited liability company (“ CSO ”).

RECITALS

WHEREAS , Lender and CSO entered into that certain Special Limited Agency Agreement dated as of June 26, 2015 (“ Original Agency Agreement ”), and the parties desire to amend and restate the provisions of the Original Agency Agreement herein;

WHEREAS , pursuant to Section 303.001(b) and Section 342.004(b) of the Tex. Fin. Code, Lender intends to make Loans (as defined below) in the State of Texas to Borrowers (as defined below) charging annual interest rates not greater than TEN PERCENT (10.00% APR) , secured by (1) CSO’s Credit Enhancement (as defined below) on behalf of a Borrower, (2) Borrowers’ personal checks, remotely created checks, automated clearing house debit authorizations, or other electronic debit authorizations (a “ Debit Authorization ”), and/or automobile titles (when applicable).

WHEREAS , CSO is a (1) credit services organization registered under Section 393, et seq ., of the Tex. Fin. Code, and (2) credit access business, registered under Section 393, et seq. of the Tex. Finance Code. CSO intends to provide, in consideration of the payment of certain fees and other charges by a Borrower, assistance or other services relating to obtaining an extension of consumer credit from Lender.

WHEREAS , Lender desires to appoint CSO as its non-exclusive, special, limited agent with authority to advertise, accept loan applications, prepare loan documentation, to collect payments, and to do and perform such other services as may be mutually agreed between Lender and CSO in furtherance of the transactions contemplated by this Agreement.

Whereas , the parties desire to enter into this Agreement for the purpose of setting forth the terms and conditions which will govern certain services to be provided by CSO to Lender in connection with the Loans.

NOW, THEREFORE , in consideration of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and CSO agree as follows:

1. Definitions . Except as may be explicitly stated otherwise herein, the following terms shall have the following meanings ascribed to them below:

“ Advertising Materials ” means all materials and methods used by CSO in the performance of CSO’s marketing and promotion of the Loans, including, without limitation, brochures, letters, print advertisements, internet advertisements, television and radio communications and other advertising, promotional and similar materials.

“ Applicant ” means an individual who requests or applies for a Loan under the Loan Program through CSO.

“ Borrower ” means an individual obligor with respect to one or more Loans who is a resident of the State of Texas at the time such obligor signs the Loan Documents (as defined below). “ Borrowers ” means all such obligors

“ Credit Enhancement ” means the guaranty, letter of credit or other credit enhancement issued by CSO or Principal Guarantor for each Loan in favor of Lender for the Borrower thereunder and, which provides for the unconditional and absolute guarantee of the payment in full of each such Loan of the Guarantied Obligations.

“ CSO Program ” means the program of CSO for providing credit services to Borrowers, including issuing CSO’s Credit Enhancement on behalf of a Borrower to enhance their credit and the arrangement of Loans between Lender and Borrowers pursuant to this Agreement and the Program Guidelines (as defined below).

“ Loans ” means any extension of credit to Borrowers for personal, family, or household purposes with an interest rate not to exceed TEN PERCENT (10.00% APR) per annum made by Lender, with the assistance of CSO, under the Loan Program.

“ Loan Program ” means the lending program of Lender for originating and consummating Loans pursuant to this Agreement and the Program Guidelines.

“ Principal Guarantor ” means ELEVATE CREDIT, INC ., a Delaware corporation which directly or indirectly owns ONE HUNDRED PERCENT (100.00%) of CSO.

“ Program ” means collectively the Loan Program and the CSO Program.

“ Program Guidelines ” means those guidelines established from time to time for the administration of the CSO Program and the Loan Program.

“ Program Materials ” means all promissory notes, security agreements, documents, agreement, instruments or other writings, as well as materials and methods used in connection with the performance of the parties’ obligations under this Agreement, including without limitation applications, disclosures and agreements required by the Rules, privacy policies, collection materials, red flag rules and the like, but excluding Advertising Materials.

“ Regulatory Authority ” means any local, state, or federal regulatory authority having valid jurisdiction or exercising regulatory or similar oversight with respect to Lender, CSO, or Third Party Service Providers.

“ Rules ” means all local, state, and federal statutes, regulations, or ordinances applicable to the acts of Lender, CSO, or a Third Party Service Provider as they relate to the CSO Program and/or the Loan Program; any order, decision, injunction, or similar pronouncement of any court, tribunal, or arbitration panel issued with respect to Lender, CSO, or a Third Party Service Provider in connection with this Agreement or the Program; and any regulations, policy statements, and any similar pronouncement of a Regulatory Authority applicable to the acts of Lender, CSO, or a Third Party Service Provider as they relate to this Agreement or the Program.

“ Senior Debt ” means all debt and obligations of Lender to Senior Lender under the Senior Loan Documents.

“ Senior Lender ” means Lender’s senior secured lender(s) or an agent designated by such senior secured lender(s).

“ Senior Loan Documents ” means all agreements, instruments and documents evidencing, securing, governing, guaranteeing or pertaining to the Senior Debt, certain indebtedness and obligations of Lender to Senior Lender.

“ Third Party Service Provider ” means any contractor or service provider directly or indirectly retained by Lender or CSO, who provides or renders services in connection with the CSO Program or the Loan Program.

Other terms defined herein have the meanings so given to them. Each reference in this Agreement to a definition is a reference to a definition contained in this Agreement, unless the context expressly provides otherwise. Whenever the context requires, references in this Agreement to the singular number shall include the plural, and the plural number shall include the singular. Words denoting gender shall include the masculine, feminine and neuter.

2. General Description of the Loan Program and the CSO Program .

a. Independence of CSO and Lender . CSO and Lender intend to comply with any applicable Rules and to operate independently of each other in their respective capacities as a credit service organization and/or a credit access business in the case of CSO and third-party lender in the case of Lender. CSO and Lender contemplate that CSO will provide credit services related to the Loans.

b. Loan Program . The parties agree that the Loan Program shall consist of the origination, funding, and collection of Loans to Borrowers in accordance with the Rules and Program Guidelines. The parties agree that Lender shall have sole responsibility for establishing credit and underwriting criteria for the Loans, making the decisions as to whether or not to make Loans to an Applicant, funding the Loans, and, subject to the timely performance of CSO’s obligations hereunder, managing the Loan Program in accordance with the express obligations under this Agreement and the Program Guidelines. Except as expressly provided herein, (i) nothing herein shall be deemed to commit Lender to originate or fund any particular level or number of Loans, and (ii) Lender makes no representation, warranty or covenant as to the amount of funding it will be able to provide for the Loans. Except as expressly provided with respect to the rights and interest of CSO in this Agreement, Lender or its assigns shall be the sole owner of all Loans made pursuant to this Agreement and CSO shall have no right, title or interest in such Loans.

c. CSO Program . The parties agree that CSO’s responsibility under the Program shall be to act as a “credit services organization” and/or a “credit access business” on behalf of Borrowers in accordance with the Rules and the Program Guidelines and as such CSO shall have the right to charge each Borrower a fee (a “ CSO Fee ”) for providing credit services to each such Borrower (including issuing the Credit Enhancement for such Borrower) and arranging for a Loan on behalf of such Borrower. CSO shall not share with Lender, and Lender shall not accept as compensation, any portion of any CSO Fee obtained from a Borrower. If required by applicable Rules, CSO also shall act as a “third party debt collector” (as defined under Chapter 392 of the Texas Finance Code) on behalf of Lender with respect to the Loans in accordance with the Program Guidelines. The services CSO provides to each Borrower shall be governed by a Credit Services Disclosures, Terms and Conditions (each “ CSO Disclosure Statement ”) and a Credit Services Agreement between CSO and each Borrower (each a “ CSO Contract ”). CSO, in CSO’s sole discretion, shall be solely responsible for determining the amount of the CSO Fee, the disclosures set forth in the CSO Disclosure Statement and the terms and conditions of each CSO Contract. CSO shall determine, in its sole discretion, whether or not it is appropriate to offer a Credit Enhancement in connection with an Applicant. Nothing herein shall be deemed to commit CSO to broker any particular level or number of Applicants for Loans, and CSO makes no representation, warranty or covenant as to the number of Loan applications CSO will submit to Lender on behalf of Applicants. Unless otherwise required by the Rules,

nothing herein shall be deemed to require CSO to submit to Lender the application of any prospective Borrower to whom CSO has determined not to provide credit services or for whom CSO has determined not to issue a Credit Enhancement.

d. Commencement Date . The parties shall endeavor to begin the Program and commence providing credit services and making Loans hereunder as of the Effective Date or such other date as mutually agreed upon by the parties.

3. Duties and Responsibilities of Lender . Lender shall perform and discharge the following duties and responsibilities:

a. Develop (and from time to time as it determines appropriate, modify) and deliver to CSO or a Third-Party Service Provider credit and underwriting criteria determined by Lender, in Lender’s sole discretion, to be appropriate, reasonable and prudent for the Loan Program and the Loans.

b. Make a determination, in Lender’s sole discretion, as to whether or not to extend a Loan to each Applicant which determination shall be made on a case by case basis, pursuant to scoring systems or other criteria or models, established by Lender and in the manner set forth in the Program Guidelines.

c. Extend credit in the form of Loans to Applicants it deems eligible to be Borrowers and fund the Loans in amounts as it determines appropriate to extend credit thereto.

d. Disburse or cause the disbursement of the proceeds of Loans to Borrowers in the manner set out in the Program Guidelines.

e. Manage the Loan Program in accordance with Lender’s express obligations under this Agreement and under the Program Guidelines and manage the portfolio of Loans using commercially reasonable standards of care, skill and attention, in each case subject to the timely performance by CSO of CSO’s obligations under this Agreement and the Program Guidelines.

f. Promptly deliver to CSO all communications received from Borrowers or Applicants (including, without limitation, information requests and bankruptcy filings).

g. Generate or cause the generation of adverse action notices and other communications that may be required under the Rules for Applicants who apply for but are denied a Loan, subject to CSO’s responsibility as Lender’s special limited agent to deliver and manage such adverse action notices as described in the Program Guidelines.

4. Duties and Responsibilities of CSO . CSO shall perform and discharge the following duties and responsibilities:

a. Develop (and from time to time as it determines appropriate, modify) its credit and underwriting criteria for CSO’s credit services in CSO’s sole discretion to be appropriate, reasonable and prudent for the CSO Program and for the issuance of CSO’s Credit Enhancement on behalf of a Borrower in favor of Lender.

b. Maintain all licenses and bonds required under applicable Rules during the term of this Agreement.

c. Make a determination, in CSO’s sole discretion, as to whether or not to extend credit services and specifically issue a Credit Enhancement on behalf of a prospective Borrower (which determination shall be made on a case by case basis, pursuant to scoring systems or other criteria or models established or utilized by CSO).

d. Do and perform all other activities assigned to or expected of it as set forth herein or in the Program Guidelines relating to the CSO Program, which are incorporated herein by reference.

5. Appointment of CSO as Special Limited Agent . Lender hereby appoints CSO as its special limited agent to perform certain administrative and servicing functions in connection with this Agreement under the Program and retains CSO as its servicer for the Loans, as provided in this Agreement and in the Program Guidelines. CSO hereby accepts the appointment as Lender’s special limited agent and agrees to perform and discharge the following duties and responsibilities at its own cost and expense.

a. Market and promote the Program and the Loans and solicit potential Applicants in the manner set forth herein.

b. Provide certain disclosures and agreements to each Borrower, including a CSO Disclosure Statement and a CSO Contract, and such other disclosures and agreement as may be required by the Rules in the manner described in the Program Guidelines or in the Rules.

c. Administer the application process for Loans, solicit applications, and assist potential Borrowers in completing applications in accordance with the Rules.

d. If required, maintain a contract with a Third Party Service Provider or, alternatively, coordinate with or utilize another underwriting system approved by Lender that will receive Loan applications and evaluate such applications and any collateral using Lender’s underwriting criteria.

e. To the extent required by the Program Guidelines, transmit Loan applications to Lender and/or a Third Party Services Provider in accordance with the Program Guidelines.

f. Receive evaluations of Loan applications and the resulting Loan approval or denial decisions from Lender and/or Third Party Service Provider and forward such decisions to the applicable Applicants.

g. Prepare and ensure the proper completion and delivery of Loan Documents in accordance with all applicable Rules to Lender, a Third Party Service Provider (if instructed by Lender) and Borrowers.

h. Prepare security documents to permit the perfection of liens on any collateral securing the Loans and file such security documents with the appropriate authority.

i. Receive for Lender from Borrowers payments due to Lender under the Loans and forward to Lender, in the manner specified in this Section 5(i) , any Loan payments delivered to CSO by Borrowers. The funds from these payments shall belong to Lender (or the recipient designated by Lender), shall be held in trust by CSO for Lender, and shall be remitted to Lender within ONE (1) business day of receipt by CSO to the bank account designated and controlled by Lender. Any payment on a Loan received by CSO shall be binding upon Lender with respect to the applicable Borrower. In accordance with this Agreement, CSO, as Lender’s special limited agent, shall continue to accept payments and otherwise collect on the Loans as long as any Guarantied Obligations shall be outstanding.

j. Reflect all Loan transactions and track Loan balances on a loan management system and accounting system to be maintained by CSO pursuant to the requirements of this Agreement.

k. Comply with all registration, bonding and other requirements of the Texas Finance Code and other applicable Rules and any regulations promulgated thereunder, and with the Rules including federal laws and regulations applicable to CSO’s credit services, collection and servicing activities with respect to the Loans, to the extent that any such Rules including federal statutes or regulations are applicable to CSO’s credit services, collection and servicing activities.

l. Maintain and retain the original of all Program Materials with respect to each Loan (either in paper or electronic format), except that CSO may retain copies of Program Materials (other than any original promissory note which shall be retained by CSO or a person designated by Lender) in connection with a Loan in lieu of the original if Borrower is required to receive the original under applicable Rules or with Lender’s prior written consent, for the period required by applicable Rules; provided, however, that in the event that CSO shall no longer be conducting business as a credit services organization and/or a credit access business in Texas, CSO shall deliver to Lender all Program Materials relating to all Loans then owned by Lender. CSO shall provide Lender access to such Program Materials no later than FIVE (5) business days after written requested. The records and documentation maintained by CSO pursuant to this Agreement shall be maintained in a secure environment at all times and in compliance with applicable Rules.

6. Defaulted Loans and Credit Enhancement . A Loan shall default upon the occurrence of any of the following: (a) Borrower fails to make any two payments when due, (b) Borrower makes any statement or representation in connection with obtaining a Loan which is materially false or misleading when made, (c) Borrower fails to keep any promise or agreement it made to Lender in any promissory note or other document evidencing or relating to a Loan, or (d) the CSO Contract related to such Loan is cancelled for any reason prior to Lender receiving payment in full on such Loan. Pursuant to each CSO Contract, and regardless of whether the CSO Contract is cancelled, CSO agrees to issue on behalf of each CSO approved

Borrower, and for the benefit of Lender, a Credit Enhancement for the prompt payment of the amounts due to Lender under each Loan made by Lender under the Loan Program, as described in this paragraph; provided that such Credit Enhancement shall be in a form and substance satisfactory to Lender. A Credit Enhancement issued in respect of a Loan shall provide for the unconditional, irrevocable and absolute guarantee of the related Loan in an amount equal to the sum (the “ Guarantied Obligations ”) of (or such lesser amount as may be agreed in writing from time to time by Lender and CSO): (a) the principal amount of the Loan and accrued and unpaid interest thereon, plus (b) to the extent that the same shall be due and owing in connection with a Loan, an NSF fee for items returned by a depository institution equal to [****], plus (c) to the extent that the same shall be due and owing in connection with a Loan, a late fee equal to [****]. Upon receipt of a Lender demand, CSO shall promptly pay Lender in full the respective Guarantied Obligations for the defaulted Loan under the Credit Enhancement. The parties agree that CSO may issue a Credit Enhancement covering more than one Loan, in which case Lender shall have all the rights and CSO shall have all the obligations with respect to such Credit Enhancement as the Parties would have if individual guaranties were issued for each Loan. If Lender draws on a Credit Enhancement and is paid in full for all amounts owing on a Loan attributable to the respective Guarantied Obligations, Lender’s interest in the related Loan shall be assigned automatically to CSO, without any representation or warranty. With respect to each Borrower to which CSO elects to extend credit services and which becomes a Borrower of a Loan under the Loan Program, CSO shall create and maintain books and records reflecting that the respective Guarantied Obligations of such Borrower under such Loan are guaranteed by CSO under the Credit Enhancement, including, if applicable, appropriate documentation to substantiate and confirm that multiple Loans are being guaranteed under such Credit Enhancement, which documentation shall be in a form and substance satisfactory to Lender.

7. Settlement . Subject to the terms and conditions of this Agreement, including the offset and set-off rights in Section 11.d. below, the parties agree to settle all amounts due from one party to the other pursuant to this Agreement and the Program Guidelines on a daily basis or at such other times as the parties may agree (the date of any such settlement, being the “ Transaction Date ”). Any payment due from one party to the other under this Agreement and the Program Guidelines shall be made by an automated clearing house transfer with next day settlement on the business day immediately succeeding the Transaction Date. Within TWENTY (20) days after the end of each calendar month, the parties shall prepare a recap and reconciliation of all of the settlements made during that month, and if the reconciliation reveals that one party owes the other an amount necessary to correct an inaccuracy in the previous settlement process, that amount shall be paid within TWO (2) business days. The settlement obligations of the parties under this Agreement and the Program Guidelines shall survive the termination of this Agreement and will remain in effect as long as any Loans remain unpaid or any party owes any amount to the other party under this Section 7 . Pursuant to the requirements of this Agreement, CSO shall capture and record all relevant data concerning any Loan transaction and prepare appropriate reports and summaries as may be necessary to effect settlement hereunder, facilitate the review and analysis of all Loan activity, and permit Lender to reflect such Loan transactions on its books and records.

8. Program Guidelines . Lender and CSO will mutually agree upon the Program Guidelines in writing and will comply with such Program Guidelines, as the same may be amended from time to time by written agreement of the parties or as may be modified to insure compliance with the Rules. The parties may modify the then current Program Guidelines only in accordance with this Agreement. Both parties agree to act in good faith and in a commercially reasonable manner in connection with the establishment and modification, if any, of the Program Guidelines. The parties agree to perform their duties and responsibilities under this Agreement in accordance with the provisions of the Program Guidelines as applicable to it, as they may be modified from time to time.

9. Program Materials; Advertising Materials; Trade Names and Trademarks . The parties shall each be responsible for preparing their own respective Program Materials; provided, however, prior to the use of any Program Materials prepared by one party, the other party shall be entitled to review and approve such Program Materials in the manner described below. Each party agrees that it will not use any

Program Materials unless such Program Materials have been approved in advance by the other party hereto (which approval shall not be unreasonably withheld or delayed). CSO shall be responsible for the development of proposed Advertising Materials concerning advertising and marketing of Loans and solicitation of potential Borrowers. The form and content of all Advertising Materials shall be subject to the prior review and approval of Lender in the manner described herein. The nature of the Advertising Materials, the scope of their dissemination, and the total expenditures to be made on Advertising Materials for the CSO Program and the Program shall be determined by CSO in its reasonable discretion, and CSO shall pay all expenses concerning the production, use, and dissemination of Advertising Materials. Notwithstanding anything herein to the contrary, each party agrees that it will respond in writing to any request from the other party for an approval of any Advertising Materials or Program Materials within FIVE (5) business days following such other party’s receipt of such materials and any such materials shall be deemed approved by such other party upon the earlier to occur of (a) the actual approval of such materials, or (b) upon the expiration of the above-described FIVE (5) business day period if the party whose approval is being sought fails to timely approve or disapprove such materials within such FIVE (5) business day period. If a party disapproves any proposed Program Materials or Advertising Materials within the required time frame, such party will detail its reasons for such disapproval in such party’s written disapproval notice to the other party. A party hereto may at any time retract or modify any approval previously given by it with respect to any Program Materials or Advertising Materials if such action is necessary in order to remain in compliance with the Rules; provided, however, no party shall retract or modify a previously granted approval if there has been no intervening change in the Rules which would require such retraction or modification. CSO shall ensure that all Advertising Materials and the Program Materials shall comply with all applicable Rules. Each of Lender and CSO acknowledges that approved Program Materials and/or Advertising Materials may contain trade names, trademarks, or service marks of CSO and Lender, and Lender or CSO, as the case may be, shall have no authority to use any such names or marks of the other party separate and apart from their use in the Program Materials or Advertising Materials. The parties shall use Program Materials and Advertising Materials only for the purpose of implementing the provisions of this Agreement and shall not use Program Materials or Advertising Materials in any manner that would violate the Rules or any provision of the Program Guidelines.

10. Loan Terms and Charges; CSO Terms and Fees . All underwriting criteria, Loan terms and all interest, fees, and other charges associated with the Loans, exclusive of any CSO Fees, shall be established by Lender and shall be reflected in the Program Guidelines. Notwithstanding the foregoing, however, Lender shall have the right to modify any underwriting criteria, Loan terms, interest rates, fees, or other charges (exclusive of any CSO Fees), from time to time, at its discretion (the “ Changed Terms ”). Unless otherwise required by applicable Rules, Lender shall provide CSO with not less than THIRTY (30) days prior written notice of the Changed Terms. The terms and conditions of the CSO Disclosure Statements, CSO Contracts and the amount of any CSO Fees shall be established by CSO, shall comply with the Rules and shall be reflected in the Program Guidelines. Notwithstanding the foregoing, however, CSO shall have the right to modify any CSO Disclosure Statements, CSO Contracts and the amount of any CSO Fees, from time to time, at its discretion. In the event that either party hereto becomes aware that any aspect of the Loan Program or CSO Program, including but not limited to, underwriting criteria, Loan terms, interest, fees or other charges associated with any Loan, any term or condition of any CSO Disclosure Statement or CSO Contract or the amount of any CSO Fee, or any activity of CSO as a third-party debt collector, is not in compliance with the Rules, the party becoming aware of the same shall notify the other party of such non-compliance and each party hereto agrees to cooperate in good faith with each other, and to diligently take commercially reasonable steps, as may be necessary in order to promptly correct and cure any such non-compliance.

11. Nature of Certain Credit Enhancements .

a. Guaranty By CSO . CSO hereby unconditionally, irrevocably and absolutely guarantees (i) the due and punctual payment and performance of the Guarantied Obligations, and (ii) agrees that this guaranty shall be a continuing guaranty, shall be binding upon CSO, and upon its successors and

assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (1) the existence or continuance of any of the Guarantied Obligations (other than the payment or performance of the Guarantied Obligations in accordance with their terms); (2) the validity or invalidity of any document or agreement evidencing the Guarantied Obligations or any of them; (3) the existence or continuance of any Borrower’s obligations with respect to the Guarantied Obligations; (4) any waiver, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Guarantied Obligations, all of which Lender is hereby expressly authorized to make from time to time without notice to CSO; (5) the acceptance by Lender of any security for, or other guarantors upon, all or any part of the Guarantied Obligations; or (6) any defense (other than the payment or performance of the Guarantied Obligations). Upon final satisfaction of the Guarantied Obligations, Lender shall promptly (and in any event within FIVE (5) business days of such satisfaction) return to CSO any sums held as collateral for the Guarantied Obligations.

b. Principal Guaranty . As a material inducement to enter into this Agreement, Principal Guarantor:

i. Unconditionally, irrevocably and absolutely guarantees (1) the due and punctual payment of all amounts due and payable from CSO to Lender under this Agreement, including, but not limited to, all Guarantied Obligations; and (2) the due and punctual performance and observance by CSO of all other obligations, warranties, covenants and duties of CSO set forth in this Agreement (all of which amounts payable and the terms, warranties, agreements, covenants and conditions being herein called the " Principal’s Obligations ").

ii. Agrees that the guaranty set forth in this Section 11.b. shall be a continuing guaranty, shall be binding upon Principal Guarantor, and upon its successors and assigns, and shall remain in full force and effect, and shall not be discharged, impaired or affected by (1) the existence or continuance of any of the Principal’s Obligations (other than the payment or performance of the Principal’s Obligations in accordance with their terms); (2) the validity or invalidity of any document or agreement evidencing the Principal’s Obligations or any of them; (3) the existence or continuance of CSO as a legal entity; (4) any waiver, indulgence, alteration, substitution, exchange, change in, modification or other disposition of any of the Principal’s Obligations, all of which Lender or CSO is hereby expressly authorized to make from time to time without notice to Principal Guarantor; (5) the acceptance by Lender of any security for, or other guarantors upon, all or any part of the Principal’s Obligations; or (6) any defense (other than the payment or performance of the Principal’s Obligations in accordance with their terms) that Principal Guarantor may or might have to its undertakings, liabilities and obligations hereunder, each and every such defense being hereby waived by Principal Guarantor.

iii. Agrees that Principal Guarantor shall be held liable hereunder and Lender shall have the right to enforce this guaranty against Principal Guarantor for and to the full amount of the Principal’s Obligations, with or without enforcing or attempting to enforce this guaranty against any other guarantor, without any obligation on the part of Lender, or anyone, at any time, to resort to any collateral, security, property, liens or other rights or remedies whatsoever, and whether or not other proceedings or steps are pending or have been taken or have been concluded to enforce or otherwise realize upon the obligations, properties, estates or security of CSO or any other guarantor; and the payment of any amount or amounts by Principal Guarantor, pursuant to its obligations hereunder, shall not entitle Principal Guarantor, either at law or otherwise, to any right, title or interest (whether by way of subrogation or otherwise) in and to any of the Principal’s Obligations, unless and until the full amount of the Principal’s Obligations has been fully paid, all other Principal’s Obligations have been fully performed and observed in accordance with their terms and the Agreement has been terminated.

iv. Agrees and acknowledges that the direct or indirect value of the consideration received and to be received by Principal Guarantor in connection herewith is reasonably worth at least as much as the liability and obligations of Principal Guarantor hereunder, and the incurrence

of such liability and obligations in return for such consideration may reasonably be expected to benefit Principal Guarantor, directly or indirectly.

c. Pledge of Credit Support for Credit Enhancement . CSO shall pledge and does hereby pledge to Lender that amount of cash and/or CSO Entitlements having a value equal to [****] of the total amount of principal of all Loans outstanding from time to time (such percentage to be modified only upon the mutual agreement of both parties) as collateral for CSO’s obligations under its Credit Enhancement. Such pledge shall be in form and substance reasonably acceptable to Lender. The term “ CSO Entitlements ” means any of the following: (i) all cash received in respect of the repayment of Loans that is payable to CSO by Lender but attributable to or designated as reserves retained by Lender and owed to CSO from all or a portion of the CSO Fees accrued and earned by CSO from the Loans, (ii) all rights of CSO to payment from Lender that are attributable to or designated as reserves retained by Lender and owed to CSO from all or a portion of the CSO Fees accrued and earned by CSO from the Loans, (iii) all other rights to payment, receivables or accounts owed by Lender to CSO under this Agreement, and (iv) all other accounts and general intangibles of CSO, if any, pledged by CSO in favor of Lender that have been identified by CSO and accepted by Lender as collateral pursuant to this Section 11.c. for CSO’s obligations under its Credit Enhancement. On a [****] basis, CSO and Lender shall determine whether the amounts pledged to or held by Lender pursuant to this Section 11.c. shall equal the amount required above. In the event of any shortfall, CSO shall promptly pledge to Lender additional cash or CSO Entitlements in an aggregate amount equal to such shortfall. In the event of any excess and provided that CSO is not in default under any Credit Enhancement or in default under Section 18 hereof, Lender shall promptly release cash in an aggregate amount equal to such excess. In order for Lender to have and maintain a first priority perfected security interest in the CSO Entitlements pledged to Lender pursuant to this section, CSO hereby authorizes Lender to file UCC financing statements and amendments with such governmental offices and in such jurisdictions as Lender may deem appropriate from time to time to perfect and maintain its security interests herein granted in such CSO Entitlements. CSO hereby further agrees to undertake all actions and do all things as requested by Lender from time to time in order to perfect, protect or otherwise preserve the security interest herein granted to Lender in such CSO Entitlements. To the extent that CSO pledges to Lender any cash pursuant to this section, then in connection with the pledge of such cash, CSO shall deposit such cash into a bank account as Lender may direct CSO in writing, which account shall be owned and subject to the exclusive control by Lender. In lieu of the pledge required hereby, CSO may provide Lender with a letter of credit issued by a third party or other security having a value equal to the amount of CSO Entitlements to be pledged reasonably acceptable to Lender.

d. Offset and Set-off Rights . In the event that (i) CSO is in default under any Credit Enhancement issued in respect of any Loan or (ii) in default under Section 18 hereof, then, without any prior notice to CSO, any such notice being expressly waived by CSO to the extent permitted by applicable law, Lender shall have the right to set-off, offset and apply against any Guarantied Obligations owed by CSO and/or Principal Guarantor to Lender, until paid in full, any and all CSO Entitlements and any other credits, indebtedness or obligations, in each case whether direct or indirect, absolute or contingent, matured or unmatured, owed by Lender to or for the credit or the account of CSO under this Agreement or any other agreement between CSO and Lender; provided that the foregoing set-off, offset and application rights of Lender shall not limit in any manner, and shall be in addition to, any other rights and remedies of Lender provided by this Agreement and by law. Lender agrees promptly to notify CSO after any such set-off, offset and application made by Lender pursuant to the preceding sentence; provided that any failure to give such notice shall not affect the validity of such set off, offset, appropriation and application.

12. Third Party Service Providers . No party hereto, whether directly or indirectly, shall retain any Third Party Service Provider to assist it in performing its duties hereunder or to otherwise participate in the Loan Program or the CSO Program except with the prior written consent of the other party hereto, which consent shall not be unreasonably withheld. In seeking the approval to retain a Third Party Service Provider, the party requesting such approval shall provide to the other party such information concerning the proposed Third Party Service Provider as such other party may reasonably request. A party may condition its willingness

to approve a proposed Third Party Service Provider upon obtaining a written commitment from such Third Party Service Provider to comply with the terms of this Agreement and the Program Guidelines, to submit to audits and inspections by either party hereto, and to indemnify the parties hereto upon such terms and conditions as the parties hereto may reasonably require. CSO shall be responsible for supervising any Third Party Service Providers retained by CSO. Lender shall be responsible for supervising any Third Party Service Providers retained by Lender. For purposes of this Agreement, any reference to a Third Party Service Provider excludes CSO or any affiliate of CSO

13. Servicing and Accounting System . CSO agrees to develop and maintain, at its sole cost and expense, a comprehensive computerized servicing and accounting system (i) that will accurately and promptly reflect all Loan transactions and track all Loan balances and the related CSO Entitlements, Credit Enhancements and Guarantied Obligations for all Loans on an individual and aggregate basis, (ii) that will satisfy the information requirements of CSO, Lender, Third Party Service Provider and Regulatory Authorities having jurisdiction over the Loan Program and/or the CSO Program, if any, and (iii) that will provide a mutually agreed web link by which Lender can access such system. CSO shall provide Lender on a daily basis (on each business day) with an electronic file with data concerning all Loans originated hereunder and the related Guaranties to assist Lender in incorporating such information into its internal accounting, record keeping, and audit systems, in form and substance as may be mutually agreed to by parties from time to time. Upon the termination of this Agreement, for any reason, CSO shall continue to provide the accounting and servicing functions described herein for the Loans for the benefit of Lender and maintain the servicing and accounting system described herein for such purpose for TWO (2) years following the later of (a) the date on which this Agreement is terminated, and (b) the date on which the final outstanding Loan has been paid in full by the applicable Borrower or by CSO pursuant to a Credit Enhancement issued by CSO in accordance with the Program Guidelines and Section 6 hereof.

14. CSO’s Representations, Warranties and Covenants . CSO makes the following warranties, representations and covenants, and which warranties and representations shall be true and correct as of the date hereof and thereafter until all of the obligations of CSO and Principal Guarantor under this Agreement shall have been satisfied in full to Lender, all of which shall survive the execution and termination of this Agreement for any reason:

a. This Agreement is valid, binding and enforceable against CSO in accordance with its terms, and CSO has received all necessary organization approvals to enter into this Agreement and to perform its obligations hereunder.

b. CSO is a Delaware limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and is authorized, registered, and licensed to do business in Texas and in each state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. CSO is registered as required for credit services organizations or a credit access business (as the case may be) under Chapter 393 of the Texas Finance Code and will remain so registered throughout the term of this Agreement. CSO has obtained any third party debt collector surety bond required by Chapter 392 of the Texas Finance Code and, if required by Chapter 392, will retain such bond throughout the term of this Agreement.

c. CSO has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.

d. The provisions of this Agreement and the performance of each of CSO’s obligations hereunder do not conflict with CSO’s articles of organization, by-laws, or any agreement, contract, lease, or obligation to which CSO is a party or by which CSO is bound.

e. The governing authority of CSO has approved the terms and conditions of this Agreement and has determined that entering into this Agreement is in the best interests of CSO.

f. This Agreement, the Program Guidelines and the provisions of each of them comply with and are enforceable under the Rules, and the operation of each of the Loan Program and the CSO Program in accordance with this Agreement and the Program Guidelines will not violate any of the Rules.

g. Neither CSO nor any principal thereof has been or is the subject of any of the following that has not been disclosed to and acknowledged by Lender:

i. Criminal conviction (other than misdemeanor traffic offenses);

ii. IRS lien;

iii. Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;

iv. Administrative or enforcement proceeding or material investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a Regulatory Authority and excluding communications received in the ordinary course of business from any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or

v. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of CSO or any principal thereof.

For purposes of this Section 14.g. , the word “principal” of CSO shall include (i) any person directly or indirectly owning a TEN (10.00%) percent or more equity interest of CSO, (ii) any officer or director of CSO, and (iii) any other person having the power or authority to control CSO’s business.

h. CSO shall at all times comply with, and shall furnish Lender upon request a quarterly compliance certificate affirming its current compliance and earlier compliance during the previous quarter with, each of the following covenants:

i. CSO is now and was at all relevant times a duly licensed credit services organization registered under section 393, et seq., of the Texas Finance Code (CSO has not originated any loans under the “tribal model” and/or any “offshore or commerce model”);

ii. CSO is now and was at all relevant times and in all material respects in compliance with the Loan Program, all applicable Rules and the Program Guidelines;

iii. CSO is not now originating or providing credit services in the origination of, nor has it ever originated or provided credit services in the origination of, any loan at an interest rate greater than TEN PERCENT (10.00%) annual percentage rate as a credit service organization or as the agent of Lender;

iv. at all relevant times, all advertising and promotional materials for the Loans (1) have and continue to prominently identified Lender as maker of the Loans, (2) have been and continue to be accurate, (3) have not been and are not now misleading, (4) have and continue to be in compliance with all applicable Rules, and (5) have been and continue to be submitted to Lender for prior approval;

v. CSO has not engaged and is not now engaged in any discriminatory practice in violation of the Rules, including without limitation any discriminatory practice for the purpose of discouraging any Applicant in any aspect of the credit process or any purpose prohibited by law;

vi. CSO has used and continues to use only commercially reasonable efforts to collect payments on the Loans at and after maturity thereof on behalf of Lender, and has complied and continues to comply with the federal Fair Debt Collection Practices Act, to the extent applicable, and any other applicable Rules, in the collection process;

vii. CSO has not made and will not make, explicitly or implicitly, any threats of criminal prosecution in connection with debt collection, and CSO has not engaged in, nor will it engage in, any practices that violates any applicable Rules;

viii. CSO has not imposed, nor will it impose, a charge for cashing a check or draft;

ix. CSO has been and will remain in compliance all respects with the Gramm-Leach-Bliley Act (“ GLBA ”) and Federal Trade Commission regulations implementing the GLBA, other applicable federal and state privacy Rules, and this Agreement, as it pertains to Applicant and Borrower Information;

x. CSO has not violated will not violate any term of this Agreement pertaining to the use and/or protection of Lender’s Confidential Business Information;

xi. CSO shall provide (in reasonable detail) the calculations and supporting documentation as Lender may require to demonstrate compliance with the financial covenants referred to in Section 26 of this Agreement;

xii. CSO has and will continue to timely furnish all information required herein, which information has and will be in all material respects, truthful, accurate and complete.

xiii. In the event that CSO commences filing public reports with the SEC, CSO shall permit Lender to participate in any periodic conference call regularly available to market analysts or investors.

xiv. CSO shall comply with all applicable federal, state and local statutes, regulations and ordinances in its performance of this Agreement, the performance of the credit services, and its operation of the Program.

xv. CSO shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards to (1) insure the security and confidentiality of non-public personal information relating to any consumer; (2) protect against anticipated threats or hazards to the security or integrity of non-public personal information; and (3) protect against unauthorized access or use of non-public personal information that could result in substantial harm or inconvenience to any consumer.

Any failure or inability to timely or truthfully issue such compliance certificate shall be a default under this Agreement and shall give rise to Lender’s rights and remedies under Section 18 .

15. Lender’s Representations and Warranties . Lender makes the following warranties and representations to CSO, all of which shall survive the execution and termination of this Agreement for any reason:

a. This Agreement is valid, binding and enforceable against Lender in accordance with its terms, and Lender has received all necessary approvals to enter into this Agreement and to perform its obligations hereunder.

b. Lender is a Delaware limited liability company duly formed, validly existing, and in good standing under the laws of the State of Texas and is authorized and registered to do business in the State of Texas and in each state in which the Loans are being offered and in each state in which the nature of its activities makes such authorization, registration, or licensing necessary or required. Lender is not affiliated with CSO or any affiliate of CSO.

c. Lender has the full organizational power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.

d. The provisions of this Agreement and the performance of each of Lender’s obligations hereunder do not conflict with Lender’s organizational documents or any agreement, contract, lease, or obligation to which Lender is a party or by which Lender is bound.

e. The governing authority of Lender has approved the terms and conditions of this Agreement and has determined that the entering of this Agreement by Lender is in the best interests of Lender.

f. Neither Lender nor any principal thereof has been or is the subject of any of the following:

i. Criminal conviction (other than misdemeanor traffic offenses);

ii. IRS lien;

iii. Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty, or similar agreement concerning lending matters;

iv. Administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, or any other state or federal Regulatory Authority (excluding routine examinations conducted by a

Regulatory Authority and excluding communications received in the ordinary course of business from any Regulatory Authority such as communications concerning consumer complaints or communications related to immaterial issues); or

v. Restraining order, decree, injunction, or judgment in any proceeding or lawsuit alleging fraud or deceptive practices or illegal activity on the part of Lender or any principal thereof.

For purposes of this Section 15.f. , the word “principal” of Lender shall include (i) any person directly or indirectly owning a TEN (10.00%) percent or more equity interest of Lender, (ii) any officer or director of Lender, and (iii) any other person having the power or authority to control Lender’s business.

16. Ownership of Borrower Information . Each party shall take all steps necessary and appropriate to maintain the confidentiality of any Applicant and Borrower names, addresses, and telephone numbers and all account and other information, including payment information, regarding Borrowers and Applicants who have been declined, and all records, data, and information pertaining to the foregoing (collectively, “ Borrower Information ”). Lender and CSO jointly and severally shall own all Borrower Information; provided, however, that neither party will use any of such Borrower Information except to the extent permitted by the Program Guidelines and the privacy policies of each of CSO and Lender set forth in the documents described in the Program Guidelines. Notwithstanding the foregoing, without the need for obtaining Lender’s consent, CSO may use Borrower Information for purposes of marketing, offering, selling, brokering, underwriting and providing other products and services, including, without limitation, other loan products and services that may be offered to Borrowers by CSO, any Third Party Service Provider of CSO or any other lenders through the distribution channels of CSO and any Third Party Service Provider of CSO, provided that, in all cases, however, any use by CSO of any such Borrower Information shall comply with (a) all applicable Rules, (b) the requirements of the Program Guidelines, and (c) the above-described privacy policies of both CSO and Lender and in the event any such Borrower Information is used in connection with marketing, offering, selling, brokering, underwriting or providing loans made by any party other than CSO, Lender agrees that such other lender may jointly own such Borrower Information with CSO and Lender, so long as such other lender has a privacy policy no less restrictive than Lender’s privacy policy described in the Program Guidelines and agrees in writing to comply with such privacy policy and the privacy policies of CSO and Lender. In addition, notwithstanding that Lender has an ownership interest in Borrower Information, Lender agrees that it will not use Borrower Information to market any other products or services to Borrowers or to Applicants who have been declined without the prior written consent of CSO. Without limiting the foregoing, each of CSO and Lender shall adopt and maintain reasonable procedures relating to administrative, technical, and physical safeguards to: (a) ensure the security and confidentiality of any Borrower Information that such party receives; (b) protect against any anticipated threats or hazards to the security or integrity of any Borrower Information that such party receives; (c) protect against the unauthorized access to or use of any Borrower Information that such party has in its possession which could result in substantial harm or inconvenience to any Borrower or Applicant; and (d) ensure the proper disposal of any Borrower Information that such party has in its possession. Notwithstanding anything herein to the contrary, CSO shall be the sole owner of all CSO Disclosure Statements and all CSO Contracts and any information contained therein. The rights and obligations of the parties under this Section 16 shall survive the termination of this Agreement for a period of TWO (2) years.

17. Term . The term of this Agreement shall be for a period of ONE (1) year commencing as of the Effective Date; provided, however, that either party may terminate this Agreement prior to the expiration of its term pursuant to the provisions of this Section 17 and Section 18 below. This Agreement shall be renewed automatically for successive one-year terms unless the party not wishing to renew provides the other party with at least SIXTY (60) days advance written notice of non-renewal. Each party hereto shall have the right to terminate this Agreement immediately upon written notice to the other party hereto, if (a)

the terminating party determines in its reasonable discretion that the activities of the parties under this Agreement, the Loan Program or the CSO Program are illegal under, prohibited by or not permitted under any of the Rules; (b) any Regulatory Authority having jurisdiction over the Program, CSO or Lender requires the terminating party to terminate this Agreement; (c) the terminating party determines in its reasonable discretion that continued operation of the Loan Program or the CSO Program may materially adversely affect the ongoing operations of the terminating party or those of the terminating party’s affiliates; and in the event of a termination of this Agreement pursuant to this clause (c), the terminating party shall provide the other party with a written explanation of the basis for such termination, or (d) the terminating party determines in its reasonable discretion that continued operation of the Loan Program or the CSO Program may materially adversely affect the relationship between the terminating party or any of its affiliates and any Regulatory Authority having jurisdiction over any of them. In addition, if Lender modifies any Loan term, interest rate, fee, or other charge pursuant to Section 10 above, or if Lender materially modifies any underwriting criteria for the Loans pursuant to Section 10 above, CSO may terminate this Agreement upon THIRTY (30) days prior written notice to Lender if CSO determines in its reasonable discretion that such modification by Lender would render it economically infeasible for CSO to continue to perform its duties and responsibilities hereunder or that such modification would cause any aspect of the Loan Program or the CSO Program to be in violation of any Rules. Notwithstanding any termination of this Agreement, each party’s respective obligations and covenants hereunder with respect to outstanding Loans and the related CSO Entitlements, Credit Enhancements and Guarantied Obligations shall remain in effect for so long as such Loans remain outstanding. Either party may terminate this Agreement without cause on one hundred twenty (120) days advance written notice to the other party.

18. Termination Upon Default .

a. Either party hereto shall have the right to terminate this Agreement upon occurrence of one or more of the following events:

i. failure by the other party to observe or perform that party’s obligations to the other hereunder or to comply with any provision of this Agreement, so long as the failure or nonperformance is not due to the actions of the terminating party;

ii. in the event any Financial Information (as defined below) representation, warranty, statement or certificate furnished to either party by the other in connection with this Agreement, or any separate material statement or document delivered or to be delivered hereunder by either party hereto to the other party, is materially false, misleading, or inaccurate as of the date made or delivered; and

iii. in the event a party hereto (or an affiliate of such party) defaults under any other agreement executed between the parties hereto (and/or any of their respective affiliates) and such default continues beyond any applicable notice and cure period provided for such default under such other agreement.

b. The Agreement may be terminated pursuant to Section 18.a.i. above only if the default continues for a period of THIRTY (30) days after the defaulting party receives written notice from the other party specifying the default in the case of a non-monetary default, or TEN (10) days after the default in the case of a failure to pay any amount when due hereunder.

c. In addition to any other right to terminate this Agreement, a party may terminate this Agreement if the other party hereto, or such other party’s principals is the subject of any of the following or if any of the following occurs with respect to such other party or such other party’s principals: insolvency, inability to pay its debts as they become due, the filing of a voluntary bankruptcy petition, the filing of an involuntary bankruptcy petition which is not dismissed within THIRTY (30) days after filing thereof, dissolution or termination of its existence as a going concern, or the appointment of a receiver for any part of its property.

d. In order to preserve the goodwill of each Party with its customers, the Parties shall act in good faith and cooperate in order to ensure a smooth and orderly termination of their relationship and

the termination of the Loan origination and marketing program contemplated hereunder. Unless prohibited by applicable Rules, or as otherwise provided in this Agreement, upon Lender’s written request CSO shall continue to service outstanding Loans following termination or expiration of this Agreement until all Loans are repaid or charged off in accordance with Lender’s collection policies and procedures. Except as otherwise set forth in Section 13 herein, upon the termination or expiration of this Agreement, all rights and benefits herein granted to CSO (but none of the obligations of CSO hereunder) shall revert to Lender, and CSO shall immediately cease using Lender Loan Program and any Lender’s properties or materials.

19. Indemnification.

a. CSO’s Indemnification Obligations .

i.      Except to the extent of Damages (as defined in Section 19(d)) expressly excluded under this Agreement, CSO hereby agrees to defend, indemnify and hold harmless, Lender and its affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " Lender Indemnified Parties "), from and against any and all Damages suffered or incurred by the Lender Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (i) any actual or alleged injury (physical or otherwise) to any actual or prospective Consumer Borrower, to any actual or prospective customer of CSO, or to any employee of CSO actually or allegedly caused in whole or in part by CSO or any CSO Indemnified Party (as defined in Section 19(b)(i)); (ii) any act or omission (whether one or more) of CSO or its employees, agents or representatives related to this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (iii) any act or omission (whether one or more) of any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (iv) the inaccuracy of any warranty or representation made by any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (v) the breach of any obligation owed by any Third Party Service Provider retained by CSO in connection with this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (vi) any breach by CSO (or its employees, agents or representatives) of its obligations under or related to this Agreement, the Program Guidelines, the CSO Program or the Loan Program; (vii) any other claim, allegation or investigation asserted by or on behalf of a Consumer, a prospective Consumer or a Regulatory Authority with respect to the Loans or the activities, practices, and/or procedures of the parties actually or allegedly caused in whole or in part by CSO or any CSO Indemnified Party (as defined in Section 19(b)(i); (viii) any examination or audit of CSO conducted by a Regulatory Authority as provided in Section 23, resulting in a finding or issue that is not the result of Lender’s actions; (ix) any burglary, robbery, fraud or theft at any of CSO’s locations or on any of CSO’s premises; and (x) any marketing or administration of the Loans by persons other than Lender and its employees (including loss, theft or misuse of Loan proceeds, Loan payments and drafts and instruments issued or received in connection therewith).

ii. The obligations of CSO to defend, indemnify and hold harmless Lender and the Lender Indemnified Parties under this Section 19(a) shall not extend to Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (i) burglary, robbery, fraud or theft from or at any premises of the Lender, (ii) the marketing or administration of the Loans by any person other than CSO, its employees or any Third Party Service Provider engaged by it; (iii) Lender’s alleged or actual violation of federal or state securities laws or laws pertaining to the formation, organization and operation of entities; (iv) claims brought by the employees or shareholders of any Lender Indemnified Party; (v) a decline in the value of the ownership interests of Lender, its partners and affiliates; (vi) adverse publicity or customer relations problems encountered or suffered by any Lender Indemnified Party unrelated to the Loan Program or the CSO Program; (vii) the loss of non-Loan related business, or profits related thereto; (viii) lost management

time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section G.16; (ix) any Lender Breach (hereinafter defined); or (x) the fraud or willful misconduct of Lender. The term " Lender Breach " shall mean the breach by Lender of any of its obligations expressly set forth herein.

iii. CSO’s indemnification obligations under this Section 19(a) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to CSO’s reimbursement rights under Section 19(c). Except as otherwise provided in this Section 19, the obligations of CSO to defend, indemnify and/or hold the Lender Indemnified Parties harmless under this Section 19 shall extend without limitation to the payment of all costs of defense for the actual or alleged omissions, negligence, gross negligence, and intentional acts of Lender, including Lender’s sole or concurrent negligence. It is contemplated that CSO’s defense obligations under this Section 19(a) may be, but shall not necessarily be, broader than its indemnification obligations hereunder.     

b. Lender’s Indemnification Obligations .

i. Except to the extent of Damages expressly excluded under this Agreement or Damages for which CSO otherwise is obligated to defend, indemnify and/or hold harmless the Lender Indemnified Parties as set forth above, Lender hereby agrees to defend, indemnify and hold harmless, CSO and its members and affiliates, and their respective directors, officers, employees, shareholders, members, lenders, partners, attorneys and agents (herein, the " CSO Indemnified Parties "), from and against any and all Damages suffered or incurred by the CSO Indemnified Parties (or any of them) relating to, accruing or arising or alleged to have accrued or arisen in whole or in part out of or in consequence of any and all of the following: (i) any Lender Breach or the inaccuracy of any warranty or representation of Lender set forth in this Agreement; (ii) the willful act or omission of Lender or its employees, agents or representatives; (iii) any act or omission (whether one or more) of any Third Party Service Provider retained by Lender; (iv) the inaccuracy of any warranty or representation made for the benefit of CSO by any Third Party Service Provider retained by Lender; (v) the breach of any obligation owed to CSO by any Third Party Service Provider retained by Lender; (vi) any examination or audit of Lender conducted by a Regulatory Authority as provided in Section 19, resulting in a finding or issue that is not the result of CSO’s actions; and (vii) any burglary, robbery or theft by Lender or any of its affiliates (or any of their respective employees).

ii. Nothing herein shall be construed to require Lender to indemnify, defend or hold harmless the CSO Indemnified Parties (or any of them) for Damages suffered by any of them directly or indirectly related to, resulting from or arising out of any of the following: (i) any breach by CSO of its representations, warranties, covenants or obligations under this Agreement; (ii) the breach of any obligation of a Third Party Service Provider retained by CSO; (iii) the negligence or willful misconduct of CSO; any CSO Indemnified Party or any Third Party Service Provider retained by CSO; (iv) burglary, robbery, fraud or theft at or from any premises of the CSO or any CSO Indemnified Party; (v) marketing or administration of the Loans by persons other than Lender or its employees; (vi) any claim, investigation or allegation made by any regulatory or governmental authority or agency arising from or relating to the activities of CSO; (vii) any claim that any CSO Indemnified Party allegedly or actually violated any federal or state securities laws or laws related to the formation, organization and operation of entities; (viii) a decline in the value of the ownership interests of any CSO Indemnified Party; (ix) any claims brought by any owner or employee of any CSO Indemnified

Party; (x) adverse publicity or customer relations problems suffered by any CSO Indemnified Party; (xi) the loss of non-Loan related business, or profits related thereto by any CSO Indemnified Party; (xii) non-monetary sanctions imposed by any court or Regulatory Authority; and (xiii) lost management time related to attending hearings and meetings with respect to matters which are the subject of indemnification under this Section 19.

iii. Lender’s indemnification obligations under this Section 19(b) shall include the payment of all costs of defense, if any, including without limitation, all reasonable and necessary attorney’s fees, court costs, accounting fees, class action costs and expert fees, subject to Lender’s reimbursement rights under Section 19(c).

c. Obligation to Refund Advanced Damages . In the event that either party hereto reimburses the other party hereto for Damages pursuant to the indemnification provisions of this Section 19, in advance of the final disposition of the underlying claim, and if it is ultimately determined by settlement or pursuant to the dispute resolution provisions hereof that such Damages directly arose out of an occurrence that did not require such indemnification under Section 19(a) or Section 19(b), as applicable, then the reimbursed party agrees to repay to the other party any such Damages for which it received advanced reimbursement to which it was not entitled hereunder. All Damages required to be repaid under this Section 19(c) shall be repaid within 5 business days following the above-described ultimate determination.