Elevate Credit, Inc. (Form: 10-Q, Received: 11/09/2018 16:28:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-37680

ELEVATE CREDIT, INC.

(Exact name of registrant as specified in its charter)



Delaware		46-4714474
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification Number

4150 International Plaza, Suite 300 Fort Worth, Texas 76109		76109
Address of Principal Executive Offices		Zip Code
	(817) 928-1500
Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.



Yes	x	No	o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).



Yes	x	No	o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	o	Non-accelerated filer	x
Accelerated filer	o	Smaller reporting company	o
Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:



Class		Outstanding at November 7, 2018
Common Shares, $0.0004 par value		43,197,206

TABLE OF CONTENTS



Note About Forward-Looking Statements			4
Part I - Financial Information
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017	6
		Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2018 and 2017	7
		Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2018 and 2017	8
		Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2018 and 2017	9
		Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2018 and 2017	10
		Notes to Unaudited Condensed Consolidated Financial Statements	12
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	41
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	82
	Item 4.	Controls and Procedures	83
Part II - Other Information
	Item 1.	Legal Proceedings	84
	Item 1A.	Risk Factors	85
	Item 6.	Exhibits	86
SIGNATURES			87

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are based on our management’s beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained throughout this Quarterly Report on Form 10-Q, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include information concerning our strategy, future operations, future financial position, future revenues, projected expenses, margins, prospects and plans and objectives of management. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:


•	our future financial performance, including our expectations regarding our revenue, cost of revenue, growth rate of revenue, cost of borrowing, credit losses, marketing costs, net charge-offs, gross profit or gross margin, operating expenses, operating margins, loans outstanding, credit quality, ability to generate cash flow and ability to achieve and maintain future profitability;


•	the availability of debt financing, funding sources and disruptions in credit markets;


•	our ability to meet anticipated cash operating expenses and capital expenditure requirements;


•	anticipated trends, growth rates, seasonal fluctuations and challenges in our business and in the markets in which we operate;


•	our ability to anticipate market needs and develop new and enhanced or differentiated products, services and mobile apps to meet those needs, and our ability to successfully monetize them;


•	our expectations with respect to trends in our average portfolio effective annual percentage rate;


•	our anticipated growth and growth strategies and our ability to effectively manage that growth;


•	our anticipated expansion of relationships with strategic partners;


•	customer demand for our product and our ability to rapidly grow our business in response to fluctuations in demand;


•	our ability to attract potential customers and retain existing customers and our cost of customer acquisition;


•	the ability of customers to repay loans;


•	interest rates and origination fees on loans;


•	the impact of competition in our industry and innovation by our competitors;


•	our ability to attract and retain necessary qualified directors, officers and employees to expand our operations;


•	our reliance on third-party service providers;


•	our access to the automated clearinghouse system;


•	the efficacy of our marketing efforts and relationships with marketing affiliates;


•	our anticipated direct marketing costs and spending;


•	the evolution of technology affecting our products, services and markets;


•	continued innovation of our analytics platform, including our expectation that we will implement new technology and credit models beginning in the fourth quarter of 2018, with full benefits realized by the second quarter of 2019;


•	our ability to prevent security breaches, disruption in service and comparable events that could compromise the personal and confidential information held in our data systems, reduce the attractiveness of the platform or adversely impact our ability to service loans;


•	our ability to detect and filter fraudulent or incorrect information provided to us by our customers or by third parties;


•	our ability to adequately protect our intellectual property;


•	our compliance with applicable local, state, federal and foreign laws;


•	the impact of increased claims by claims management companies (“CMCs”) on our business, our accrual amounts related to such claims, and our expectation that the Financial Conduct Authority, a regulator in the UK financial services industry, will begin regulating the CMCs in April 2019;


•	our compliance with, and the effects on our business and results of operations from, current or future applicable regulatory developments and regulations, including developments or changes from the Consumer Financial Protection Bureau ("CFPB") and developments or changes in state law such as recently passed legislation in Ohio regarding interest rate caps;


•	regulatory developments or scrutiny by agencies regulating our business or the businesses of our third-party partners;


•	public perception of our business and industry;


•	the anticipated effect on our business of litigation or regulatory proceedings to which we or our officers are a party;


•	the anticipated effect on our business of natural or man-made catastrophes;


•	the increased expenses and administrative workload associated with being a public company;


•	failure to maintain an effective system of internal controls necessary to accurately report our financial results and prevent fraud;


•	our liquidity and working capital requirements;


•	the estimates and estimate methodologies used in preparing our consolidated financial statements;


•	the utility of non-GAAP financial measures;


•	the future trading prices of our common stock and the impact of securities analysts’ reports on these prices;


•	our anticipated development and release of certain products and applications and changes to certain products;


•	our anticipated investing activity; and


•	trends anticipated to continue as our portfolio of loans matures.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail elsewhere in this Quarterly Report on Form 10-Q. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Elevate Credit, Inc. and Subsidiaries

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS



(Dollars in thousands, except share and per share amounts)	September 30, 2018			December 31, 2017
	(unaudited)
ASSETS
Cash and cash equivalents*	$	54,794		$	41,142
Restricted cash	1,593			1,595
Loans receivable, net of allowance for loan losses of $89,422 and $87,946, respectively*	542,976			524,619
Prepaid expenses and other assets*	13,217			10,306
Receivable from CSO lenders	17,846			22,811
Receivable from payment processors*	28,519			21,126
Deferred tax assets, net	21,499			23,545
Property and equipment, net	36,738			24,249
Goodwill	16,027			16,027
Intangible assets, net	1,856			2,123
Derivative assets at fair value (cost basis of $436 and $0, respectively)*	1,238			—
Total assets	$	736,303		$	687,543

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities ($45 and $95 payable to Think Finance at September 30, 2018 and December 31, 2017, respectively)*	$	44,955		$	42,213
State and other taxes payable	696			884
Deferred revenue*	30,639			33,023
Notes payable, net*	548,960			513,295
Derivative liability	—			1,972
Total liabilities	625,250			591,387
COMMITMENTS, CONTINGENCIES AND GUARANTEES (Note 10)
STOCKHOLDERS’ EQUITY
Preferred stock; $0.0004 par value; 24,500,000 authorized shares; None issued and outstanding at September 30, 2018 and December 31, 2017.	—			—
Common stock; $0.0004 par value; 300,000,000 authorized shares; 43,191,526 and 42,165,524 issued and outstanding, respectively	17			17
Additional paid-in capital	180,610			174,090
Accumulated deficit	(70,657		)	(79,954		)
Accumulated other comprehensive income, net of tax benefit of $1,257 and $2,273, respectively*	1,083			2,003
Total stockholders’ equity	111,053			96,156
Total liabilities and stockholders’ equity	$	736,303		$	687,543

* These balances include certain assets and liabilities of a variable interest entity (“VIE”) that can only be used to settle the liabilities of that VIE. All assets of the Company are pledged as security for the Company’s outstanding debt, including debt held by the VIE. For further information regarding the assets and liabilities included in our consolidated accounts, see Note 4—Variable Interest Entity.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except share and per share amounts)	2018			2017			2018			2017
Revenues	$	201,480		$	172,851		$	579,394		$	479,689
Cost of sales:
Provision for loan losses	113,896			96,203			294,636			251,293
Direct marketing costs	21,280			20,242			64,155			50,322
Other cost of sales	7,997			5,834			20,892			14,367
Total cost of sales	143,173			122,279			379,683			315,982
Gross profit	58,307			50,572			199,711			163,707
Operating expenses:
Compensation and benefits	24,380			19,502			70,187			60,854
Professional services	9,789			8,618			26,475			25,045
Selling and marketing	2,170			2,042			7,525			6,662
Occupancy and equipment	4,553			3,227			13,302			10,003
Depreciation and amortization	3,490			2,656			9,167			7,657
Other	1,233			1,085			4,018			3,095
Total operating expenses	45,615			37,130			130,674			113,316
Operating income	12,692			13,442			69,037			50,391
Other income (expense):
Net interest expense	(19,810		)	(17,261		)	(58,286		)	(54,602		)
Foreign currency transaction (loss) gain	(325		)	536			(800		)	2,820
Non-operating gain (loss)	—			(106		)	(38		)	2,407
Total other expense	(20,135		)	(16,831		)	(59,124		)	(49,375		)
Income (loss) before taxes	(7,443		)	(3,389		)	9,913			1,016
Income tax expense (benefit)	(3,209		)	(3,979		)	1,536			(4,262		)
Net income (loss)	$	(4,234	)	$	590		$	8,377		$	5,278

Basic earnings (loss) per share	$	(0.10	)	$	0.01		$	0.20		$	0.17
Diluted earnings (loss) per share	$	(0.10	)	$	0.01		$	0.19		$	0.16
Basic weighted average shares outstanding	43,182,208			41,717,231			42,653,947			31,211,084
Diluted weighted average shares outstanding	43,182,208			43,158,515			44,354,376			32,660,537

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)



(Dollars in thousands)	Three Months Ended September 30,					Nine Months Ended September 30,
(Dollars in thousands)	2018			2017		2018			2017
Net income (loss)	$	(4,234	)	$	590	$	8,377		$	5,278
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment, net of tax of $0 for all periods	(305		)	676		(707		)	770
Reclassification of certain deferred tax effects	—			—		(920		)	—
Change in derivative valuation, net of tax of $67 and $0 for the three months ended 2018 and 2017, respectively, and $96 and $0 for the nine months ended 2018 and 2017, respectively	(384		)	—		707			—
Total other comprehensive income (loss), net of tax	(689		)	676		(920		)	770
Total comprehensive income (loss)	$	(4,923	)	$	1,266	$	7,457		$	6,048

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

For the periods ended September 30, 2018 and 2017



(Dollars in thousands except share amounts)	Preferred Stock		Common Stock			Series A Convertible Preferred					Series B Convertible Preferred					Additional paid-in capital			Accumu-lated deficit			Accumulated other comprehensive income			Total
(Dollars in thousands except share amounts)	Shares	Amount	Shares	Amount		Shares		Amount			Shares		Amount			Additional paid-in capital			Accumu-lated deficit			Accumulated other comprehensive income			Total
Balances at December 31, 2016	—	—	13,001,216	$	5	2,957,059		$	3		2,682,351		$	3		$	88,854		$	(76,385	)	$	1,087		$	13,567
Share-based compensation	—	—	—	—		—		—			—		—			4,436			—			—			4,436
Exercise of stock options	—	—	358,738	—		—		—			—		—			104			—			—			104
Tax benefit of equity issuance costs	—	—	—	—		—		—			—		—			(1,843		)	—			—			(1,843		)
Issuance of common stock net of deferred costs	—	—	14,285,000	6		—		—			—		—			80,188			—			—			80,194
Conversion of preferred shares	—	—	5,639,410	6		(2,957,059	)	(3		)	(2,682,351	)	(3		)	—			—			—			—
2.5-for-1 common stock split on converted preferred shares	—	—	8,459,109	—		—		—			—		—			—			—			—			—
Comprehensive income:
Foreign currency translation adjustment net of tax expense of $0	—	—	—	—		—		—			—		—			—			—			770			770
Cumulative effect of change in accounting	—	—	—	—		—		—			—		—			—			3,347			—			3,347
Net income	—	—	—	—		—		—			—		—			—			5,278			—			5,278
Balances at September 30, 2017	—	—	41,743,473	$	17	—		$	—		—		$	—		$	171,739		$	(67,760	)	$	1,857		$	105,853

Balances at December 31, 2017	—	—	42,165,524	17		—		—			—		—			174,090			(79,954		)	2,003			96,156
Share-based compensation	—	—	—	—		—		—			—		—			6,005			—			—			6,005
Exercise of stock options	—	—	271,891	—		—		—			—		—			997			—			—			997
Vesting of restricted stock units	—	—	692,115	—		—		—			—		—			(216		)	—			—			(216		)
ESPP shares issued	—	—	61,996	—		—		—			—		—			408			—			—			408
Tax benefit of equity issuance costs	—	—	—	—		—		—			—		—			(674		)	—			—			(674		)
Comprehensive loss:
Foreign currency translation adjustment net of tax expense of $0	—	—	—	—		—		—			—		—			—			—			(707		)	(707		)
Change in derivative valuation net of tax expense of $96	—	—	—	—		—		—			—		—			—			—			707			707
Reclassification of certain deferred tax effects	—	—	—	—		—		—			—		—			—			920			(920		)	—
Net income	—	—	—	—		—		—			—		—			—			8,377			—			8,377
Balances at September 30, 2018	—	—	43,191,526	$	17	—		$	—		—		$	—		$	180,610		$	(70,657	)	$	1,083		$	111,053

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



(Dollars in thousands)	Nine Months Ended September 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	8,377		$	5,278
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,167			7,657
Provision for loan losses	294,636			251,293
Share-based compensation	6,005			4,436
Amortization of debt issuance costs	280			410
Amortization of loan premium	4,583			3,933
Amortization of convertible note discount	138			3,241
Amortization of derivative assets	931			—
Deferred income tax expense, net	1,276			(4,848		)
Unrealized gain from foreign currency transactions	800			(2,820		)
Non-operating (gain) loss	38			(2,407		)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(2,473		)	(1,941		)
Receivables from payment processors	(7,688		)	(3,584		)
Receivables from CSO lenders	5,176			(3,881		)
Interest receivable	(72,818		)	(60,870		)
State and other taxes payable	(162		)	(50		)
Deferred revenue	5,332			8,370
Accounts payable and accrued liabilities	3,552			5,411
Net cash provided by operating activities	257,150			209,628
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans receivable originated or participations purchased	(1,000,059		)	(837,047		)
Principal collections and recoveries on loans receivable	749,145			576,007
Participation premium paid	(4,740		)	(4,227		)
Purchases of property and equipment	(21,437		)	(12,503		)
Net cash used in investing activities	(277,091		)	(277,770		)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries



	Nine Months Ended September 30,
(Dollars in thousands)	2018			2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable	$	35,932		$	67,500
Payments of notes payable	—			(84,950		)
Cash paid for interest rate caps	(1,367		)	—
Settlement of derivative liability	(2,010		)	—
Payment of capital lease obligations	—			(21		)
Debt issuance costs paid	(25		)	(865		)
Equity issuance costs paid	—			(1,731		)
ESPP shares issued	408			—
Proceeds from issuance of common stock	—			86,699
Proceeds from stock option exercises	997			933
Taxes paid related to net share settlement of equity awards	(216		)	(422		)
Net cash provided by financing activities	33,719			67,143
Effect of exchange rates on cash	(128		)	753
Net increase in cash, cash equivalents and restricted cash	13,650			(246		)

Cash and cash equivalents, beginning of period	41,142			53,574
Restricted cash, beginning of period	1,595			1,785
Cash, cash equivalents and restricted cash, beginning of period	42,737			55,359

Cash and cash equivalents, end of period	54,794			53,473
Restricted cash, end of period	1,593			1,640
Cash, cash equivalents and restricted cash, end of period	$	56,387		$	55,113

Supplemental cash flow information:
Interest paid	$	56,818		$	51,340
Taxes paid	$	342		$	563

Non-cash activities:
CSO fees charged-off included in Deferred revenues and Loans receivable	$	7,716		$	8,027
Derivative debt discount on convertible term notes	$	—		$	2,517
Prepaid expenses accrued but not yet paid	$	582		$	937
Property and equipment accrued but not yet paid	$	209		$	—
Impact on deferred tax assets of adoption of ASU 2016-09	$	—		$	3,347
Impact on OCI and retained earnings of adoption of ASU 2018-02	$	920		$	—
Changes in fair value of interest rate caps	$	803		$	—
Deferred IPO costs included in Additional paid-in capital	$	—		$	6,708
Tax benefit of equity issuance costs included in Additional paid-in capital	$	674		$	1,843

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

For the three and nine months ended September 30, 2018 and 2017

NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Business Operations

Elevate Credit, Inc. (the “Company”) is a Delaware corporation. The Company provides technology-driven, progressive online credit solutions to non-prime consumers. The Company uses advanced technology and proprietary risk analytics to provide more convenient and more responsible financial options to its customers, who are not well-served by either banks or legacy non-prime lenders. The Company currently offers unsecured online installment loans and lines of credit in the United States (the “US”) and the United Kingdom (the “UK”). The Company’s products, Rise, Elastic and Sunny, reflect its mission of “Good Today, Better Tomorrow” and provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. In the UK, the Company directly offers unsecured installment loans via the internet through its wholly owned subsidiary, Elevate Credit International (UK), Limited, (“ECI”) under the brand name of Sunny.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of September 30, 2018 and for the three and nine month periods ended September 30, 2018 and 2017 include the accounts of the Company, its wholly owned subsidiaries and a variable interest entity ("VIE") where the Company is the primary beneficiary. See Note 4—Variable Interest Entities for more information. All significant intercompany transactions and accounts have been eliminated.

The unaudited condensed consolidated financial information included in this report has been prepared in accordance with accounting principles generally accepted in the US (“US GAAP”) for interim financial information and Article 10 of Regulation S-X and conform, as applicable, to general practices within the finance company industry. The principles for interim financial information do not require the inclusion of all the information and footnotes required by US GAAP for complete financial statements. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2017 in the Company's Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission ("SEC") on March 9, 2018. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments, all of which are of a normal recurring nature, necessary for a fair presentation of the results for the interim periods. Our business is seasonal in nature so the results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the full year.

Initial Public Offering and Share-Based Compensation

On April 11, 2017, the Company completed its initial public offering (“IPO”) in which it issued and sold 12,400,000 shares of common stock at a price of $6.50 per share to the public. In connection with the closing, the underwriters exercised their option to purchase in full for an additional 1,860,000 shares. On April 6, 2017 , the Company's stock began trading on the New York Stock Exchange ("NYSE") under the symbol “ELVT.” The aggregate net proceeds received by the Company from the IPO, net of underwriting discounts and commissions and estimated offering expenses, were approximately $80.2 million .

Immediately prior to the closing of the IPO, all then outstanding shares of the Company's convertible preferred stock were converted into 5,639,410 shares of common stock (or 14,098,519 shares of common stock after the 2.5 to 1 stock split described below). The related carrying value of shares of preferred stock, in the aggregate amount of approximately $6 thousand , was reclassified as common stock. Additionally, the Company amended and restated its certificate of incorporation, effective April 11, 2017 to, among other things, change the authorized number of shares of common stock to 300,000,000 and the authorized number of shares of preferred stock to 24,500,000 , each with a par value of $0.0004 per share.

Stock options granted to certain employees vest upon the satisfaction of the earlier of either a service condition or a liquidity condition. The service condition for these awards is generally satisfied over four years . The liquidity condition is satisfied upon the occurrence of a qualifying event, defined as the completion of the IPO, which occurred on April 11, 2017. The satisfaction of this vesting condition accelerated the expense attribution period for those stock options, and the Company recognized a cumulative share-based compensation expense for the portion of those stock options that met the liquidity condition.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

Stock Split

On December 11, 2015, the Board of Directors approved the ratio to effect a 2.5 -for-1 forward stock split of the Company's common stock. The stock split became effective in connection with the completion of the Company’s IPO. The Company's IPO and resulting stock split had the following effect on the Company's equity as of September 30, 2018 :


•	Convertible Preferred Stock: In April 2017, as a result of the IPO, all then outstanding shares of the Company's convertible preferred stock ( 5,639,410 ) were converted on a one-to-one basis without additional consideration into an aggregate of 5,639,410 shares of common stock and, thereafter, into 14,098,519 shares of common stock after the application of the 2.5 -for-1 forward stock split.

•

Common Stock: The IPO and resulting stock split caused an adjustment to the par value for the common stock, from $0.001 per share to $0.0004 per share, and caused a two-and-a-half times increase in the number of authorized and outstanding shares of common stock. The number of shares of common stock and per share common stock data in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted to reflect a 2.5 -for-1 forward stock split for all periods presented.

•

Share-Based Compensation: The IPO and resulting stock split decreased the exercise price for stock options by two-and-a-half times per share and reflected a two-and-a-half times increase in the number of stock options and restricted stock units ("RSUs") outstanding. The number of stock options and RSUs and per share common stock data in the accompanying unaudited condensed consolidated financial statements and related notes have been adjusted to reflect a 2.5 -for-1 forward stock split for all periods presented.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Significant items subject to such estimates and assumptions include the valuation of the allowance for loan losses, goodwill, long-lived and intangible assets, deferred revenues, contingencies, the fair value of derivatives, the income tax provision, valuation of share-based compensation and the valuation allowance against deferred tax assets. The Company bases its estimates on historical experience, current data and assumptions that are believed to be reasonable. Actual results in future periods could differ from those estimates.

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation and amortization. The following table summarizes the components of net property and equipment.



(Dollars in thousands)	September 30, 2018			December 31, 2017
Property and equipment, gross	$	89,886		$	69,927
Accumulated depreciation and amortization	(53,148		)	(45,678		)
Property and equipment, net	$	36,738		$	24,249

Equity Issuance Costs

Costs incurred related to the Company's IPO were deferred and included in Prepaid expenses and other assets in the unaudited condensed consolidated financial statements and were charged against the gross proceeds of the IPO (i.e., charged against Additional paid-in capital in the accompanying unaudited condensed consolidated financial statements) as of the closing of the IPO on April 11, 2017 . The balance of these equity issuance costs that were recorded against Additional paid-in capital in the unaudited Condensed Consolidated Balance Sheet at September 30, 2017 was approximately $6.7 million .

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

Interest Rate Caps

The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging ("ASC 815"). On January 11, 2018, the Company entered into two interest rate cap transactions with a counterparty to mitigate the floating rate interest risk on a portion of the debt underlying the Rise and Elastic portfolios. See Note 5—Notes Payable for additional information. The interest rate caps are designated as cash flow hedges against expected future cash flows attributable to future interest payments on debt facilities held by each entity. The Company initially reports the gains or losses related to the hedges as a component of Accumulated other comprehensive income in the Condensed Consolidated Balance Sheets in the period incurred and subsequently reclassifies the interest rate caps’ gains or losses to interest expense when the hedged expenses are recorded. The Company excludes the change in the time value of the interest rate caps in its assessment of their hedge effectiveness. The Company presents the cash flows from cash flow hedges in the same category in the Condensed Consolidated Statements of Cash Flows as the category for the cash flows from the hedged items. The interest rate caps do not contain any credit risk related contingent features. The Company’s hedging program is not designed for trading or speculative purposes.

For additional information related to derivative instruments, see Note 8—Fair Value Measurements.

Recently Adopted Accounting Standards

In March 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 ("ASU 2018-05"). The purpose of ASU 2018-05 is to incorporate the guidance pronounced through Staff Accounting Bulletin No. 118 ("SAB 118"). The Company has adopted all of the amendments of ASU 2018-05 on a prospective basis as of January 1, 2018. The adoption of ASU 2018-05 did not have a material impact on the Company's condensed consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ("ASU 2018-02"). The purpose of ASU 2018-02 is to allow an entity to elect to reclassify the stranded tax effects related to the Tax Cuts and Jobs Act from Accumulated other comprehensive income into Retained earnings. The amendments in ASU 2018-02 are effective for all entities for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is permitted. The Company adopted all amendments of ASU 2018-02 on a prospective basis as of January 1, 2018 and elected to reclassify the stranded tax effects resulting from the Tax Cuts and Jobs Act from Accumulated other comprehensive income to Accumulated deficit. The amount of the reclassification for the three and nine months ended September 30, 2018 was $0 and $920 thousand , respectively.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815)—Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12"). The purpose of ASU 2017-12 is to improve the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. In addition, ASU 2017-12 makes certain targeted improvements to simplify the application of the hedge accounting guidance. This guidance is effective for public companies for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Early adoption is permitted. The Company has adopted all of the amendments of ASU 2017-12 on a prospective basis as of January 1, 2018. Since the Company did not have derivatives accounted for as hedges prior to December 31, 2017, there was no cumulative-effect adjustment needed to Accumulated other comprehensive income and Accumulated deficit. The adoption of ASU 2017-12 did not have a material impact on the Company's condensed consolidated financial statements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"). The purpose of ASU 2017-09 is to provide clarity and reduce both the diversity in practice and the cost and complexity when applying the guidance to a change to the terms or conditions of a share-based payment award. Under this new guidance, an entity should account for the effects of a modification unless all of the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. (3) The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted all amendments of ASU 2017-09 on a prospective basis as of January 1, 2018. The adoption of ASU 2017-09 did not have a material impact on the Company's financial condition, results of operations or cash flows.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash a consensus of the FASB Emerging Issues Task Force ("ASU 2016-18"). The purpose of ASU 2016-18 is to reduce diversity in practice related to the classification and presentation of changes in restricted cash on the statement of cash flows. Under this new guidance, the statement of cash flows during the reporting period must explain the change in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017 and for interim periods within those fiscal years. The Company adopted all amendments of ASU 2016-18 on a retrospective basis as of January 1, 2018. Upon adoption, the Company included any restricted cash balances as part of cash and cash equivalents in its Condensed Consolidated Statements of Cash Flows and did not present the change in restricted cash balances as a separate line item under investing activities. The amount of the reclassification for the nine months ended September 30, 2018 and 2017 was immaterial for both periods.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") . ASU 2016-15 is intended to reduce diversity in practice for certain cash receipts and cash payments that are presented and classified in the statement of cash flows. For public entities, ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted all amendments of ASU 2016-15 on a prospective basis as of January 1, 2018. The adoption of ASU 2016-15 did not have a material impact on the Company's condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date ("ASU 2015-14"), which defers the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. In April 2016, the FASB issued ASU 2016-10, Revenues from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarifies the guidance related to identifying performance obligations and licensing implementation. The Company adopted all amendments of ASU 2016-10 using the alternative transition method, which requires the application of the guidance only to contracts that are uncompleted on the date of initial application. As a result of the scope exception for financial contracts, the Company's management determined that there are no material changes to the nature, extent or timing of revenues and expenses; additionally, the adoption of ASU 2014-09 did not have a significant impact to pretax income upon adoption as of September 30, 2018 .

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

Accounting Standards to be Adopted in Future Periods

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). The purpose of ASU 2018-15 is to provide additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Company is still assessing the potential impact of ASU 2018-15 on the Company's condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The purpose of ASU 2018-13 is to modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. This guidance is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years and requires both a prospective and retrospective approach to adoption based on amendment specifications. Early adoption of any removed or modified disclosures is permitted. Additional disclosures may be delayed until their effective date. The Company does not expect ASU 2018-13 to have a material impact on the Company's condensed consolidated financial statements.

In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements ("ASU 2018-09"). The purpose of ASU 2018-09 is to clarify, correct errors in, or make minor improvements to the Codification. Among other revisions, the amendments clarify that an entity should recognize excess tax benefits or tax deficiencies for share compensation expense that is taken on an entity’s tax return in the period in which the amount of the deduction is determined. This portion of the guidance is effective for public companies for fiscal years beginning after December 15, 2018 and requires a modified retrospective approach to adoption. The Company does not expect ASU 2018-09 to have a material impact on the Company's condensed consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The purpose of ASU 2017-04 is to simplify the subsequent measurement of goodwill. The amendments modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This guidance is effective for public companies for goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is still assessing the potential impact of ASU 2017-04 on the Company's condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 is intended to replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates to improve the quality of information available to financial statement users about expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. For public entities, ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is still assessing the potential impact of ASU 2016-13 on the Company's condensed consolidated financial statements. The internal financial controls processes in place for the Company's loan loss reserve process are expected to be impacted. The Company expects to complete its analysis of the impact in 2018.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 is intended to improve the reporting of leasing transactions to provide users of financial statements with more decision-useful information. ASU 2016-02 will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), which clarifies certain matters in the codification with the intention to correct unintended application of the guidance. Also in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which provides entities with an additional (and optional) transition method whereby the entity applies the new lease standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, under the new transition method, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new lease standard will continue to be in accordance with current US GAAP (Topic 840, Leases). ASU 2016-02, as amended, is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt the transition method in ASU 2018-11 by applying the practical expedient prospectively and by using the retrospective approach at the beginning of the period of adoption through cumulative-effect adjustment. The Company is still assessing the potential impact of ASU 2016-02 on the Company's condensed consolidated financial statements. The Company is progressing as planned for implementation on January 1, 2019. The Company expects adoption of the standard to result in the recognition of significant additional right of use assets and liabilities for operating leases, but to not have a material impact on the Condensed Consolidated Statements of Operations.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

NOTE 2 - EARNINGS PER SHARE

In April 2017, the Company effected a 2.5 -for-1 forward stock split of its common stock in connection with the completion of the IPO, which has been retroactively applied to previously reported share and earnings per share amounts.

Basic earnings per share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding ("WASO") during each period. Also, basic EPS includes any fully vested stock and unit awards that have not yet been issued as common stock. There are no unissued fully vested stock and unit awards at September 30, 2018 and 2017 .

Diluted EPS is computed by dividing net income (loss) by the WASO during each period plus any unvested stock option awards granted, vested unexercised stock options and unvested RSUs using the treasury stock method but only to the extent that these instruments dilute earnings per share.

The computation of earnings (loss) per share was as follows for three and nine months ended September 30, 2018 and 2017 :



	Three Months Ended September 30,					Nine Months Ended September 30,
(Dollars in thousands, except share and per share amounts)	2018			2017		2018		2017
Numerator (basic):
Net income (loss)	$	(4,234	)	$	590	$	8,377	$	5,278

Numerator (diluted):
Net income (loss)	$	(4,234	)	$	590	$	8,377	$	5,278

Denominator (basic):
Basic weighted average number of shares outstanding	43,182,208			41,717,231		42,653,947		31,211,084

Denominator (diluted):
Basic weighted average number of shares outstanding	43,182,208			41,717,231		42,653,947		31,211,084
Effect of potentially dilutive securities:
Employee share plans (options, RSUs and ESPP)	—			1,441,284		1,700,429		1,449,453
Diluted weighted average number of shares outstanding	43,182,208			43,158,515		44,354,376		32,660,537

Basic and diluted earnings per share:
Basic earnings (loss) per share	$	(0.10	)	$	0.01	$	0.20	$	0.17
Diluted earnings (loss) per share	$	(0.10	)	$	0.01	$	0.19	$	0.16

For the three months ended September 30, 2018 and 2017 , the Company excluded the following potential common shares from its diluted earnings per share calculation because including these shares would be anti-dilutive:


•	2,323,839 and 777,275 common shares issuable upon exercise of the Company's stock options; and


•	3,360,382 and 27,057 common shares issuable upon vesting of the Company's RSUs.

For the nine months ended September 30, 2018 and 2017 , the Company excluded the following potential common shares from its diluted earnings per share calculation because including these shares would be anti-dilutive:


•	131,859 and 420,324 common shares issuable upon exercise of the Company's stock options; and


•	699,318 and 1,196,858 common shares issuable upon vesting of the Company's RSUs.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

ASC Topic 260, “Earnings Per Share” (“ASC Topic 260”) requires companies with participating securities to utilize a two-class method for the computation of net income per share attributable to the Company. The two-class method requires a portion of net income attributable to the Company to be allocated to participating securities. Net losses are not allocated to participating securities unless those securities are obligated to participate in losses. The Company did not have any participating securities for the three and nine month periods ended September 30, 2018 and 2017 .

NOTE 3 - LOANS RECEIVABLE AND REVENUE

Revenues generated from the Company’s consumer loans for the three and nine months ended September 30, 2018 and 2017 were as follows:



	Three Months Ended September 30,
(Dollars in thousands)	2018		2017
Finance charges	$	119,147	$	104,495
CSO fees	15,593		13,662
Lines of credit fees	65,676		52,261
Other	1,064		2,433
Total revenues	$	201,480	$	172,851



	Nine Months Ended September 30,
(Dollars in thousands)	2018		2017
Finance charges	$	348,162	$	294,436
CSO fees	44,029		42,526
Lines of credit fees	183,877		137,841
Other	3,326		4,886
Total revenues	$	579,394	$	479,689

The Company's portfolio consists of both installment loans and lines of credit, which are considered the portfolio segments at September 30, 2018 and December 31, 2017 . The following reflects the credit quality of the Company’s loans receivable as of September 30, 2018 and December 31, 2017 as delinquency status has been identified as the primary credit quality indicator. The Company classifies its loans as either current or past due. A customer in good standing may request a 16 day grace period when or before a payment becomes due and, if granted, the loan is considered current during the grace period. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. All impaired loans that were not accounted for as a troubled debt restructuring ("TDR") as of September 30, 2018 and December 31, 2017 have been charged off.



	September 30, 2018
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Current loans	$	275,678		$	270,756		$	546,434
Past due loans	58,156			25,306			83,462
Total loans receivable	333,834			296,062			629,896
Net unamortized loan premium	—			2,502			2,502
Less: Allowance for loan losses	(54,888		)	(34,534		)	(89,422		)
Loans receivable, net	$	278,946		$	264,030		$	542,976

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017



	December 31, 2017
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Current loans	$	298,964		$	237,797		$	536,761
Past due loans	52,379			21,076			73,455
Total loans receivable	351,343			258,873			610,216
Net unamortized loan premium	—			2,349			2,349
Less: Allowance for loan losses	(59,076		)	(28,870		)	(87,946		)
Loans receivable, net	$	292,267		$	232,352		$	524,619

Total loans receivable includes approximately $36.7 million and $36.6 million of interest receivable at September 30, 2018 and December 31, 2017 , respectively. The carrying value for Loans receivable, net of the allowance for loan losses approximates the fair value due to the short-term nature of the loans receivable.

The changes in the allowance for loan losses for the three and nine months ended September 30, 2018 and 2017 are as follows:



	Three Months Ended September 30, 2018
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	51,137		$	29,394		$	80,531
Provision for loan losses	75,653			38,243			113,896
Charge-offs	(72,987		)	(35,832		)	(108,819		)
Recoveries of prior charge-offs	5,745			2,729			8,474
Effect of changes in foreign currency rates	(150		)	—			(150		)
Total	59,398			34,534			93,932
Accrual for CSO lender owned loans	(4,510		)	—			(4,510		)
Balance end of period	$	54,888		$	34,534		$	89,422



	Three Months Ended September 30, 2017
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	49,154		$	20,686		$	69,840
Provision for loan losses	64,396			31,807			96,203
Charge-offs	(61,837		)	(26,727		)	(88,564		)
Recoveries of prior charge-offs	6,296			2,036			8,332
Effect of changes in foreign currency rates	258			—			258
Total	58,267			27,802			86,069
Accrual for CSO lender owned loans	(5,097		)	—			(5,097		)
Balance end of period	$	53,170		$	27,802		$	80,972

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017



	Nine Months Ended September 30, 2018
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	64,919		$	28,870		$	93,789
Provision for loan losses	197,694			96,942			294,636
Charge-offs	(220,181		)	(98,877		)	(319,058		)
Recoveries of prior charge-offs	17,316			7,599			24,915
Effect of changes in foreign currency rates	(350		)	—			(350		)
Total	59,398			34,534			93,932
Accrual for CSO lender owned loans	(4,510		)	—			(4,510		)
Balance end of period	$	54,888		$	34,534		$	89,422



	Nine Months Ended September 30, 2017
(Dollars in thousands)	Rise and Sunny			Elastic			Total
Balance beginning of period	$	62,987		$	19,389		$	82,376
Provision for loan losses	174,250			77,043			251,293
Charge-offs	(197,519		)	(74,022		)	(271,541		)
Recoveries of prior charge-offs	17,757			5,392			23,149
Effect of changes in foreign currency rates	792			—			792
Total	58,267			27,802			86,069
Accrual for CSO lender owned loans	(5,097		)	—			(5,097		)
Balance end of period	$	53,170		$	27,802		$	80,972

As of September 30, 2018 and December 31, 2017 , respectively, estimated losses of approximately $4.5 million and $5.8 million for the CSO owned loans receivable guaranteed by the Company of approximately $41.4 million and $45.5 million , respectively, are initially recorded at fair value and are included in Accounts payable and accrued liabilities in the Condensed Consolidated Balance Sheets.

Troubled Debt Restructurings

In certain circumstances, the Company modifies the terms of its finance receivables for borrowers experiencing financial difficulties. Modifications may include principal and interest forgiveness. A modification of finance receivable terms is considered a TDR if the Company grants a concession to a borrower for economic or legal reasons related to the borrower’s financial difficulties that would not otherwise have been considered. Management considers TDRs to include all installment and line of credit loans that were granted principal and interest forgiveness as a part of a loss mitigation strategy for Rise and Elastic that began in October 2017. Once a loan has been classified as a TDR, it is assessed for impairment based on the present value of expected future cash flows discounted at the loan's original effective interest rate considering all available evidence. There were no loans that were modified as TDRs prior to October 2017.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The following table summarizes the financial effects, excluding impacts related to credit loss allowance and impairment, of TDRs for the three and nine months ended September 30, 2018 :



	Three Months Ended September 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Outstanding recorded investment before TDR	$	1,752
Outstanding recorded investment after TDR	1,437
Total principal and interest forgiveness included in charge-offs within the Allowance for loan losses	$	315



	Nine Months Ended September 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Outstanding recorded investment before TDR	$	6,850
Outstanding recorded investment after TDR	5,229
Total principal and interest forgiveness included in charge-offs within the Allowance for loan losses	$	1,621

A loan that has been classified as a TDR remains classified as a TDR until it is liquidated through payoff or charge-off. The table below presents the Company's average outstanding recorded investment and interest income recognized on TDR loans for the three and nine months ended September 30, 2018 :



	Three Months Ended September 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Average outstanding recorded investment(1)	$	2,813
Interest income recognized	$	640
1. Simple average based on the number of days between the modification date and the earlier of the liquidation date or September 30, 2018.



	Nine Months Ended September 30, 2018
(Dollars in thousands)	Installment loans and lines of credit
Average outstanding recorded investment(1)	$	3,930
Interest income recognized	$	3,454
1. Simple average based on the number of days between the modification date and the earlier of the liquidation date or September 30, 2018.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The table below presents the Company's loans modified as TDRs as of September 30, 2018 and December 31, 2017:



	Installment loans and lines of credit
(Dollars in thousands)	September 30, 2018			December 31, 2017
Current outstanding investment	$	960		$	2,661
Delinquent outstanding investment	1,795			2,445
Outstanding recorded investment	2,755			5,106
Less: Impairment	(538		)	(459		)
Outstanding recorded investment, net of impairment	$	2,217		$	4,647

A TDR is considered to have defaulted upon charge-off when it is over 60 days past due or earlier if deemed uncollectible. There were approximately $1.3 million and $8.4 million loan restructurings accounted for as TDRs that subsequently defaulted for the three and nine months ended September 30, 2018 , respectively. The Company had commitments to lend additional funds of approximately $0.1 million to customers with available and unfunded lines of credit as of September 30, 2018 .

NOTE 4—VARIABLE INTEREST ENTITIES

The Company is involved with four entities that are deemed to be a VIE: Elastic SPV, Ltd. and three Credit Services Organization ("CSO") lenders. Under ASC 810-10-15, Variable Interest Entities , a VIE is an entity that: (1) has an insufficient amount of equity investment at risk to permit the entity to finance its activities without additional subordinated financial support by other parties; (2) the equity investors are unable to make significant decisions about the entity’s activities through voting rights or similar rights; or (3) the equity investors do not have the obligation to absorb expected losses or the right to receive residual returns of the entity. The Company is required to consolidate a VIE if it is determined to be the primary beneficiary, that is, the enterprise has both (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE. The Company evaluates its relationships with VIEs to determine whether it is the primary beneficiary of a VIE at the time it becomes involved with the entity and it re-evaluates that conclusion each reporting period.

Elastic SPV, Ltd.

On July 1, 2015, the Company entered into several agreements with a third-party lender and Elastic SPV, Ltd. (“ESPV”), an entity formed by third party investors for the purpose of purchasing loan participations from the third-party lender. Per the terms of the agreements, the Company provides customer acquisition services to generate loan applications submitted to the third-party lender. In addition, the Company licenses loan underwriting software and provides services to the third party lender to evaluate the credit quality of those loan applications in accordance with the third-party lender’s credit policies. ESPV accounts for the loan participations acquired in accordance with ASC 860-10-40, Transfers and Services, Derecognition , as the lines of credit acquired meet the criteria of a participation interest.

Once the third-party lender originates the loan, ESPV has the right, but not the obligation, to purchase a 90% interest in each Elastic line of credit. Victory Park Management, LLC (“VPC”) entered into an agreement (the "ESPV Facility") under which it loans ESPV all funds necessary up to a maximum borrowing amount to purchase such participation interests in exchange for a fixed return (see Note 5—Notes Payable—ESPV Facility). The Company entered into a separate credit default protection agreement with ESPV whereby the Company agreed to provide credit protection to the investors in ESPV against Elastic loan losses in return for a credit premium. The Company does not hold a direct ownership interest in ESPV, however, as a result of the credit default protection agreement, ESPV was determined to be a VIE and the Company qualifies as the primary beneficiary.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The following table summarizes the assets and liabilities of the VIE that are included within the Company’s Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017 :



(Dollars in thousands)	September 30, 2018		December 31, 2017
ASSETS
Cash and cash equivalents	$	14,377	$	14,928
Loans receivable, net of allowance for loan losses of $34,534 and $28,869, respectively	264,030		232,353
Prepaid expenses and other assets ($64 and $50, respectively, eliminates upon consolidation)	168		50
Derivative asset at fair value (cost basis of $206 and $0, respectively)	587		—
Receivable from payment processors	12,620		9,889
Total assets	$	291,782	$	257,220
LIABILITIES AND SHAREHOLDER’S EQUITY
Accounts payable and accrued liabilities ($5,305 and $7,606, respectively, eliminates upon consolidation)	$	15,713	$	13,922
Deferred revenue	5,572		4,363
Reserve deposit liability ($35,250 and $31,200, respectively, eliminates upon consolidation)	35,250		31,200
Notes payable, net	234,867		207,735
Accumulated other comprehensive income	380		—
Total liabilities and shareholder’s equity	$	291,782	$	257,220

CSO Lenders

The three CSO lenders are considered VIE's of the Company; however, the Company does not have any ownership interest in the CSO lenders, does not exercise control over them, and is not the primary beneficiary, and therefore, does not consolidate the CSO lenders’ results with its results.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

NOTE 5—NOTES PAYABLE

The Company has two debt facilities with VPC. The Rise SPV, LLC ("RSPV," a subsidiary of the Company) credit facility (the "VPC Facility") and the ESPV Facility.

VPC Facility

The VPC Facility provides the following term notes:

•

A maximum borrowing amount of $350 million at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 11% used to fund the Rise loan portfolio (“US Term Note”). The blended interest rate on the outstanding balance at September 30, 2018 and December 31, 2017 was 12.75% and 12.64% , respectively. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the aggregate $240 million outstanding as of September 30, 2018 . See Note 8—Fair Value Measurements.

•

A maximum borrowing amount of $48 million at a base rate (defined as the 3-month LIBOR) plus 14% used to fund the UK Sunny loan portfolio (“UK Term Note”) as of September 30, 2018 . As of December 31, 2017 , the maximum borrowing amount was $48 million bearing interest at a base rate (defined as the 3-month LIBOR) plus 16% . The blended interest rate at September 30, 2018 and December 31, 2017 was 16.32% and 17.64% , respectively.

•

A maximum borrowing amount of $35 million at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 13% (“4 ^th Tranche Term Note”) as of September 30, 2018 . As of December 31, 2017 , the maximum borrowing amount was $25 million bearing interest at the greater of 18% or a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 17% . The blended interest rate at September 30, 2018 and December 31, 2017 was 15.32% and 18.64% , respectively.


•	A maximum borrowing amount of $0 and $10 million as of September 30, 2018 and December 31, 2017 , respectively. As of December 31, 2017 , the interest rate was the greater of 10% or a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 9% (“Convertible Term Notes”). The blended interest rate at December 31, 2017 was 10.64% .


•	As of January 30, 2018, the balance of the Convertible Term Notes was converted into the 4 ^th Tranche Term Notes.

In August 2018, the maturity date of $75 million outstanding under the US Term Note, which previously had a maturity date of August 13, 2018, was automatically extended to February 1, 2021 per the terms of the agreement. As a result of this extension, all amounts outstanding under the US Term Note, the UK Term Note and the 4th Tranche Term Note have a maturity date of February 1, 2021. The Convertible Term Note had a maturity date of January 30, 2018 but became a part of the 4 ^th Tranche Term Note on that date. There are no principal payments due or scheduled until the maturity date. All assets of the Company are pledged as collateral to secure the VPC Facility. The VPC Facility contains certain financial covenants that require, among other things, maintenance of minimum amounts and ratios of working capital; minimum amounts of tangible net worth; maximum ratio of indebtedness; and maximum ratios of charge-offs. The Company was in compliance with all covenants related to the VPC Facility as of September 30, 2018 and December 31, 2017 .

2017 Convertible Term Notes

The Convertible Term Notes were convertible, at the lender's option, into common stock upon the completion of specific defined liquidity events including certain equity financings, certain mergers and acquisitions or the sale of substantially all of the Company's assets, or during the period from the receipt of notice of the anticipated commencement of a roadshow in connection with the Company's IPO until immediately prior to the effectiveness of the Registration Statement in connection with such IPO. The Convertible Term Notes were convertible into common stock at the market value (or a set discount to market value) of the shares on the date of conversion and since the Convertible Term Notes included a conversion option that continuously reset as the underlying stock price increased or decreased and provided a fixed value of common stock to the lender, it was considered share-settled debt. The Company did not elect and was not required to measure the Convertible Term Notes at fair value; as such, the Company measured the Convertible Term Notes at the accreted value, determined using the effective interest method. The conversion rights were not exercised, and the Convertible Term Notes became a part of the 4 ^th Tranche Term Note on January 30, 2018.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The Convertible Term Notes contained embedded features that were required to be assessed as derivatives. The Company determined that two of the features it assessed were required to be bifurcated and accounted for under derivative accounting as follows: (i) An embedded redemption feature upon conversion into common shares of the Company's stock ("Share-Settlement Feature") that includes a provision for the adjustment to the conversion price to a price less than the transaction-date fair value price per share if the Company is a party to certain qualifying liquidity or equity financing transactions. The incremental undiscounted present value of the embedded redemption feature is $6.25 million . (ii) An embedded redemption feature that requires the Company to pay an amount up to $5 million ("Redemption Premium Feature") upon a cash redemption at maturity or upon a redemption caused by certain events of default.

These two embedded features have been accounted for together as a single compound derivative. The Company estimated the fair value of the compound derivative using a probability-weighted valuation scenario model. The assumptions included in the calculations are highly subjective and subject to interpretation. The fair value of the single compound derivative was recognized as principal draw-downs were made and in proportion to the amount of principal draw-downs to the maximum borrowing amount. The initial fair value of the single compound derivative is recognized and presented as a debt discount and a derivative liability. The debt discount is amortized using the effective interest method from the principal draw-down date(s) through the maturity date. The derivative liability is accounted for in the same manner as a freestanding derivative pursuant to ASC 815, with subsequent changes in fair value recorded in earnings each period.

During the period from the receipt of notice from the Company to VPC of the anticipated commencement of the roadshow in connection with its IPO until immediately prior to the effectiveness of the Registration Statement, VPC had the option to convert the Convertible Term Notes, in whole or in part, into that number of shares of the Company's common stock determined by the outstanding principal balance of and accrued, but unpaid, interest on the Convertible Term Notes divided by the product of (a) 0.8 multiplied by (b) the IPO price per share. VPC did not elect to exercise its right to convert; however, VPC purchased 2.3 million shares in the offering at the IPO price, and the Company used the proceeds from that purchase, approximately $14.9 million , to reduce an equivalent amount of indebtedness under the Convertible Term Notes. Accordingly, the Company released $2.0 million of the debt discount associated with this repayment into Net interest expense on the Condensed Consolidated Statements of Operations.

Additionally, upon the effectiveness of the Registration Statement, VPC's option to convert was terminated, and the Convertible Term Notes were no longer convertible in whole or in part into shares of the Company's common stock. Furthermore, VPC agreed to waive approximately $3 million of the Redemption Premium Feature associated with the $14.9 million of Convertible Term Notes the Company repaid. The remaining fair value of the derivative recognized by the Company at December 31, 2017 relates to the Redemption Premium Feature. See Note 8—Fair Value Measurements for additional information. The debt discount on the Convertible Term Notes was fully amortized and the exit premium under the Convertible Term Notes of $2.0 million was due and paid on January 30, 2018.

ESPV Facility

The ESPV Facility is used to purchase loan participations from a third-party lender and has a $250 million commitment amount. Interest is charged at a base rate (defined as the greater of the 3 month LIBOR rate or 1% per annum) plus 13% for the outstanding balance up to $50 million , plus 12% for the outstanding balance greater than $50 million up to $100 million , plus 13.5% for any amounts greater than $100 million up to $150 million , and plus 12.75% for borrowing amounts greater than $150 million . All of the tiered rates will decrease by 1% effective July 1, 2019. In August 2018, the maturity date of $49 million outstanding under the ESPV Facility, which previously had a maturity date of August 13, 2018, was automatically extended to July 1, 2021 per the terms of the agreement. As a result of this extension, all amounts outstanding under the ESPV Facility have a maturity date of July 1, 2021. The blended interest rate at September 30, 2018 and December 31, 2017 was 14.60% and 14.45% , respectively. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on an aggregate $216 million outstanding as of September 30, 2018 . See Note 8—Fair Value Measurements.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

There are no principal payments due or scheduled until the respective maturity dates. All assets of the Company and ESPV are pledged as collateral to secure the ESPV Facility. The ESPV Facility contains financial covenants, including a borrowing base calculation and certain financial ratios. ESPV was in compliance with all covenants related to the ESPV Facility as of September 30, 2018 and December 31, 2017 .

VPC and ESPV Facilities:

The outstanding balances of Notes payable, net of debt issuance costs, are as follows:



(Dollars in thousands)	September 30, 2018			December 31, 2017
US Term Note bearing interest at 3-month LIBOR +11%	$	240,000		$	240,000
UK Term Note bearing interest at 3-month LIBOR + 14% (2018) + 16% (2017)	39,481			31,210
4th Tranche Term Note bearing interest at 3-month LIBOR + 13% (2018) + 17% (2017)	35,050			25,000
Convertible Term Notes bearing interest at 3-month LIBOR + 9%	—			10,050
ESPV Term Note bearing interest at 3-month LIBOR + 12-13.5%	235,000			208,000
Debt discount and issuance costs	(571		)	(965		)
Total	$	548,960		$	513,295

The Company has evaluated the interest rates for its debt and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for the debt approximates the fair value.

Future debt maturities as of September 30, 2018 are as follows:



Year (dollars in thousands)	September 30, 2018
Remainder of 2018	$	—
2019	—
2020	—
2021	549,531
2022	—
Total	$	549,531

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

NOTE 6—GOODWILL AND INTANGIBLE ASSETS

The carrying value of goodwill at September 30, 2018 and December 31, 2017 was approximately $16 million . There were no changes to goodwill during the three and nine months ended September 30, 2018 . Goodwill represents the excess purchase price over the estimated fair market value of the net assets acquired by the predecessor parent company, Think Finance, Inc. ("Think Finance") related to the Elastic and UK reporting units. Of the total goodwill balance, approximately $0.5 million is deductible for tax purposes.

The carrying value of acquired intangible assets as of September 30, 2018 is presented in the table below:



(Dollars in thousands)	Cost		Accumulated Amortization			Net
Assets subject to amortization:
Acquired technology	$	946	(946		)	$	—
Non-compete	3,404		(2,228		)	1,176
Customers	126		(126		)	—
Assets not subject to amortization:
Domain names	680		—			680
Total	$	5,156	$	(3,300	)	$	1,856

The carrying value of acquired intangible assets as of December 31, 2017 is presented in the table below:



(Dollars in thousands)	Cost		Accumulated Amortization			Net
Assets subject to amortization:
Acquired technology	$	946	$	(946	)	$	—
Non-compete	3,404		(1,961		)	1,443
Customers	126		(126		)	—
Assets not subject to amortization:
Domain names	680		—			680
Total	$	5,156	$	(3,033	)	$	2,123

In May 2018, a party to a non-compete agreement terminated employment with the Company. The terms of the non-compete agreement expire one year after termination. The Company determined that the useful life of the non-compete agreement should coincide with its expiration and will therefore amortize the remaining carrying value on a straight line basis through May 2019. As of September 30, 2018, the non-compete agreement has a carrying value of $304 thousand .

Total amortization expense recognized for the three months ended September 30, 2018 and 2017 was approximately $144 thousand and $45 thousand , respectively. Total amortization expense recognized for the nine months ended September 30, 2018 and 2017 was approximately $267 thousand and $136 thousand , respectively. The weighted average remaining amortization period for the intangible assets was 5.5 years at September 30, 2018 .

Estimated amortization expense relating to intangible assets subject to amortization for each of the five succeeding fiscal years is as follows:



Year (dollars in thousands)	Amount
2019	$	310
2020	120
2021	120
2022	120
2023	120

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

NOTE 7—SHARE-BASED COMPENSATION

Share-based compensation expense recognized for the three months ended September 30, 2018 and 2017 totaled approximately $2.4 million and $1.6 million , respectively. Share-based compensation expense recognized for the nine months ended September 30, 2018 and 2017 totaled approximately $6.0 million and $4.4 million , respectively.

2016 Omnibus Incentive Plan

The 2016 Omnibus Incentive Plan ("2016 Plan") was adopted by the Company’s Board of Directors on January 5, 2016 and approved by the Company’s stockholders thereafter. The 2016 Plan became effective on June 23, 2016. The 2016 Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of non-qualified stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to the Company’s employees, directors and consultants. In connection with the 2016 Plan, the Company has reserved but not issued 6,474,914 shares of common stock, which includes shares that would otherwise return to the 2014 Equity Incentive Plan (the "2014 Plan") as a result of forfeiture, termination, or expiration of awards previously granted under the 2014 Plan and outstanding when the 2016 Plan became effective.

The 2016 Plan will automatically terminate 10 years following the date it became effective, unless the Company terminates it sooner. In addition, the Company’s Board of Directors has the authority to amend, suspend or terminate the 2016 Plan provided such action does not impair the rights under any outstanding award.

As of September 30, 2018, the total number of shares available for future grants under the 2016 Plan was 845,986 shares.

The Company has in the past and may in the future make grants of share-based compensation as inducement awards to new employees who are outside the 2016 Plan. The Company's board may rely on the employment inducement exception under NYSE Rule 303A.08 in order to approve the grants.

2014 Equity Incentive Plan

The Company adopted the 2014 Plan on May 1, 2014. The 2014 Plan permitted the grant of incentive stock options, nonstatutory stock options, and restricted stock. On April 27, 2017, the Company's Board of Directors terminated the 2014 Plan as to future awards and confirmed that underlying shares corresponding to awards under the 2014 Plan that were outstanding at the time the 2016 Plan became effective, that are forfeited, terminated or expired, will become available for issuance under the 2016 Plan.

For the nine months ended September 30, 2018 , the Company had the following activity related to outstanding share-based awards:

Stock Options

Stock options are awarded to encourage ownership of the Company's common stock by employees and to provide increased incentive for employees to render services and to exert maximum effort for the success of the Company. The Company's stock options generally permit net-share settlement upon exercise. The option exercise price, vesting schedule and exercise period are determined for each grant by the administrator of the applicable plan. The Company's stock options generally have a 10 -year contractual term and vest over a 4 -year period.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

A summary of stock option activity as of and for the nine months ended September 30, 2018 is presented below:



Stock Options	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)
Outstanding at December 31, 2017	2,528,925		$	4.48
Granted	89,731		6.27
Exercised	(271,891	)	3.67
Forfeited	(16,598	)	6.45
Outstanding at September 30, 2018	2,330,167		4.63		5.05
Options exercisable at September 30, 2018	2,172,363		$	4.49	4.81

On March 9, 2018, the Company began offering a Save as You Earn Plan ("SAYE") to eligible UK employees. The Company granted 89,731 SAYE options under the 2016 Plan for the nine months ended September 30, 2018 .

At September 30, 2018 , there was approximately $0.4 million of unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted average period of 1.9 years. The total intrinsic value of options exercised for the nine months ended September 30, 2018 was $1.2 million .

Restricted Stock Units

RSUs are awarded to serve as a key retention tool for the Company to retain its executives and key employees. RSUs will transfer value to the holder even if the Company’s stock price falls below the price on the date of grant, provided that the recipient provides the requisite service during the period required for the award to “vest.”

The weighted-average grant-date fair value for RSUs granted under the 2016 Plan during the nine months ended September 30, 2018 was $8.39 . These RSUs primarily vest 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

A summary of RSU activity as of and for the nine months ended September 30, 2018 is presented below:



RSUs	Shares		Weighted Average Grant-Date Fair Value		Weighted Average Remaining Contractual Life (in years)
Nonvested at December 31, 2017	2,784,524		$	7.55
Granted	1,545,393		8.35
Vested	(717,225	)	7.56
Forfeited	(246,730	)	7.59
Nonvested at September 30, 2018	3,365,962		7.91		9.06
Expected to vest at September 30, 2018	2,650,330		$	7.89	9.04

Included in the above grants, the Company entered into an RSU Agreement with a certain employee in January 2018 whereby 67,204 RSUs at a weighted average grant date fair value of $7.44 were authorized and granted as an inducement award outside the 2016 Plan. This award has a contractual term of 10 years and vests 25% on the first anniversary of the effective date, and 25% each year thereafter, until full vesting on the fourth anniversary of the effective date.

At September 30, 2018 , there was approximately $17.7 million of unrecognized compensation cost related to non-vested RSUs which is expected to be recognized over a weighted average period of 2.9 years. During the nine months ended September 30, 2018 , the total vest-date fair value of RSUs was approximately $5.4 million . As of September 30, 2018 , the aggregate intrinsic value of the vested and expected to vest RSUs was approximately $21.4 million .

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

Employee Stock Purchase Plan

The Company offers an Employee Stock Purchase Plan ("ESPP") to eligible US employees. There are currently 946,655 shares authorized and 804,750 reserved for the ESPP. There have been 61,996 shares purchased under the ESPP for the nine months ended September 30, 2018 . Within share-based compensation expense for the three and nine months ended September 30, 2018 , $147 thousand and $415 thousand , respectively, relates to the ESPP. There was $166 thousand of ESPP expense for both the three and nine months ended September 30, 2017 .

NOTE 8—FAIR VALUE MEASUREMENTS

The accounting guidance on fair value measurements establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).

The Company groups its assets and liabilities measured at fair value in three levels of the fair value hierarchy, based on the fair value measurement technique, as described below:

Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets and liabilities in active exchange markets that the Company has the ability to access at the measurement date.

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques with significant assumptions and inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3—Valuation is derived from model-based techniques that use inputs and significant assumptions that are supported by little or no observable market data. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of pricing models, discounted cash flow models and similar techniques.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred. For the nine month periods ended September 30, 2018 and 2017 , there were no significant transfers between levels.

The level of fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is most significant to the fair value measurement in its entirety. In the determination of the classification of assets and liabilities in Level 2 or Level 3 of the fair value hierarchy, the Company considers all available information, including observable market data, indications of market conditions, and its understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances, judgments are made regarding the significance of the Level 3 inputs to the fair value measurements of the respective assets and liabilities in their entirety. If the valuation techniques that are most significant to the fair value measurements are principally derived from assumptions and inputs that are corroborated by little or no observable market data, the asset or liability is classified as Level 3.

Financial Assets and Liabilities Not Measured at Fair Value

The Company has evaluated Loans receivable, net of allowance for loan losses, Receivable from CSO lenders, Receivable from payment processors and Accounts payable and accrued expenses and believes the carrying value approximates the fair value due to the short-term nature of these balances. The Company has also evaluated the interest rates for Notes payable, net and believes they represent market rates based on the Company’s size, industry, operations and recent amendments. As a result, the carrying value for Notes payable, net approximates the fair value. The Company classifies its fair value measurement techniques for the fair value disclosures associated with Loans receivable, net of allowance for loan losses, Receivable from CSO lenders, Receivable from payment processors, Accounts payable and accrued liabilities and Notes payable, net as Level 3 in accordance with ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”).

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

Fair Value Measurements on a Recurring Basis

As previously discussed, the Company's Convertible Term Notes had embedded features that were required to be assessed as derivatives. This liability was considered to be Level 3 in accordance with ASC 820-10 and was measured at fair value on a recurring basis. See Note 5—Notes Payable for additional information.

On January 11, 2018, the Company entered into two interest rate cap transactions with a counterparty to mitigate the floating rate interest risk on a portion of the debt under the VPC Facility and the ESPV Facility. On January 16, 2018, the Company paid fixed premiums of $719 thousand and $648 thousand for the interest rate caps on the US Term Note (under the VPC Facility) and the ESPV Facility, respectively. The interest rate caps qualify for hedge accounting as cash flow hedges. Gains and losses on the interest rate caps are recognized in Accumulated other comprehensive income in the period incurred and are subsequently reclassified to Interest expense when the hedged expenses are recorded. The interest rate caps have a maturity date of February 1, 2019; therefore the Company expects all of the gains to be recognized in Interest expense in the next twelve months.

The Company uses model-derived valuations that discount the future expected cash receipts that would occur if variable interest rates rise above the strike price of the caps. The variable interest rates used in the calculation of projected receipts on the caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities in active markets (Level 2). The following tables summarize these interest rate caps as of and for the three and nine months ended September 30, 2018 (dollars in thousands):



Contract date	Maturity date	Hedged interest rate payments' related note payable	Strike rate		Notional amount		Fair value
January 11, 2018	February 1, 2019	US Term Note	1.75	%	$	240,000	$	652
January 11, 2018	February 1, 2019	ESPV Facility	1.75	%	216,000		586
					$	456,000	$	1,238



Unrealized gains (losses) recognized in Accumulated other comprehensive income	As of September 30, 2018
US Term Note interest rate cap	$	423
ESPV Facility interest rate cap	380
	$	803

Gains recognized in Interest expense	Three months ended September 30, 2018		Nine months ended September 30, 2018
US Term Note interest rate cap	$	358	$	766
ESPV Facility interest rate cap	322		690
	$	680	$	1,456

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The Company has no derivative amounts subject to enforceable master netting arrangements that are offset on the Condensed Consolidated Balance Sheets. The Derivative liability related to the Convertible Term Notes is measured at fair value on a recurring basis. The changes in the Derivative liability for the three and nine months ended September 30, 2018 and 2017 are shown in the following table:



(Dollars in thousands)	Embedded Derivative Liability in Convertible Term Notes
Balance, December 31, 2016	$	1,750
Additional derivative recognized upon $15.0 million draw on the underlying Convertible Term Note	2,517
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Statements of Operations)	133
Balance, March 31, 2017	$	4,400
Reduction of derivative due to $14.9 million repayment of the underlying Convertible Term Note (Non-Operating expense in the Condensed Consolidated Statements of Operations)	(2,746		)
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Statements of Operations)	100
Balance, June 30, 2017	$	1,754
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Statements of Operations)	106
Balance, September 30, 2017	$	1,860

Balance, December 31, 2017	$	1,972
Settlement of derivative due to conversion of the underlying Convertible Term Note to 4 ^th Tranche Term Note	(2,010		)
Fair value adjustment (Non-Operating expense in the Condensed Consolidated Statements of Operations)	38
Balance, March 31, 2018	$	—
Balance, June 30, 2018	$	—
Balance, September 30, 2018	$	—

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The Company’s derivative liability associated with its Convertible Term Notes was measured at fair value using a probability-weighted valuation scenario model based on the likelihood of the Company successfully completing an IPO or other qualified financing. The inputs and assumptions included in the calculations were highly subjective and subject to interpretation and included inputs and assumptions including estimates of redemption and conversion behaviors. Significant unobservable estimates of redemption and conversion behaviors prior to the IPO included (i) the 75% cumulative probability for the Company’s successful achievement of an IPO or other qualified financing prior to January 31, 2018 and (ii) the 90% probability that the Convertible Term Notes would be required to be redeemed at their maturation on January 31, 2018 (i.e., the holder would opt-out of converting the Convertible Term Notes into shares of the Company's common stock). The floating rate was based on the three-month LIBOR rate. The risk-free interest rate was based on the implied yield available on US Treasury zero-coupon issues over the expected life of the Convertible Term Notes. The expected life was impacted by all of the underlying assumptions and calibration of the Company’s model. Significant increases or decreases in inputs would result in significantly lower or higher fair value measurements. The ranges of significant inputs and assumptions used in measuring the fair value of the embedded derivative liability in the Convertible Term Notes as of December 31, 2017 were as follows:



	December 31, 2017
Expected life (months)	1
Conversion discount percentage	N/A
Floating rate	10.69% - 10.77%
Risk-free rate	1.58	%
Market yield	23.81	%
Non-marketability discount	N/A
Non-marketability discount volatility	N/A

NOTE 9—INCOME TAXES

Income tax expense for the three and nine months ended September 30, 2018 and 2017 consists of the following:



	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2018			2017			2018			2017
Current income tax expense (benefit):
Federal	$	—		$	72		$	(5	)	$	227
State	117			(57		)	150			359
Foreign	—			—			115			—
Total current income tax expense	117			15			260			586

Deferred income tax expense (benefit):
Federal	(1,903		)	(3,029		)	2,844			(2,464		)
State	(402		)	(842		)	502			(767		)
Stock options	41			(68		)	(213		)	(758		)
Deductible IPO costs	—			(55		)	—			(859		)
R&D credits	(1,062		)	—			(1,857		)	—
Total deferred income tax expense (benefit)	(3,326		)	(3,994		)	1,276			(4,848		)

Total income tax expense (benefit)	$	(3,209	)	$	(3,979	)	$	1,536		$	(4,262	)

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act", or "Tax Reform") was enacted into law. The Act contains several changes to the US federal tax law including a reduction to the US federal corporate tax rate from 35% to 21%, an acceleration of the expensing of certain business assets, a reduction to the amount of executive pay that could qualify as a tax deduction, the addition of a repatriation tax on any accumulated offshore earnings and profit and a new minimum tax on certain non-US earnings, irrespective of the territorial system of taxation. In addition, it generally allows for the repatriation of future earnings of foreign subsidiaries without incurring additional US taxes by transitioning to a territorial system of taxation (Global Intangible Low-Taxed Income or “GILTI”). The Act is unclear in many respects and could be subject to potential amendments and technical correction, as well as interpretations and implementing regulations by the Treasury Department and Internal Revenue Service (the “IRS”), any of which could affect the estimates included in these financial statements. In addition, it is unclear how these US federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. The Company will continue to evaluate if any adjustment is required, and if any adjustment is required, it will be reflected as an additional expense or benefit in the 2018 financial statements, as allowed by SEC Staff Accounting Bulletin No. 118 ("SAB 118").

On December 22, 2017, the SEC issued SAB 118, which provides guidance on accounting for tax effects of the Tax Reform. SAB 118 provides a measurement period of up to one year from the enactment date to complete the accounting. The Company has completed its accounting of the impact of the reduction in the corporate tax rate and the remeasurement of certain deferred tax assets and liabilities based on the rate at which they are expected to reverse in the future, which is generally 21%. The ultimate impact may differ from the amounts recorded, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made and additional regulatory guidance that may be issued. Any adjustments made to provisional amounts under SAB 118 will be recorded as discrete adjustments in the period identified, not to extend beyond the one-year measurement period provided in SAB 118. During the three and nine months ended September 30, 2018 , the Company recorded benefits of $0 and $50 thousand , respectively, to its provisional amounts related to Tax Reform, which had no material impact to the consolidated and the US effective tax rates for the nine months ended September 30, 2018 .

The Company also continues to evaluate the impact of the GILTI provisions under the Tax Reform, which are complex and subject to continuing regulatory interpretation by the IRS. The Company is required to make an accounting policy election of either (1) treating taxes due on future US inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy election with respect to the new GILTI tax rules will depend, in part, on analyzing its consolidated income to determine whether it can reasonably estimate the tax impact. In addition, the Company is awaiting further interpretive guidance in connection with the computation of the GILTI tax. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI tax recorded in its consolidated financial statements may be required based on the outcome of this election.

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company would make a cumulative adjustment in that quarter.

The Company’s consolidated effective tax rates for the nine months ended September 30, 2018 and 2017 , including discrete items, were 15% and negative 419% , respectively, while the US effective tax rates were 10% and 153% , respectively. For the nine months ended September 30, 2018 and 2017 , the Company’s effective tax rate differed from the standard corporate federal income tax rate of 21% and 35% for the US, respectively, and 19% for the UK primarily due to its permanent non-deductible and discrete tax items. In addition, the US effective tax rate is impacted by the Company's corporate state tax obligations in the states where it has lending activities. The Company's US cash effective tax rate was approximately 1% .

For purposes of evaluating the need for a deferred tax valuation allowance, significant weight is given to evidence that can be objectively verified. The following provides an overview of the assessment that was performed for both the domestic and foreign deferred tax assets, net.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

US deferred tax assets, net

At September 30, 2018 and December 31, 2017 , the Company did not establish a valuation allowance for its US deferred tax assets (“DTA”) based on management’s expectation of generating sufficient taxable income in a look forward period over the next three to five years. The unutilized net operating loss ("NOL") carryforward from US operations at September 30, 2018 and December 31, 2017 was approximately $43.4 million for both periods. The NOLs were generated prior to January 1, 2018 and can be carried forward until 2034. The ultimate realization of the resulting deferred tax asset is dependent upon generating sufficient taxable income. The Company considered the following positive and negative factors when making their assessment regarding the ultimate realizability of the deferred tax assets.

Significant positive factors included the following:


•	The Company is in a forecasted 3-year cumulative pre-tax income position through December 31, 2018. The Company had incurred pre-tax losses in prior years with the pre-tax loss narrowing each year due to the growth in the products and scaling of the business since the spin-off date.

•

In 2017, the Company continued to grow its operating income (from $48 million in 2016 to $71 million in 2017). The US-only pre-tax loss decreased from $10.4 million in 2016 to $4.5 million in 2017, a 57% improvement from prior year. The US only pre-tax loss is attributed to slower loan growth for Rise early in the year, due to a delay in the tax refund season, coupled with slower loan growth for Elastic, in September and October, due to the impact of the hurricanes in Texas and Florida.

•

In 2018, the Company is forecasting US pre-tax income as it continues to grow its business and generate even greater operating income and is in a forecasted three-year cumulative pre-tax income position. The continued growth of the loan portfolio within the credit quality and marketing cost targets will drive improved gross margins for the Company. The Company's operating expenses are within targeted efficiency ratios and are expected to hold flat. The Company used the IPO proceeds to pay down its debt balances, as well as re-negotiated its debt facilities to lower interest rates, which will drive improved profitability from lower interest costs in future years. Various forecast scenarios have been performed with the results reflecting usage of approximately 13% of the US NOL in 2018 and the balance during 2019. The Company's operating income for the nine months ended September 30, 2018 was $69.0 million , a 37% improvement over the prior year period.

•

Management’s success in developing accurate forecasts and management’s track record of launching new and successful products is another source of positive evidence which was evaluated. The Company believes that the unique circumstance of the 2014 spin-off from a company that was successful prior to the spin-off provides it with several positive objectively verifiable factors that would not normally be available to a new company with a limited operating history.

There were no significant negative factors.

The Company has given due consideration to all the factors and believes the positive evidence outweighs the negative evidence and has concluded that the US deferred tax asset is expected to be realized based on management’s expectation of generating sufficient pre-tax income over the next three to five years. Although realization is not assured, management believes it is more likely than not that all of the recorded deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be adjusted in the future if estimates of future taxable income change.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

UK deferred tax assets, net

At September 30, 2018 and December 31, 2017 , the Company recognized a full valuation allowance for its foreign deferred tax assets due to the lack of sufficient objective evidence regarding the realization of these assets in the foreseeable future. The Company assesses the UK deferred tax assets on a quarterly basis, and, as a result, there have been no changes as of September 30, 2018 . Regardless of the deferred tax valuation allowance recognized at September 30, 2018 and December 31, 2017 , the Company continues to retain NOL carryforwards for foreign income tax purposes of approximately $59.4 million , available to offset future foreign taxable income. To the extent that the Company generates taxable income in the future to utilize the tax benefits of the related deferred tax assets, subject to certain potential limitations, it may be able to reduce its effective tax rate by reducing the valuation allowance. The Company’s foreign NOL carryforward of approximately $59.4 million at September 30, 2018 and December 31, 2017 can be carried forward indefinitely.

NOTE 10—COMMITMENTS, CONTINGENCIES AND GUARANTEES

Contingencies

Currently and from time to time, the Company may become a defendant in various legal and regulatory actions that arise in the ordinary course of business. The Company generally cannot predict the eventual outcome, the timing of the resolution or the potential losses, fines or penalties of such legal and regulatory actions. Actual outcomes or losses may differ materially from the Company's current assessments and estimates, which could have a material adverse effect on the Company's business, financial condition and results of operation.

In accordance with applicable accounting guidance, the Company establishes an accrued liability for litigation, regulatory matters and other legal proceedings when those matters present material loss contingencies that are both probable and reasonably estimable. Even when an accrual is recorded, the Company may be exposed to loss in excess of any amounts accrued.

UK Claims Accrual:

During the three months ended September 30, 2018 , the Company's UK business began to receive an increased number of customer complaints initiated by claims management companies ("CMCs") related to the affordability assessment of certain loans. If the Company's evidence supports the affordability assessment and the Company rejects the claim, the customer has the right to take the complaint to the Financial Ombudsman Service for further adjudication. The CMCs' campaign against the high cost lending industry increased significantly during the third quarter of 2018 resulting in a significant increase in affordability claims against all companies in the industry during this period. The Company believes that many of the increased claims against it are without merit and reflect the use of abusive and deceptive tactics by the CMCs. The Financial Conduct Authority, a regulator in the UK financial services industry, expects to begin regulating the CMCs in April 2019 in order to ensure that the methods used by the CMCs are in the best interests of the consumer and the industry.

As of September 30, 2018 , the Company accrued approximately $947 thousand for the claims that were determined to be probable and reasonably estimable based on the Company's historical loss rates related to these claims. This accrual is recognized as Other cost of sales in the Statement of Operations and as Accounts payable and accrued liabilities on the Condensed Consolidated Balance Sheets. There was no expense accrued in the prior year. The outcomes of the adjudication of these claims may differ from the Company's estimates, and as a result, the Company's estimates may change in the near term and the effect of any such change could be material to the financial statements. The Company continues to monitor the matters for further developments that could affect the amount of the accrued liability recognized.

Commitments

The Elastic product, which offers lines of credit to consumers, had approximately $254.6 million and $198.9 million in available and unfunded credit lines at September 30, 2018 and December 31, 2017 , respectively. In May 2017, the Rise product began offering lines of credit to consumers in certain states and had approximately $9.4 million and $3.5 million at September 30, 2018 and December 31, 2017 , respectively, in available and unfunded credit lines. While these amounts represented the total available unused credit lines, the Company has not experienced and does not anticipate that all line of credit customers will access their entire available credit lines at any given point in time. The Company has not recorded a loan loss reserve for unfunded credit lines as the Company has the ability to cancel commitments within a relatively short timeframe.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

Effective June 2017, the Company entered into a seven year lease agreement for office space in California. Upon the commencement of the lease, the Company was required to provide the lessor with an irrevocable and unconditional $500 thousand letter of credit. Provided the Company is not in default of any terms of the lease agreement, the outstanding required balance of the letter of credit will be reduced by $100 thousand per year beginning on the second anniversary of the lease commencement and ending on the fifth anniversary of the lease agreement. The minimum balance of the letter of credit will be at least $100 thousand throughout the duration of the lease. At both September 30, 2018 and December 31, 2017 , the Company had $500 thousand of cash balances securing the letter of credit which is included in Restricted cash within the Condensed Consolidated Balance Sheets.

Guarantees

In connection with its CSO programs, the Company guarantees consumer loan payment obligations to CSO lenders and is required to purchase any defaulted loans it has guaranteed. The guarantee represents an obligation to purchase specific loans that go into default.

Indemnification

In the ordinary course of business, the Company may indemnify customers, vendors, lessors, investors, and other parties for certain matters subject to various terms and scopes. For example, the Company's may indemnify certain parties for losses due to the Company's breach of certain agreements or due to certain services it provides. The Company has not incurred material costs to settle claims related to such indemnification provisions as of September 30, 2018 and December 31, 2017 . The fair value of these liabilities is immaterial; accordingly, there are no liabilities recorded for these agreements as of September 30, 2018 and December 31, 2017 .

NOTE 11—OPERATING SEGMENT INFORMATION

The Company determines operating segments based on how its chief operating decision-maker manages the business, including making operating decisions, deciding how to allocate resources and evaluating operating performance. The Company's chief operating decision-maker is its Chief Executive Officer, who reviews its consolidated operating results on a monthly basis.

The Company has one reportable segment, which provides online credit products for non-prime consumers, which is composed of the Company’s operations in the US and the UK. The Company has aggregated all components of its business into a single reportable segment based on the similarities of the economic characteristics, the nature of the products and services, the distribution methods, the type of customers, and the nature of the regulatory environments.

Information related to each reportable segment is outlined below. Segment revenue is used to measure performance because management believes that this information is the most relevant in evaluating the results of the respective segments relative to other entities that operate in the same industry.

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017

The following tables summarize the allocation of net revenues and long-lived assets based on geography:



	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2018		2017		2018		2017
Revenues
United States	$	169,468	$	146,904	$	487,683	$	403,990
United Kingdom	32,012		25,947		91,711		75,699
Total	$	201,480	$	172,851	$	579,394	$	479,689

	September 30, 2018		December 31, 2017
Long-lived assets
United States	$	38,300	$	29,317
United Kingdom	16,321		13,082
Total	$	54,621	$	42,399

NOTE 12—RELATED PARTIES

The Company has entered into sublease agreements with Think Finance for office space that expire beginning in 2018 through 2019. Total rent and utility payments made to Think Finance for office space were approximately $233 thousand and $219 thousand for the three months ended September 30, 2018 and 2017 , respectively, and approximately $818 thousand and $678 thousand for the nine months ended September 30, 2018 and 2017 , respectively. Rent and utility expense is included in Occupancy and equipment within the Condensed Consolidated Statements of Operations. There were no expenses for equipment for each of the three months ended September 30, 2018 and 2017 , and approximately $0 thousand and $42 thousand for the nine months ended September 30, 2018 and 2017 , respectively. Equipment payments were included as a reduction of the capital lease liability included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets and as interest expense included in Net interest expense within the Condensed Consolidated Statements of Operations.

At September 30, 2018 and December 31, 2017 , the Company had approximately $45 thousand and $95 thousand , respectively, due to Think Finance related to reimbursable costs, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

Expenses related to our board of directors, including board fees, travel reimbursements, share-based compensation, and a consulting arrangement with a related party for the three and nine months ended September 30, 2018 and 2017 are included in Professional services within the Condensed Consolidated Statements of Operations and were as follows:



	Three Months Ended September 30,
(Dollars in thousands)	2018		2017
Fees and travel expenses	$	126	$	134
Stock compensation	386		254
Consulting	75		75
Total board related expenses	$	587	$	463

Elevate Credit, Inc. and Subsidiaries

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) — (Continued)

For the three and nine months ended September 30, 2018 and 2017



	Nine Months Ended September 30,
(Dollars in thousands)	2018		2017
Fees and travel expenses	$	410	$	404
Stock compensation	897		582
Consulting	225		225
Total board related expenses	$	1,532	$	1,211

In addition to amounts due to Think Finance as disclosed above, at September 30, 2018 and December 31, 2017 , the Company had approximately $119 thousand and $65 thousand , respectively, due to related parties, which is included in Accounts payable and accrued liabilities within the Condensed Consolidated Balance Sheets.

NOTE 13—SUBSEQUENT EVENTS

The Company evaluated subsequent events as of the date these financial statements are made available and determined there has been no material subsequent events that required recognition or additional disclosure in these condensed consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Note About Forward-Looking Statements" section of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We generally refer to loans, customers and other information and data associated with each of Rise, Elastic and Sunny as Elevate’s loans, customers, information and data, irrespective of whether Elevate directly originates the credit to the customer or whether such credit is originated by a third party.

OVERVIEW

We provide online credit solutions to consumers in the US and the UK who are not well-served by traditional bank products and who are looking for better options than payday loans, title loans, pawn and storefront installment loans. Non-prime consumers now represent a larger market than prime consumers but are risky to underwrite and serve with traditional approaches. We’re succeeding at it - and doing it responsibly - with best-in-class advanced technology and proprietary risk analytics honed by serving more than 2.1 million customers with $6.3 billion in credit. Our current online credit products, Rise, Elastic, Sunny, and the recently introduced Today Card (which is our new credit card product that is currently in pilot mode with an immaterial loan balance) reflect our mission to provide customers with access to competitively priced credit and services while helping them build a brighter financial future with credit building and financial wellness features. We call this mission "Good Today, Better Tomorrow."

We earn revenues on the Rise and Sunny installment loans and on the Rise and Elastic lines of credit. For all three products, our revenues, which primarily consist of finance charges, are driven by our average loan balances outstanding and by the average annual percentage rate (“APR”) associated with those outstanding loan balances. We calculate our average loan balances by taking a simple daily average of the ending loan balances outstanding for each period. We present certain key metrics and other information on a “combined” basis to reflect information related to loans originated by us and loans originated by Republic Bank, as well as loans originated by third-party lenders pursuant to CSO programs, which loans originated through CSO programs are not recorded on our balance sheet in accordance with US GAAP. See “—Key Financial and Operating Metrics” and “—Non-GAAP Financial Measures.”

We have experienced rapid growth since launching our current generation of product offerings in 2013. Since their introduction, through September 30, 2018 , Rise, Elastic and Sunny, together, have provided approximately $4.9 billion in credit to more than 1.3 million customers and generated strong growth in revenues and loans outstanding. Our revenues for the year ended December 31, 2017 grew 16% compared to revenues for 2016 and revenues for the nine months ended September 30, 2018 grew 21% compared to the nine months ended September 30, 2017 . Our combined loan principal balances grew 15% from $548.9 million as of September 30, 2017 to $634.0 million as of September 30, 2018 . For additional information about our combined loan balances please see “—Non-GAAP Financial Measures—Combined loan information.” Effective October 2018, we launched a partnership with FinWise Bank ("FinWise") through which FinWise licenses the Rise brand to market Rise installment loans in an additional 18 states in which we do not currently offer the Rise installment loans under our state-license model (where we are the direct lender). FinWise will utilize Elevate's marketing and underwriting expertise for the Rise-branded loans it originates.

Despite strong year-to-date growth in revenue and stable credit quality, we experienced a $4.2 million net loss for the three months ended September 30, 2018, primarily due to increased net charge-offs and an increase in loan loss provision. We experienced delays in rolling out new technology and credit models that are needed to drive continued improvements in credit quality for our US products. As a result of these and other issues, new customer acquisition and credit quality were both relatively flat with the prior year and anticipated improvements in margins were not realized. Additionally, we experienced a significant increase in UK costs related to complaints by claims management companies as well as higher legal costs related to several company initiatives. We expect to implement the new technology and credit models beginning in the fourth quarter of 2018, with full benefits realized by the second quarter of 2019.

We use our working capital, funds provided by third-party lenders pursuant to CSO programs and our credit facility with Victory Park Management, LLC ("VPC”) to fund the loans we make to our customers. Prior to January 2014, we funded all of our loans to customers out of our existing cash flows. On January 30, 2014, we entered into an agreement with VPC to provide a credit facility (“VPC Facility”) in order to fund our Rise and Sunny products and provide working capital. Since originally entering into the VPC Facility, it has been amended several times to increase the maximum total borrowing amount available from the original amount of $250 million to $433 million at September 30, 2018 . See “—Liquidity and Capital Resources—Debt facilities.”

The Elastic line of credit product is originated by a third-party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all loans originated and sells a 90% loan participation in the Elastic lines of credit. We purchased these loan participations ourselves through June 30, 2015 and thus earned 90% of the revenues and incurred 90% of the losses associated with the Elastic product through that date. Due to the significant growth in Elastic, commencing July 1, 2015, a new structure was implemented such that the loan participations are sold by Republic Bank to Elastic SPV, Ltd. (“Elastic SPV”) and Elastic SPV receives its funding from VPC in a separate financing facility (the “ESPV Facility”), which was finalized on July 13, 2015. We do not own Elastic SPV, but we have a credit default protection agreement with Elastic SPV whereby we provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of this agreement, under US GAAP, the Company is the primary beneficiary of Elastic SPV and is required to consolidate the financial results of Elastic SPV as a variable interest entity in its consolidated financial results.

The ESPV Facility has been amended several times and the original commitment amount of $50 million has grown to $250 million as of September 30, 2018 . See “—Liquidity and Capital Resources—Debt facilities.”

Our management assesses our financial performance and future strategic goals through key metrics based primarily on the following three themes:

•

Revenue growth . Revenues increased by $28.6 million, or 17% , from $172.9 million for the three months ended September 30, 2017 to $201.5 million for the three months ended September 30, 2018 . For the nine months ended September 30, 2018 , our total revenues increased 21% as compared to the same prior year period, increasing from $479.7 million to $579.4 million . Key metrics related to revenue growth that we monitor by product include the ending and average combined loan balances outstanding, the effective APR of our product loan portfolios, the total dollar value of loans originated, the number of new customer loans made, the ending number of customer loans outstanding and the related customer acquisition costs (“CAC”) associated with each new customer loan made. We include CAC as a key metric when analyzing revenue growth (rather than as a key metric within margin expansion) as we do not intend to lower our CAC over future periods. Instead, as we improve customer acquisition efficiency, we intend to increase spending on direct marketing to acquire a broader customer base to drive further revenue growth.

•

Stable credit quality . Since the time they were managing our legacy US products, our management team has maintained stable credit quality across the loan portfolio they were managing. Additionally, in the periods covered in this Management's Discussion and Analysis of Financial Condition and Results of Operations, we have continued to maintain stable credit quality. The credit quality metrics we monitor include net charge-offs as a percentage of revenues, net charge-offs as a percentage of average combined loans receivable - principal, the combined loan loss reserve as a percentage of outstanding combined loans, total provision for loan losses as a percentage of revenues and the percentage of past due combined loans receivable – principal.

•

Margin expansion . We expect that our operating margins will continue to expand over the near term as we lower our direct marketing costs and operating expense as a percentage of revenues while continuing to maintain our stable credit quality levels. Over the next several years, as we continue to scale our loan portfolio, we anticipate that our direct marketing costs primarily associated with new customer acquisitions will decline to approximately 10% of revenues and our operating expenses will decline to approximately 20% of revenues. We aim to manage our business to achieve a long-term operating margin of 20%, and do not expect our operating margin to increase beyond that level, as we intend to pass on any improvements over our targeted margins to our customers in the form of lower APRs. We believe this is a critical component of our responsible lending platform and over time will also help us continue to attract new customers and retain existing customers.

KEY FINANCIAL AND OPERATING METRICS

As discussed above, we regularly monitor a number of metrics in order to measure our current performance and project our future performance. These metrics aid us in developing and refining our growth strategies and in making strategic decisions.

Certain of our metrics are non-GAAP financial measures. We believe that such metrics are useful in period-to-period comparisons of our core business. However, non-GAAP financial measures are not an alternative to any measure of financial performance calculated and presented in accordance with US GAAP. See “—Non-GAAP Financial Measures” for a reconciliation of our non-GAAP measures to US GAAP.

Revenue growth



	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
Revenue growth metrics (dollars in thousands, except as noted)	2018			2017			2018			2017
Revenues	$	201,480		$	172,851		$	579,394		$	479,689
Period-over-period revenue growth	17		%	12		%	21		%	17		%
Ending combined loans receivable – principal(1)	633,961			548,888			633,961			548,888
Average combined loans receivable – principal(1)(2)	616,362			523,452			596,574			481,260
Total combined loans originated – principal	414,816			364,268			1,104,507			920,592
Average customer loan balance (in dollars)(3)	1,579			1,673			1,579			1,673
Number of new customer loans	94,526			91,081			249,807			210,522
Number of loans outstanding	401,436			325,579			401,436			325,579
Customer acquisition costs (in dollars)	225			222			257			239
Effective APR of combined loan portfolio	129		%	129		%	129		%	132		%

_________


(1)	Combined loans receivable is defined as loans owned by the Company plus loans originated and owned by third-party lenders pursuant to our CSO programs. See “—Non-GAAP financial measures” for more information and for a reconciliation of combined loans receivable to loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.


(2)	Average combined loans receivable – principal is calculated using an average of daily principal balances.


(3)	Average customer loan balance is a weighted average of all three products and is calculated for each product by dividing the ending combined loans receivable – principal by the number of loans outstanding at period end.

Revenues . Our revenues are composed of Rise finance charges, Rise CSO fees (which are fees we receive from customers who obtain a loan through the CSO program for the credit services, including the loan guaranty, we provide), finance charges on Sunny installment loans and revenues earned on the Rise and Elastic lines of credit. See “—Components of our Results of Operations—Revenues.”

Ending and average combined loans receivable – principal . We calculate the average combined loans receivable – principal by taking a simple daily average of the ending combined loans receivable – principal for each period. Key metrics that drive the ending and average combined loans receivable – principal include the amount of loans originated in a period and the average customer loan balance. All loan balance metrics include only the 90% participation in the related Elastic line of credit advances (we exclude the 10% held by Republic Bank), but include the full loan balances on CSO loans, which are not presented on our balance sheet.

Total combined loans originated – principal . The amount of loans originated in a period is driven primarily by loans to new customers as well as new loans to prior customers, including refinancings of existing loans to customers in good standing.

Average customer loan balance and effective APR of combined loan portfolio . The average loan amount and its related APR are based on the product and the underlying credit quality of the customer. Generally, better credit quality customers are offered higher loan amounts at lower APRs. Additionally, new customers have more potential risk of loss than prior or existing customers due to lack of payment history and the potential for fraud. As a result, newer customers typically will have lower loan amounts and higher APRs to compensate for that additional risk of loss. The effective APR is calculated based on the actual amount of finance charges generated from a customer loan divided by the average outstanding balance for the loan, and can be lower than the stated APR on the loan due to waived finance charges and other reasons. For example, a Rise customer may receive a $2,000 installment loan with a term of 24 months and a stated rate of 180%. In this example, the customer’s monthly installment loan payment would be $310.86. As the customer can prepay the loan balance at any time with no additional fees or early payment penalty, the customer pays the loan in full in month eight. The customer’s loan earns interest of $2,337.81 over the eight month period and has an average outstanding balance of $1,948.17. The effective APR for this loan is 180% over the eight month period calculated as follows:

($2,337.81 interest earned / $1,948.17 average balance outstanding) x 12 months per year = 180%

8 months

In addition, as an example for Elastic, if a customer makes a $2,500 draw on the customer’s line of credit and this draw required bi-weekly minimum payments of 5% (equivalent to 20 bi-weekly payments), and if all minimum payments are made, the draw would earn finance charges of $1,148. The effective APR for the line of credit in this example is 109% over the payment period and is calculated as follows:

($1,148.00 fees earned / $1,369.05 average balance outstanding) x 26 bi-weekly periods per year = 109%

20 payments

The actual amount of revenue we realize on a loan portfolio is also impacted by the amount of prepayments and charged-off customer loans in the portfolio. For a single loan, on average, we typically expect to realize approximately 60% of the revenues that we would otherwise realize if the loan were to fully amortize at the stated APR. From the Rise example above, if we waived $400 of interest for this customer, the effective APR for this loan would decrease to 149%.

Number of new customer loans . We define a new customer loan as the first loan made to a customer for each of our products (so a customer receiving a Rise installment loan and then at a later date taking their first cash advance on an Elastic line of credit would be counted twice). The number of new customer loans is subject to seasonal fluctuations. New customer acquisition is typically slowest during the first six months of each calendar year, primarily in the first quarter, compared to the latter half of the year, as our existing and prospective US customers usually receive tax refunds during this period and, thus, have less of a need for loans from us. Further, many US customers will use their tax refunds to prepay all or a portion of their loan balance during this period, so our overall loan portfolio typically decreases during the first quarter of the calendar year. Overall loan portfolio growth and the number of new customer loans tends to accelerate during the summer months (typically June and July), at the beginning of the school year (typically late August to early September) and during the winter holidays (typically late November to early December).

Customer acquisition costs . A key expense metric we monitor related to loan growth is our CAC. This metric is the amount of direct marketing costs incurred during a period divided by the number of new customer loans originated during that same period. New loans to former customers are not included in our calculation of CAC (except to the extent they receive a loan through a different product) as we believe we incur no material direct marketing costs to make additional loans to a prior customer through the same product.

The following tables summarize the changes in customer loans by product for the three and nine months ended September 30, 2018 and 2017 .



	Three Months Ended September 30, 2018
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	130,897			149,140			280,037			92,555			372,592
New customer loans originated	33,608			34,247			67,855			26,671			94,526
Former customer loans originated	23,434			390			23,824			—			23,824
Attrition	(47,721		)	(16,732		)	(64,453		)	(25,053		)	(89,506		)
Ending number of combined loans outstanding	140,218			167,045			307,263			94,173			401,436
Customer acquisition cost	$	261		$	217		$	239		$	190		$	225
Average customer loan balance	$	2,135		$	1,714		$	1,906		$	512		$	1,579



	Three Months Ended September 30, 2017
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	105,309			106,737			212,046			74,291			286,337
New customer loans originated	38,242			34,511			72,753			18,328			91,081
Former customer loans originated	18,725			—			18,725			—			18,725
Attrition	(38,298		)	(14,571		)	(52,869		)	(17,695		)	(70,564		)
Ending number of combined loans outstanding	123,978			126,677			250,655			74,924			325,579
Customer acquisition cost	$	240		$	168		$	206		$	287		$	222
Average customer loan balance	$	2,269		$	1,764		$	2,014		$	532		$	1,673



	Nine Months Ended September 30, 2018
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	140,790			140,672			281,462			80,510			361,972
New customer loans originated	83,022			81,432			164,454			85,353			249,807
Former customer loans originated	61,633			606			62,239			—			62,239
Attrition	(145,227		)	(55,665		)	(200,892		)	(71,690		)	(272,582		)
Ending number of combined loans outstanding	140,218			167,045			307,263			94,173			401,436
Customer acquisition cost	$	295		$	237		$	267		$	238		$	257
Average customer loan balance	$	2,135		$	1,714		$	1,906		$	512		$	1,579



	Nine Months Ended September 30, 2017
	Rise			Elastic			Total Domestic			Sunny			Total
Beginning number of combined loans outstanding	121,996			89,153			211,149			78,044			289,193
New customer loans originated	74,174			79,159			153,333			57,189			210,522
Former customer loans originated	52,238			—			52,238			—			52,238
Attrition	(124,430		)	(41,635		)	(166,065		)	(60,309		)	(226,374		)
Ending number of combined loans outstanding	123,978			126,677			250,655			74,924			325,579
Customer acquisition cost	$	302		$	166		$	232		$	259		$	239
Average customer loan balance	$	2,269		$	1,764		$	2,014		$	532		$	1,673

Recent trends. Our revenues for the three months ended September 30, 2018 totaled $201.5 million , up 17% versus the three months ended September 30, 2017 . Additionally, a similar trend occurred for the nine months ended September 30, 2018 as revenues totaled $579.4 million , up 21% versus the prior year period. This growth in revenues was driven by an 18% increase in our average combined loans receivable - principal balance for the three month period and a 24% increase for the nine month period as we continued to expand our customer base, with the number of combined loans outstanding increasing 23% over the prior year amount. Our Rise, Elastic and Sunny products have approximately 13% , 32% and 26% more customer loans outstanding as compared to a year ago, respectively.

The growth in loan balances drove the increase in revenues for the three and nine months ended September 30, 2018. The average effective APR remained flat at 129% during the three months ended September 30, 2018 compared to the prior year period and declined to 129% during the nine months ended September 30, 2018 from 132% during the prior year period, partially offsetting the increase in revenues from growth in loan balances for the year-to-date period. The year-to-date decrease in the average effective APR resulted primarily from a shift in the mix of our loan portfolio. Elastic, which has grown significantly in volume and as a proportion of our portfolio since 2015, had an average effective APR of approximately 97% during the nine months ended September 30, 2018 compared to Rise, which had an average effective APR of approximately 138% during the nine months ended September 30, 2018.

Our CAC was slightly higher in the third quarter of 2018 as compared to the third quarter of 2017, but was still below our targeted range of $250 to $300. New customer acquisition increased only 4% in the third quarter of this year versus the third quarter in the prior year due to a delay in rolling out new credit models that would both increase new customer acquisition fund rates and lower credit losses. We believe both the new credit models to be rolled out beginning in the fourth quarter of 2018 and the FinWise partnership will result in increased new customer Rise loans during the fourth quarter of 2018. Additionally, we believe our CAC in future quarters will remain within or below our normalized range of $250 to $300 as we continue to optimize the efficiency of our marketing channels and experience increased consumer demand for our products during the last quarter of the year.

Credit quality



	As of and for the three months ended September 30,						As of and for the nine months ended September 30,
Credit quality metrics (dollars in thousands)	2018			2017			2018			2017
Net charge-offs(1)	$	100,345		$	80,232		$	294,143		$	248,392
Additional provision for loan losses(1)	13,551			15,971			493			2,901
Provision for loan losses	$	113,896		$	96,203		$	294,636		$	251,293
Past due combined loans receivable – principal as a percentage of combined loans receivable – principal(2)(3)	11		%	11		%	11		%	11		%
Net charge-offs as a percentage of revenues(1)	50		%	46		%	51		%	52		%
Total provision for loan losses as a percentage of revenues	57		%	56		%	51		%	52		%
Combined loan loss reserve(4)	$	93,932		$	86,069		$	93,932		$	86,069
Combined loan loss reserve as a percentage of combined loans receivable(4)	14		%	15		%	14		%	15		%

_________

(1)

Net charge-offs and additional provision for loan losses are not financial measures prepared in accordance with US GAAP. Net charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due, or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud, offset by any recoveries. Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to provision for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.


(2)	Combined loans receivable is defined as loans owned by the Company plus loans originated and owned by third-party lenders. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loans receivable to loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.


(3)	Certain amounts in the prior periods presented here have been reclassified to conform to the current period financial statement presentation related to customers within the 16 day grace period that were reported as past due that were in fact current in accordance with our policy. See Note 3—Loans Receivable and Revenue for more information regarding our policy.

(4)

Combined loan loss reserve is defined as the loan loss reserve for loans originated and owned by the Company plus the loan loss reserve for loans owned by third-party lenders and guaranteed by the Company. See “—Non-GAAP Financial Measures” for more information and for a reconciliation of Combined loan loss reserve to allowance for loan losses, the most directly comparable financial measure calculated in accordance with US GAAP.



Net principal charge-offs as a percentage of average combined loans receivable - principal (1) (2) (3)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
2018	13%	12%	13%	NA
2017	15%	14%	12%	13%

_________


(1)	Net principal charge-offs is comprised of gross principal charge-offs less recoveries.


(2)	Average combined loans receivable - principal is calculated using an average of daily combined loans receivable - principal balances during each quarter.


(3)	Combined loans receivable is defined as loans owned by the Company plus loans originated and owned by third-party lenders pursuant to our CSO programs. See "—Non GAAP Financial Measures" for more information and for a reconciliation of combined loans receivable to loans receivable, net, the most directly comparable financial measure calculated in accordance with US GAAP.

In reviewing the credit quality of our loan portfolio, we break out our total provision for loan losses that is presented on our statement of operations under US GAAP into two separate items—net charge-offs and additional provision for loan losses. Net charge-offs are indicative of the credit quality of our underlying portfolio, while additional provision for loan losses is subject to more fluctuation based on loan portfolio growth, recent credit quality trends and the effect of normal seasonality on our business. The additional provision for loan losses is the amount needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss reserve methodology.

Net charge-offs . Net charge-offs comprise gross charge-offs offset by recoveries on prior charge-offs. Gross charge-offs include the amount of principal and accrued interest on loans that are more than 60 days past due, or sooner if we receive notice that the loan will not be collected, such as a bankruptcy notice or identified fraud. Any payments received on loans that have been charged off are recorded as recoveries and reduce the amount of gross charge-offs. Recoveries are typically less than 10% of the amount charged off, and thus, we do not view recoveries as a key credit quality metric. Historically, we have generally incurred net charge-offs as a percentage of revenues of between 42% and 59%.

Net charge-offs as a percentage of revenues can vary based on several factors, such as whether or not we experience significant growth or lower the APR of our products. Additionally, although a more seasoned portfolio will typically result in lower net charge-offs as a percentage of revenues, we do not intend to drive down this ratio significantly below our historical ratios and would instead seek to offer our existing products to a broader new customer base to drive additional revenues.

Net charge-offs as a percentage of average combined loans receivable-principal allow us to determine credit quality and evaluate loss experience trends across our loan portfolio. Over the past three years, our quarterly net charge-offs as a percentage of average combined loans receivable-principal have remained consistent and ranged from 12% to 15%, with quarterly trends based on seasonal growth of the loan portfolio.

Additional provision for loan losses . Additional provision for loan losses is the amount of provision for loan losses needed for a particular period to adjust the combined loan loss reserve to the appropriate level in accordance with our underlying loan loss reserve methodology.

Additional provision for loan losses relates to an increase in future inherent losses in the loan portfolio as determined by our loan loss reserve methodology. This increase could be due to a combination of factors such as an increase in the size of the loan portfolio or a worsening of credit quality or increase in past due loans. It is also possible for the additional provision for loan losses for a period to be a negative amount, which would reduce the amount of the combined loan loss reserve needed (due to a decrease in the loan portfolio or improvement in credit quality). The amount of additional provision for loan losses is seasonal in nature, mirroring the seasonality of our new customer acquisition and overall loan portfolio growth, as discussed above. The combined loan loss reserve typically decreases during the first quarter or first half of the calendar year due to a decrease in the loan portfolio from year end. Then, as the rate of growth for the loan portfolio starts to increase during the second half of the year, additional provision for loan losses is typically needed to increase the reserve for future losses associated with the loan growth. Because of this, our provision for loan losses can vary significantly throughout the year without a significant change in the credit quality of our portfolio.

The following provides an example of the application of our loan loss reserve methodology and the break out of the provision for loan losses between the portion associated with replenishing the reserve due to net charge-offs and the amount related to the additional provision for loan losses. If the beginning combined loan loss reserve were $25 million, and we incurred $10 million of net charge-offs during the period and the ending combined loan loss reserve needed to be $30 million according to our loan loss reserve methodology, our total provision for loan losses would be $15 million, comprising $10 million in net charge-offs (provision needed to replenish the combined loan loss reserve) plus $5 million of additional provision related to an increase in future inherent losses in the loan portfolio identified by our loan loss reserve methodology.



Example (dollars in thousands)
Beginning combined loan loss reserve		$	25,000
Less: Net charge-offs		(10,000		)
Provision for loan losses:
Provision for net charge-offs	10,000
Additional provision for loan losses	5,000
Total provision for loan losses		15,000
Ending combined loan loss reserve balance		$	30,000

Loan loss reserve methodology . Our loan loss reserve methodology is calculated separately for each product and, in the case of Rise (for non-CSO and CSO program loans), is calculated separately based on the state in which each customer resides to account for varying state license requirements that affect the amount of the loan offered, repayment terms and other factors. For each product, loss factors are calculated based on the delinquency status of customer loan balances: current, 1 to 30 days past due or 31 to 60 days past due. These loss factors for loans in each delinquency status are based on average historical loss rates by product (or state) associated with each of these three delinquency categories. Hence, another key credit quality metric we monitor is the percentage of past due combined loans receivable – principal, as an increase in past due loans will cause an increase in our combined loan loss reserve and related additional provision for loan losses to increase the reserve. For customers that are not past due, we further stratify these loans into loss rates by payment number, as a new customer that is about to make a first loan payment has a significantly higher risk of loss than a customer who has successfully made ten payments on an existing loan with us. Based on this methodology, we have historically seen our combined loan loss reserve as a percentage of combined loans receivable fluctuate between approximately 13% and 24% depending on the overall mix of new, former and past due customer loans.

Recent trends. Total loan loss provision as a percentage of revenue for the three months ended September 30, 2018 was 57% , which was slightly above our targeted range of 45% to 55% and relatively flat with the 56% for the prior year period due to the strong growth in combined loans receivable - principal that we experienced during the third quarter of 2018. The Company typically experiences strong loan growth and a corresponding increase in total loan loss provision during the third quarter of every year. Total loan loss provision for the nine months ended September 30, 2018 was 51% of revenues, which was within our targeted range and improved slightly from the first nine months of 2017. For the three and nine months ended September 30, 2018 , net charge-offs as a percentage of revenues totaled 50% and 51% , respectively, compared to 46% and 52% in the respective prior year periods. The credit quality of the portfolio has remained relatively stable compared to the prior year period. We expect loan loss provision as a percentage of revenues to return to within our targeted range due to ongoing maturation of the loan portfolio and continued improvements in our underwriting process.

The combined loan loss reserve as a percentage of combined loans receivable totaled 14% , 14% and 15% as of September 30, 2018 , December 31, 2017 and September 30, 2017, respectively, reflecting consistency in our underwriting process and ongoing maturation of the loan portfolio. Past due loan balances at September 30, 2018 were 11% of total combined loans receivable - principal, consistent with a year ago.

Additionally, we also look at principal loan charge-offs (including both credit and fraud losses) by vintage as a percentage of combined loans originated - principal. As the below table shows, our cumulative principal loan charge-offs through September 30, 2018 for each annual vintage since the 2013 vintage are generally under 30% and continue to generally trend at or slightly below our 25% to 30% targeted range, with 2017 performing the best of our historical vintages. The 2018 loan vintage, while still early in its life cycle, is performing similar to the 2017 loan vintage.

(1) The 2018 vintage is not yet fully mature from a loss perspective.

Margins



	Three Months Ended September 30,						Nine Months Ended September 30,
Margin metrics (dollars in thousands)	2018			2017			2018			2017

Revenues	$	201,480		$	172,851		$	579,394		$	479,689
Net charge-offs(1)	(100,345		)	(80,232		)	(294,143		)	(248,392		)
Additional provision for loan losses(1)	(13,551		)	(15,971		)	(493		)	(2,901		)
Direct marketing costs	(21,280		)	(20,242		)	(64,155		)	(50,322		)
Other cost of sales	(7,997		)	(5,834		)	(20,892		)	(14,367		)
Gross profit	58,307			50,572			199,711			163,707
Operating expenses	(45,615		)	(37,130		)	(130,674		)	(113,316		)
Operating income	$	12,692		$	13,442		$	69,037		$	50,391
As a percentage of revenues:
Net charge-offs	50		%	46		%	51		%	52		%
Additional provision for loan losses	7			9			—			1
Direct marketing costs	11			12			11			10
Other cost of sales	4			3			4			3
Gross margin	29			29			34			34
Operating expenses	23			21			23			24
Operating margin	6		%	8		%	12		%	11		%

_________


(1)	Non-GAAP measure. See “—Non-GAAP Financial Measures—Net charge-offs and additional provision for loan losses.”

Gross margin is calculated as revenues minus cost of sales, or gross profit, expressed as a percentage of revenues, and operating margin is calculated as operating income expressed as a percentage of revenues. We expect our margins to continue to increase as we continue to grow our business.

Recent operating margin trends . For the three months ended September 30, 2018 , our operating margin was 6% , which was lower than the 8% in the prior year period. The decrease was primarily due to higher operating expenses in the current year period, which we incurred, in part, because of additional compensation and benefits expenses related to the additional headcount associated with growing our business. Additionally, we also incurred approximately $2 million in one-time legal expenses associated with the new FinWise partnership, Today Card, and related debt facilities for those products. For the nine months ended September 30, 2018, our operating margin was 12% , which was an improvement from 11% in the prior year period. This increase was largely due to lower operating expenses as a percentage of revenue, which, in turn, were due to overall improved efficiencies as we continue to grow our business.

Direct marketing costs for the three months ended September 30, 2018 decreased slightly to 11% from 12% in the prior year period. The overall marketing spend increased $1.0 million for the three months ended September 30, 2018 as compared to the same period in 2017, but the efficiency of this spend generated a higher volume of new loans. This resulted in a quarterly CAC of $225 , which is below the low end of our targeted range of $250 to $300 but slightly higher than the CAC of $222 for the same period in 2017.

Direct marketing costs increased to 11% of revenues for the nine months ended September 30, 2018 compared to 10% in the prior year period. We increased our marketing spend in the first nine months of this year to drive higher loan and revenue growth for 2018. The year-to-date marketing spend has resulted in the Company funding over 249,000 new customer loans during the first nine months of 2018, up 19% from a year ago, and at a CAC of $257 , which is at the lower end of our targeted range of $250 to $300.

NON-GAAP FINANCIAL MEASURES

We believe that the inclusion of the following non-GAAP financial measures in this Quarterly Report on Form 10-Q can provide a useful measure for period-to-period comparisons of our core business, provide transparency and useful information to investors and others in understanding and evaluating our operating results, and enable investors to better compare our operating performance with the operating performance of our competitors. Management uses these non-GAAP financial measures frequently in its decision-making because they provide supplemental information that facilitates internal comparisons to the historical operating performance of prior periods and give an additional indication of the Company’s core operating performance. However, non-GAAP financial measures are not a measure calculated in accordance with US generally accepted accounting principles, or US GAAP, and should not be considered an alternative to any measures of financial performance calculated and presented in accordance with US GAAP. Other companies may calculate these non-GAAP financial measures differently than we do.

Adjusted EBITDA and Adjusted EBITDA Margin

Adjusted EBITDA represents our net income (loss), adjusted to exclude:


•	Net interest expense, primarily associated with notes payable under the VPC Facility and ESPV Facility used to fund our loans;


•	Share-based compensation;


•	Foreign currency gains and losses associated with our UK operations;


•	Depreciation and amortization expense on fixed assets and intangible assets;


•	Fair value gains and losses included in non-operating losses; and


•	Income taxes.

Adjusted EBITDA margin is Adjusted EBITDA divided by revenue.

Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful supplemental measures to assist management and investors in analyzing the operating performance of the business and provide greater transparency into the results of operations of our core business.

Adjusted EBITDA and Adjusted EBITDA margin should not be considered as alternatives to net income (loss) or any other performance measure derived in accordance with US GAAP. Our use of Adjusted EBITDA and Adjusted EBITDA margin has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:


•	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect expected cash capital expenditure requirements for such replacements or for new capital assets;


•	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; and


•	Adjusted EBITDA does not reflect interest associated with notes payable used for funding our customer loans, for other corporate purposes or tax payments that may represent a reduction in cash available to us.

The following table presents a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA margin for each of the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2018			2017			2018			2017
Net income (loss)	$	(4,234	)	$	590		$	8,377		$	5,278
Adjustments:
Net interest expense	19,810			17,261			58,286			54,602
Share-based compensation	2,358			1,649			6,005			4,436
Foreign currency transaction loss (gain)	325			(536		)	800			(2,820		)
Depreciation and amortization	3,490			2,656			9,167			7,657
Non-operating (gain) loss	—			106			38			(2,407		)
Income tax expense (benefit)	(3,209		)	(3,979		)	1,536			(4,262		)
Adjusted EBITDA	$	18,540		$	17,747		$	84,209		$	62,484

Adjusted EBITDA margin	9		%	10		%	15		%	13		%

Free cash flow

Free cash flow (“FCF”) represents our net cash provided by operating activities, adjusted to include:


•	Net charge-offs – combined principal loans; and


•	Capital expenditures.

The following table presents a reconciliation of net cash provided by operating activities to FCF for each of the periods indicated:



	Nine Months Ended September 30,
(Dollars in thousands)	2018			2017

Net cash provided by operating activities(1)	$	257,150		$	209,628
Adjustments:
Net charge-offs – combined principal loans	(229,487		)	(197,388		)
Capital expenditures	(21,437		)	(12,503		)
FCF	$	6,226		$	(263	)

_________


(1)	Net cash provided by operating activities includes net charge-offs – combined finance charges.

Net charge-offs and additional provision for loan losses

We break out our total provision for loan losses into two separate items—first, the amount related to net charge-offs, and second, the additional provision for loan losses needed to adjust the combined loan loss reserve to the appropriate amount at the end of each month based on our loan loss provision methodology. We believe this presentation provides more detail related to the components of our total provision for loan losses when analyzing the gross margin of our business.



	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2018		2017		2018		2017

Net charge-offs	$	100,345	$	80,232	$	294,143	$	248,392
Additional provision for loan losses	13,551		15,971		493		2,901
Provision for loan losses	$	113,896	$	96,203	$	294,636	$	251,293

Combined loan information

The Elastic line of credit product is originated by a third party lender, Republic Bank, which initially provides all of the funding for that product. Republic Bank retains 10% of the balances of all of the loans originated and sells a 90% loan participation in the Elastic lines of credit to a third party SPV, Elastic SPV, Ltd. Elevate is required to consolidate Elastic SPV, Ltd. as a variable interest entity under US GAAP and the consolidated financial statements include revenue, losses and loans receivable related to the 90% of Elastic lines of credit originated by Republic Bank and sold to Elastic SPV.

The information presented in the tables below on a combined basis are non-GAAP measures based on a combined portfolio of loans, which includes the total amount of outstanding loans receivable that we own and that are on our balance sheet plus outstanding loans receivable originated and owned by third parties that we guarantee pursuant to CSO programs in which we participate.

We believe these non-GAAP measures provide investors with important information needed to evaluate the magnitude of potential loan losses and the opportunity for revenue performance of the combined loan portfolio on an aggregate basis. We also believe that the comparison of the combined amounts from period to period is more meaningful than comparing only the amounts reflected on our balance sheet since both revenues and cost of sales as reflected in our financial statements are impacted by the aggregate amount of loans we own and those CSO loans we guarantee.

Our use of total combined loans and fees receivable has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under US GAAP. Some of these limitations are:


•	Rise CSO loans are originated and owned by a third party lender; and


•	Rise CSO loans are funded by a third party lender and are not part of the VPC Facility.

As of each of the period ends indicated, the following table presents a reconciliation of:


•	Loans receivable, net, Company owned (which reconciles to our Condensed Consolidated Balance Sheets included elsewhere in this Quarterly Report on Form 10-Q);


•	Loans receivable, net, guaranteed by the Company (as disclosed in Note 3 of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q);


•	Combined loans receivable (which we use as a non-GAAP measure); and


•	Combined loan loss reserve (which we use as a non-GAAP measure).



	2017						2018
(Dollars in thousands)	September 30			December 31			March 31			June 30			September 30

Company Owned Loans:
Loans receivable – principal, current, company owned	$	450,891		$	514,147		$	471,996		$	493,908		$	525,717
Loans receivable – principal, past due, company owned	61,040			61,856			60,876			58,949			69,934
Loans receivable – principal, total, company owned	511,931			576,003			532,872			552,857			595,651
Loans receivable – finance charges, company owned	27,625			36,562			31,181			31,519			36,747
Loans receivable – company owned	539,556			612,565			564,053			584,376			632,398
Allowance for loan losses on loans receivable, company owned	(80,972		)	(87,946		)	(80,497		)	(76,575		)	(89,422		)
Loans receivable, net, company owned	$	458,584		$	524,619		$	483,556		$	507,801		$	542,976
Third Party Loans Guaranteed by the Company:
Loans receivable – principal, current, guaranteed by company	$	35,690		$	41,220		$	33,469		$	35,114		$	36,649
Loans receivable – principal, past due, guaranteed by company	1,267			1,152			1,123			1,494			1,661
Loans receivable – principal, total, guaranteed by company(1)	36,957			42,372			34,592			36,608			38,310
Loans receivable – finance charges, guaranteed by company(2)	2,751			3,093			2,612			2,777			3,103
Loans receivable – guaranteed by company	39,708			45,465			37,204			39,385			41,413
Liability for losses on loans receivable, guaranteed by company	(5,097		)	(5,843		)	(3,749		)	(3,956		)	(4,510		)
Loans receivable, net, guaranteed by company(2)	$	34,611		$	39,622		$	33,455		$	35,429		$	36,903
Combined Loans Receivable(3):
Combined loans receivable – principal, current	$	486,581		$	555,367		$	505,465		$	529,022		$	562,366
Combined loans receivable – principal, past due	62,307			63,008			61,999			60,443			71,595
Combined loans receivable – principal	548,888			618,375			567,464			589,465			633,961
Combined loans receivable – finance charges	30,376			39,655			33,793			34,296			39,850
Combined loans receivable	$	579,264		$	658,030		$	601,257		$	623,761		$	673,811
Combined Loan Loss Reserve(3):
Allowance for loan losses on loans receivable, company owned	$	(80,972	)	$	(87,946	)	$	(80,497	)	$	(76,575	)	$	(89,422	)
Liability for losses on loans receivable, guaranteed by company	(5,097		)	(5,843		)	(3,749		)	(3,956		)	(4,510		)
Combined loan loss reserve	$	(86,069	)	$	(93,789	)	$	(84,246	)	$	(80,531	)	$	(93,932	)
Percentage past due(1)	11		%	10		%	11		%	10		%	11		%
Combined loan loss reserve as a percentage of combined loans receivable(3)(4)	15		%	14		%	14		%	13		%	14		%
Allowance for loan losses as a percentage of loans receivable – company owned	15		%	14		%	14		%	13		%	14		%

_________


(1)	Represents loans originated by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.


(2)	Represents finance charges earned by third-party lenders through the CSO programs, which are not included in our condensed consolidated financial statements.


(3)	Non-GAAP measure.


(4)	Combined loan loss reserve as a percentage of combined loans receivable is determined using period-end balances.

COMPONENTS OF OUR RESULTS OF OPERATIONS

Revenues

Our revenues are composed of Rise finance charges and CSO fees, finance charges on Sunny installment loans, cash advance fees attributable to the participation in Elastic lines of credit that we consolidate and marketing and licensing fees received from third-party lenders related to the Rise CSO and Elastic products. See “—Overview” above for further information on the structure of Elastic.

Cost of sales

Provision for loan losses . Provision for loan losses consists of amounts charged against income during the period related to net charge-offs and the additional provision for loan losses needed to adjust the loan loss reserve to the appropriate amount at the end of each month based on our loan loss methodology.

Direct marketing costs . Direct marketing costs consist of online marketing costs such as sponsored search and advertising on social networking sites, and other marketing costs such as purchased television and radio air time and direct mail print advertising. In addition, direct marketing cost includes affiliate costs paid to marketers in exchange for referrals of potential customers. All direct marketing costs are expensed as incurred.

Other cost of sales . Other cost of sales includes data verification costs associated with the underwriting of potential customers, automated clearinghouse (“ACH”) transaction costs associated with customer loan funding and payments, and settlement expense associated with UK affordability claims.

Operating expenses

Operating expenses consist of compensation and benefits, professional services, selling and marketing, occupancy and equipment, depreciation and amortization as well as other miscellaneous expenses.

Compensation and benefits . Salaries and personnel-related costs, including benefits, bonuses and share-based compensation expense, comprise a majority of our operating expenses and these costs are driven by our number of employees.

Professional services . These operating expenses include costs associated with legal, accounting and auditing, recruiting and outsourced customer support and collections.

Selling and marketing . Selling and marketing costs include costs associated with the use of agencies that perform creative services and monitor and measure the performance of the various marketing channels. Selling and marketing costs also include the production costs associated with media advertisements that are expensed as incurred over the licensing or production period. These expenses do not include direct marketing costs incurred to acquire customers, which comprises CAC.

Occupancy and equipment . Occupancy and equipment includes rent expense on our leased facilities, as well as telephony and web hosting expenses.

Depreciation and amortization . We capitalize all acquisitions of property and equipment of $500 or greater as well as certain software development costs. Costs incurred in the preliminary stages of software development are expensed. Costs incurred thereafter, including external direct costs of materials and services as well as payroll and payroll-related costs, are capitalized. Post-development costs are expensed. Depreciation is computed using the straight-line method over the estimated useful lives of the depreciable assets.

Other income (expense)

Net interest expense . Net interest expense primarily includes the interest expense associated with the VPC Facility that funds the Rise and Sunny installment loans, and after July 1, 2015, the interest expense associated with the ESPV Facility related to the Elastic lines of credit and related Elastic SPV entity. For the nine months ended September 30, 2018 , net interest expense also included amortization of the debt discount for the Convertible Term Notes.

Foreign currency transaction gain (loss) . We incur foreign currency transaction gains and losses related to activities associated with our UK entity, Elevate Credit International, Ltd., primarily with regard to the VPC Facility used to fund Sunny installment loans.

Non-operating gain (loss) . Non-operating gain (loss) primarily includes gains and losses on adjustments to the fair value of derivatives not designated as cash flow hedges.

RESULTS OF OPERATIONS

The following table sets forth our Condensed Consolidated Statements of Operations data for each of the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
Condensed Consolidated Statements of Operations data (dollars in thousands)	2018			2017			2018			2017

Revenues	$	201,480		$	172,851		$	579,394		$	479,689
Cost of sales:
Provision for loan losses	113,896			96,203			294,636			251,293
Direct marketing costs	21,280			20,242			64,155			50,322
Other cost of sales	7,997			5,834			20,892			14,367
Total cost of sales	143,173			122,279			379,683			315,982
Gross profit	58,307			50,572			199,711			163,707
Operating expenses:
Compensation and benefits	24,380			19,502			70,187			60,854
Professional services	9,789			8,618			26,475			25,045
Selling and marketing	2,170			2,042			7,525			6,662
Occupancy and equipment	4,553			3,227			13,302			10,003
Depreciation and amortization	3,490			2,656			9,167			7,657
Other	1,233			1,085			4,018			3,095
Total operating expenses	45,615			37,130			130,674			113,316
Operating income	12,692			13,442			69,037			50,391
Other income (expense):
Net interest expense	(19,810		)	(17,261		)	(58,286		)	(54,602		)
Foreign currency transaction gain (loss)	(325		)	536			(800		)	2,820
Non-operating gain (loss)	—			(106		)	(38		)	2,407
Total other expense	(20,135		)	(16,831		)	(59,124		)	(49,375		)
Income (loss) before taxes	(7,443		)	(3,389		)	9,913			1,016
Income tax expense (benefit)	(3,209		)	(3,979		)	1,536			(4,262		)
Net income (loss)	$	(4,234	)	$	590		$	8,377		$	5,278



	Three Months Ended September 30,				Nine Months Ended September 30,
As a percentage of revenues	2018		2017		2018		2017

Cost of sales:
Provision for loan losses	57	%	56	%	51	%	52	%
Direct marketing costs	11		12		11		10
Other cost of sales	4		3		4		3
Total cost of sales	71		71		66		66
Gross profit	29		29		34		34
Operating expenses:
Compensation and benefits	12		11		12		13
Professional services	5		5		5		5
Selling and marketing	1		1		1		1
Occupancy and equipment	2		2		2		2
Depreciation and amortization	2		2		2		2
Other	1		1		1		1
Total operating expenses	23		21		23		24
Operating income	6		8		12		11
Other income (expense):
Net interest expense	(10	)	(10	)	(10	)	(11	)
Foreign currency transaction gain (loss)	—		—		—		1
Non-operating gain (loss)	—		—		—		1
Total other expense	(10	)	(10	)	(10	)	(10	)
Income (loss) before taxes	(4	)	(2	)	2		—
Income tax expense (benefit)	(2	)	(2	)	—		(1	)
Net income (loss)	(2	)%	—	%	1	%	1	%

Comparison of the three months ended September 30, 2018 and 2017

Revenues



	Three Months Ended September 30,
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Finance charges	$	200,416	99	%	$	170,418	99	%	$	29,998		18	%
Other	1,064		1		2,433		1		(1,369		)	(56	)
Revenues	$	201,480	100	%	$	172,851	100	%	$	28,629		17	%

Revenues increased by $28.6 million , or 17% , from $172.9 million for the three months ended September 30, 2017 to $201.5 million for the three months ended September 30, 2018 . This growth in revenues was primarily attributable to increased finance charges driven by growth in our average loan balances as illustrated in the tables below. Over time, we expect our overall effective APR of our loan portfolio to decrease as our loan portfolio continues to grow and mature with more existing and repeat customers who pay lower interest rates over time. The decrease in Other revenues is due primarily to a decrease in marketing and licensing fees related to the Rise CSO programs.

The tables below break out this change in revenue (including CSO fees and cash advance fees) by product:



	Three Months Ended September 30, 2018
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	293,312		$	270,701		$	564,013		$	52,349		$	616,362
Effective APR	139		%	96		%	119		%	242		%	129		%
Finance charges	$	102,787		$	65,676		$	168,463		$	31,953		$	200,416
Other	405			600			1,005			59			1,064
Total revenue	$	103,192		$	66,276		$	169,468		$	32,012		$	201,480

	Three Months Ended September 30, 2017
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	265,075		$	215,677		$	480,752		$	42,700		$	523,452
Effective APR	138		%	96		%	119		%	240		%	129		%
Finance charges	$	92,331		$	52,261		$	144,592		$	25,826		$	170,418
Other	1,708			604			2,312			121			2,433
Total revenue	$	94,039		$	52,865		$	146,904		$	25,947		$	172,851

_________

(1) Includes loans originated by third party lenders through the CSO programs, which are not included in the Company’s condensed consolidated financial statements.

(2) Average combined loans receivable - principal is calculated using daily principal balances. Not a financial measure prepared in accordance with US GAAP. See reconciliation table accompanying this release for a reconciliation of non-GAAP financial measures to the most directly comparable financial measure calculated in accordance with US GAAP.

During the three months ended September 30, 2018 , our average combined loans receivable – principal increased $92.9 million compared to the prior year period as we continued to market our Rise, Sunny and Elastic products in the US and UK. As a result of the increased average combined loans receivable – principal, finance charges increased $30.2 million during the three months ended September 30, 2018 compared to the same prior year period, which is the primary driver for the change in revenues, partially offset by change in product mix. We expect the trend of increasing average combined loans receivable - principal and lower average APR to continue.

Cost of sales



	Three Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Cost of sales:
Provision for loan losses	$	113,896	57	%	$	96,203	56	%	$	17,693	18	%
Direct marketing costs	21,280		11		20,242		12		1,038		5
Other cost of sales	7,997		4		5,834		3		2,163		37
Total cost of sales	$	143,173	71	%	$	122,279	71	%	$	20,894	17	%

Provision for loan losses . Provision for loan losses increased by $17.7 million , or 18% , from $96.2 million for the three months ended September 30, 2017 to $113.9 million for the three months ended September 30, 2018 primarily due to a $20.1 million increase in net charge-offs resulting from an increase in the overall loan portfolio. This increase was partially offset by a decrease of $2.4 million in the additional provision for loan losses due to a slight decline in the combined loan loss reserve as a percentage of combined loans receivable, which, in turn, was due to stable credit quality and the continued maturation of the loan portfolio.

The tables below break out these changes by loan product:



	Three Months Ended September 30, 2018
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	40,796		$	29,394		$	70,190		$	10,341		$	80,531
Net charge-offs	(53,990		)	(33,103		)	(87,093		)	(13,252		)	(100,345		)
Provision for loan losses	61,716			38,243			99,959			13,937			113,896
Effect of foreign currency	—			—			—			(150		)	(150		)
Ending balance	$	48,522		$	34,534		$	83,056		$	10,876		$	93,932
Combined loans receivable(1)(2)	$	322,266		$	298,564		$	620,830		$	52,981		$	673,811
Combined loan loss reserve as a percentage of ending combined loans receivable	15		%	12		%	13		%	21		%	14		%
Net charge-offs as a percentage of revenues	52		%	50		%	51		%	41		%	50		%
Provision for loan losses as a percentage of revenues	60		%	58		%	59		%	44		%	57		%



	Three Months Ended September 30, 2017
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	41,029		$	20,686		$	61,715		$	8,125		$	69,840
Net charge-offs	(46,833		)	(24,691		)	(71,524		)	(8,708		)	(80,232		)
Provision for loan losses	55,560			31,807			87,367			8,836			96,203
Effect of foreign currency	—			—			—			258			258
Ending balance	$	49,756		$	27,802		$	77,558		$	8,511		$	86,069
Combined loans receivable(1)(2)	$	301,323		$	234,853		$	536,176		$	43,088		$	579,264
Combined loan loss reserve as a percentage of ending combined loans receivable	17		%	12		%	14		%	20		%	15		%
Net charge-offs as a percentage of revenues	50		%	47		%	49		%	34		%	46		%
Provision for loan losses as a percentage of revenues	59		%	60		%	59		%	34		%	56		%

_________


1.	Not a financial measure prepared in accordance with US GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with US GAAP.

2. Includes loans originated by third-party lenders through the CSO programs, which are not included in our financial statements.

Net charge-offs increased $20.1 million for the three months ended September 30, 2018 compared to the three months ended September 30, 2017 , due to the overall loan growth in the portfolio. Net charge-offs as a percentage of revenues for the three months ended September 30, 2018 was 50% , an increase from 46% for the comparable period in 2017. Loan loss provision for the three months ended September 30, 2018 totaled 57% of revenues, slightly higher than 56% for the three months ended September 30, 2017 . The credit quality of the portfolio has remained relatively stable compared to the prior year period.

Direct marketing costs . Direct marketing costs increased by $1.0 million , or 5% , from $20.2 million for the three months ended September 30, 2017 to $21.3 million for the three months ended September 30, 2018 . For the three months ended September 30, 2018 , the number of new customers acquired increased to 94,526 compared to 91,081 during the three months ended September 30, 2017 . The resulting CAC increased by $3 , or 1% , increasing to $225 from $222 in the prior year period. The overall CAC for the three months ended September 30, 2018 continued to be below the lower end of our targeted range of $250 to $300.

Other cost of sales . Other cost of sales increased by $2.2 million , or 37% , from $5.8 million for the three months ended September 30, 2017 to $8.0 million for the three months ended September 30, 2018 primarily due to increased affordability claim settlement expense of $3.0 million related to the Sunny product.

Operating expenses



	Three Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage
Operating expenses:
Compensation and benefits	$	24,380	12	%	$	19,502	11	%	$	4,878	25	%
Professional services	9,789		5		8,618		5		1,171		14
Selling and marketing	2,170		1		2,042		1		128		6
Occupancy and equipment	4,553		2		3,227		2		1,326		41
Depreciation and amortization	3,490		2		2,656		2		834		31
Other	1,233		1		1,085		1		148		14
Total operating expenses	$	45,615	23	%	$	37,130	21	%	$	8,485	23	%

Compensation and benefits . Compensation and benefits increased by $4.9 million , or 25% , from $19.5 million for the three months ended September 30, 2017 to $24.4 million for the three months ended September 30, 2018 primarily due to an increase in the number of employees as we continue to grow our business.

Professional services . Professional services increased by $1.2 million , or 14% , from $8.6 million for the three months ended September 30, 2017 to $9.8 million for the three months ended September 30, 2018 primarily due to increased legal expenses related to several Company initiatives.

Occupancy and equipment . Occupancy and equipment increased by $1.3 million , or 41% , from $3.2 million for the three months ended September 30, 2017 to $4.6 million for the three months ended September 30, 2018 primarily due to increased licenses and rent expense needed to support an increased number of employees as we continue to grow our business.

Depreciation and amortization . Depreciation and amortization increased by $0.8 million , or 31% , from $2.7 million for the three months ended September 30, 2017 to $3.5 million for the three months ended September 30, 2018 primarily due to increased property and equipment.

Net interest expense



	Three Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net interest expense	$	19,810	10	%	$	17,261	10	%	$	2,549	15	%

Net interest expense increased $2.5 million , or 15% , during the three months ended September 30, 2018 as compared to the prior year period. At September 30, 2017 , we had an average balance of $467.8 million in notes payable outstanding under our debt facilities, which increased to $538.1 million at September 30, 2018 , resulting in additional interest expense of approximately $2.6 million, partially offset by the impact of a slightly lower interest rate for the three months ended September 30, 2018 as compared to the prior year period. In January 2018, the Company entered into interest rate caps, which cap 3-month LIBOR at 1.75%, to mitigate the floating interest rate risk on $240 million of the US Term Notes included in the VPC Facility and on $216 million of the ESPV Facility. Our average effective interest rate on our notes payable outstanding has remained consistent at 14.6% for the three months ended September 30, 2018 and 2017.

The following table shows the effective cost of funds of each debt facility for the period:



	Three Months Ended September 30,
(Dollars in thousands)	2018			2017

VPC Facility
Average facility balance during the period	$	313,610		$	279,915
Net interest expense	11,235			10,435
Effective cost of funds	14.2		%	14.8		%

ESPV Facility
Average facility balance during the period	$	224,456		$	187,859
Net interest expense	8,575			6,826
Effective cost of funds	15.2		%	14.4		%

Foreign currency transaction (loss) gain

During the three months ended September 30, 2018 , we realized a $0.3 million loss in foreign currency remeasurement primarily related to a portion of the debt facility that our UK entity, Elevate Credit International, Ltd., has with a third party lender, VPC, which is denominated in US dollars. The foreign currency remeasurement gain for the three months ended September 30, 2017 was $0.5 million .

Non-operating loss

During the three months ended September 30, 2017, we recognized non-operating losses related to the change in fair value on the embedded derivative in the Convertible Term Notes as discussed in Note 8 — Fair Value Measurements in the Condensed Consolidated Financial Statements. No non-operating gains or losses were recognized in the three months ended September 30, 2018.

Income tax benefit



	Three Months Ended September 30,										Period-to-period change
	2018					2017					Period-to-period change
(Dollars in thousands)	Amount			Percentage of revenues		Amount			Percentage of revenues		Amount			Percentage

Income tax benefit	$	(3,209	)	(2	)%	$	(3,979	)	(2	)%	$	(770	)	19	%

Our income tax benefit decreased $0.8 million , or 19% , from a $4.0 million benefit for the three months ended September 30, 2017 to $3.2 million benefit for the three months ended September 30, 2018 . Our consolidated effective tax rates for the three months ended September 30, 2018 and 2017 were 43% and 117%, respectively. Our effective tax rates are different from the standard corporate federal income tax rate of 21% in the US and 19% in the UK primarily due to our permanent non-deductible and discrete tax items. In addition, in the US, our effective tax rate is impacted by corporate state tax obligations in the states where we have lending activities. The Company's US cash effective tax rate was approximately 1% for the third quarter of 2018. Our UK operations have generated net operating losses which have a full valuation allowance provided due to the lack of sufficient objective evidence regarding the realizability of this asset. Therefore, no UK deferred tax benefit has been recognized in the financial statements for the three months ended September 30, 2018 and 2017 .

Net income (loss)



	Three Months Ended September 30,									Period-to-period change
	2018					2017				Period-to-period change
(Dollars in thousands)	Amount			Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Net income (loss)	$	(4,234	)	(2	)%	$	590	—	%	$	(4,824	)	(818	)%

Our net income (loss) decreased $4.8 million , from net income of $0.6 million for the three months ended September 30, 2017 to a net loss of $4.2 million for the three months ended September 30, 2018 due to increases in gross profit offset by higher operating expenses and interest expense, as mentioned above.

Comparison of the nine months ended September 30, 2018 and 2017

Revenues



	Nine Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount			Percentage

Finance charges	$	576,068	99	%	$	474,803	99	%	$	101,265		21	%
Other	3,326		1		4,886		1		(1,560		)	(32	)
Revenues	$	579,394	100	%	$	479,689	100	%	$	99,705		21	%

Revenues increased by $99.7 million , or 21% , from $479.7 million for the nine months ended September 30, 2017 to $579.4 million for the nine months ended September 30, 2018 . This growth in revenues was primarily attributable to increased finance charges driven by growth in our average loan balances, partially offset by a decrease in our overall APR, as illustrated in the tables below. Over time, we expect our average customer loan balance to continue to increase and the related overall effective APR of our loan portfolio to decrease as our loan portfolio continues to grow and mature with more existing and repeat customers who pay lower interest rates over time.

The tables below break out this change in revenue (including CSO acquisition fees and cash advance fees) by product:



	Nine Months Ended September 30, 2018
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	290,828		$	253,648		$	544,476		$	52,098		$	596,574
Effective APR	138		%	97		%	119		%	235		%	129		%
Finance charges	$	300,711		$	183,877		$	484,588		$	91,480		$	576,068
Other	1,670			1,425			3,095			231			3,326
Total revenue	$	302,381		$	185,302		$	487,683		$	91,711		$	579,394

	Nine Months Ended September 30, 2017
(Dollars in thousands)	Rise(1)			Elastic			Total Domestic			Sunny			Total

Average combined loans receivable – principal(2)	$	247,339		$	191,006		$	438,345		$	42,915		$	481,260
Effective APR	141		%	96		%	122		%	235		%	132		%
Finance charges	$	261,499		$	137,841		$	399,340		$	75,463		$	474,803
Other	3,265			1,385			4,650			236			4,886
Total revenue	$	264,764		$	139,226		$	403,990		$	75,699		$	479,689

_________

(1) Includes loans originated by third party lenders through the CSO programs, which are not included in the Company’s condensed consolidated financial statements.

During the nine months ended September 30, 2018 , our average combined loans receivable – principal increased $115.3 million compared to the prior year period as we continued to market our Rise, Sunny and Elastic products in the US and UK. As a result of the increased average combined loans receivable – principal, finance charges increased $111.3 million during the nine months ended September 30, 2018 compared to the same prior year period. We expect this trend of increasing average combined loans receivable – principal year-over-year and lower average APR to continue. This increase was offset by a decrease of $10.8 million due to a reduction in our average APR due to the strong growth in Elastic, which has the lowest APR of the three products and as the Rise and Sunny installment loan portfolios continue to mature and existing customers continue to receive lower rates on subsequent loans. The remaining increase was due to product mix partially offset by changes in the US dollar to British pound exchange rate.

Cost of sales



	Nine Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Cost of sales:
Provision for loan losses	$	294,636	51	%	$	251,293	52	%	$	43,343	17	%
Direct marketing costs	64,155		11		50,322		10		13,833		27
Other cost of sales	20,892		4		14,367		3		6,525		45
Total cost of sales	$	379,683	66	%	$	315,982	66	%	$	63,701	20	%

Provision for loan losses . Provision for loan losses increased by $43.3 million , or 17% , from $251.3 million for the nine months ended September 30, 2017 to $294.6 million for the nine months ended September 30, 2018 primarily due to a $45.8 million increase in net charge-offs resulting from an increase in the overall loan portfolio.

The tables below break out these changes by loan product:



	Nine Months Ended September 30, 2018
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	55,867		$	28,870		$	84,737		$	9,052		$	93,789
Net charge-offs	(166,931		)	(91,278		)	(258,209		)	(35,934		)	(294,143		)
Provision for loan losses	159,586			96,942			256,528			38,108			294,636
Effect of foreign currency	—			—			—			(350		)	(350		)
Ending balance	$	48,522		$	34,534		$	83,056		$	10,876		$	93,932
Combined loans receivable(1)(2)	$	322,266		$	298,564		$	620,830		$	52,981		$	673,811
Combined loan loss reserve as a percentage of ending combined loans receivable	15		%	12		%	13		%	21		%	14		%
Net charge-offs as a percentage of revenues	55		%	49		%	53		%	39		%	51		%
Provision for loan losses as a percentage of revenues	53		%	52		%	53		%	42		%	51		%



	Nine Months Ended September 30, 2017
(Dollars in thousands)	Rise			Elastic			Total Domestic			Sunny			Total

Combined loan loss reserve(1):
Beginning balance	$	53,336		$	19,389		$	72,725		$	9,651		$	82,376
Net charge-offs	(149,509		)	(68,630		)	(218,139		)	(30,253		)	(248,392		)
Provision for loan losses	145,929			77,043			222,972			28,321			251,293
Effect of foreign currency	—			—			—			792			792
Ending balance	$	49,756		$	27,802		$	77,558		$	8,511		$	86,069
Combined loans receivable(1)(2)	$	301,323		$	234,853		$	536,176		$	43,088		$	579,264
Combined loan loss reserve as a percentage of ending combined loans receivable	17		%	12		%	14		%	20		%	15		%
Net charge-offs as a percentage of revenues	56		%	49		%	54		%	40		%	52		%
Provision for loan losses as a percentage of revenues	55		%	55		%	55		%	37		%	52		%

_________


1.	Not a financial measure prepared in accordance with GAAP. See “—Non-GAAP Financial Measures” for more information and for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.


2.	Includes loans originated by third-party lenders through the CSO programs, which are not included in our financial statements.

Net charge-offs increased $45.8 million for the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 , primarily due to loan growth in all three products during 2018. Net charge-offs as a percentage of revenues for the nine months ended September 30, 2018 was 51% , a decrease from 52% for the comparable period in 2017. Total loan loss provision for the nine months ended September 30, 2018 was 51% of revenues as compared to 52% of revenue for the nine months ended September 30, 2017 , which was within our targeted range of 45% to 55%.

Direct marketing costs . Direct marketing costs increased 27% for the nine months ended September 30, 2018 compared to the same period in 2017. This increase was primarily due to an increase in the number of new customers acquired, which increased to 249,807 compared to 210,522 during the nine months ended September 30, 2017 . The resulting CAC increased to $257 from $239 in the prior year period. We expect marketing expenses to remain within or below our targeted range of $250 to $300 as we continue to optimize the efficiency of our marketing channels in the last quarter of 2018.

Other cost of sales . Other cost of sales increased by $6.5 million , or 45% , from $14.4 million for the nine months ended September 30, 2017 to $20.9 million for the nine months ended September 30, 2018 due to increased data verification costs incurred from the higher new loan volume for all products and increased affordability claim settlement expenses primarily related to the Sunny product.

Operating expenses



	Nine Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Operating expenses:
Compensation and benefits	$	70,187	12	%	$	60,854	13	%	$	9,333	15	%
Professional services	26,475		5		25,045		5		1,430		6
Selling and marketing	7,525		1		6,662		1		863		13
Occupancy and equipment	13,302		2		10,003		2		3,299		33
Depreciation and amortization	9,167		2		7,657		2		1,510		20
Other	4,018		1		3,095		1	%	923		30
Total operating expenses	$	130,674	23	%	$	113,316	24	%	$	17,358	15	%

Compensation and benefits . Compensation and benefits increased by $9.3 million , or 15% , from $60.9 million for the nine months ended September 30, 2017 to $70.2 million for the nine months ended September 30, 2018 primarily due to increased share-based compensation expenses and an increase in the number of employees as we continue to grow our business.

Professional services . Professional services increased by $1.4 million , or 6% , from $25.0 million for the nine months ended September 30, 2017 to $26.5 million for the nine months ended September 30, 2018 due to increased legal costs related to several Company initiatives.

Selling and marketing . Selling and marketing increased by $0.9 million , or 13% , from $6.7 million for the nine months ended September 30, 2017 to $7.5 million for the nine months ended September 30, 2018 primarily due to increased agency spend associated with television campaigns.

Occupancy and equipment . Occupancy and equipment increased by $3.3 million , or 33% , from $10.0 million for the nine months ended September 30, 2017 to $13.3 million for the nine months ended September 30, 2018 primarily due to increased licenses and rent expense needed to support an increased number of employees as we continue to grow our business.

Depreciation and amortization . Depreciation and amortization increased by $1.5 million , or 20% , from $7.7 million for the nine months ended September 30, 2017 to $9.2 million for the nine months ended September 30, 2018 primarily due to increased property and equipment.

Other expenses . Other expenses increased by $0.9 million , or 30% , from $3.1 million for the nine months ended September 30, 2017 to $4.0 million for the nine months ended September 30, 2018 due to costs associated with growing our business.

Net interest expense



	Nine Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net interest expense	$	58,286	10	%	$	54,602	11	%	$	3,684	7	%

Net interest expense increased $3.7 million , or 7% , during the nine months ended September 30, 2018 versus the nine months ended September 30, 2017 as we borrowed more debt from our third party lender, VPC, to continue to fund Rise, Elastic and Sunny loan growth, as well as working capital for general corporate purposes. At September 30, 2017 , we had $478.1 million in notes payable outstanding under these debt facilities, which increased to $549.5 million at September 30, 2018 primarily related to growth in our loan portfolio. In January 2018, the Company entered into interest rate caps, which cap 3-month LIBOR at 1.75%, to mitigate the floating interest rate risk on $240 million of the US Term Notes included in the VPC Facility and on $216 million of the ESPV Facility. In April 2017, substantially all of the net proceeds fr om the IPO were used to repay a portion of the outstanding amount of debt under the VPC Facility, thus reducing future net interest expense. In addition, $2.7 million of interest expense related to the amortization of the debt discount associated with the Convertible Term Notes was recognized for the nine months ended September 30, 2017. Of this amount, $2.0 million related to the $14.9 million repayment on the Convertible Term Notes.

The following table shows the effective cost of funds of each debt facility for the period:



	Nine Months Ended September 30,
(Dollars in thousands)	2018			2017

VPC Facility
Average facility balance during the period	$	309,199		$	312,125
Net interest expense	33,553			36,881
Less: acceleration of debt discount associated with the repayment of the Convertible Term Note	—			(1,974		)
Net interest expense, as adjusted	$	33,553		$	34,907
Effective cost of funds	14.5		%	15.8		%
Effective cost of funds, as adjusted	14.5		%	15.0		%

ESPV Facility
Average facility balance during the period	$	218,557		$	165,585
Net interest expense	24,733			17,721
Effective cost of funds	15.1		%	14.3		%

Foreign currency transaction (loss) gain

During the nine months ended September 30, 2018 , we realized a $0.8 million loss on foreign currency remeasurement primarily related to the debt facility that our UK entity, Elevate Credit International, Ltd., has with a third party lender, VPC, which is denominated in US dollars. The foreign currency remeasurement gain for the nine months ended September 30, 2017 was $2.8 million .

Non-operating gain (loss)

During the nine months ended September 30, 2018, we recognized non-operating losses related to the change in fair value on the embedded derivative in the Convertible Term Notes as discussed in Note 8—Fair Value Measurements in the Condensed Consolidated Financial Statements. During the nine months ended September 30, 2017 , we recognized $2.7 million in non-operating income related to the change in fair value on the embedded derivative in the Convertible Term Notes, primarily related to the reduction of the derivative liability associated with the $14.9 million repayment on the Convertible Term Notes. In addition, we recognized $0.3 million losses related to mark-to-market adjustments.

Income tax expense (benefit)



	Nine Months Ended September 30,									Period-to-period change
	2018				2017					Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount			Percentage of revenues		Amount			Percentage

Income tax expense (benefit)	$	1,536	—	%	$	(4,262	)	(1	)%	$	(5,798	)	136	%

Our income tax expense increased $5.8 million , from a benefit of $4.3 million for the nine months ended September 30, 2017 to an expense of $1.5 million for the nine months ended September 30, 2018 . Our consolidated effective tax rates for the nine months ended September 30, 2018 and 2017 was 15% and negative 419%, respectively. Our consolidated effective tax rates are different from the 2018 and 2017 standard corporate federal income tax rates of 21% and 35%, respectively, in the US and 19% in the UK primarily due to our permanent non-deductible and discrete tax items. In addition, in the US, our effective tax rate is impacted by corporate state tax obligations in the states where we have lending activities. The Company's US cash effective tax rate was approximately 1% for the first nine months of 2018. Our UK operations have generated net operating losses which have a full valuation allowance provided due to the lack of sufficient objective evidence regarding the realizability of this asset. Therefore, no UK deferred tax benefit has been recognized in the financial statements for the nine months ended September 30, 2018 and 2017 .

Net income



	Nine Months Ended September 30,								Period-to-period change
	2018				2017				Period-to-period change
(Dollars in thousands)	Amount		Percentage of revenues		Amount		Percentage of revenues		Amount		Percentage

Net income	$	8,377	1	%	$	5,278	1	%	$	3,099	59	%

Our net income increased $3.1 million , from $5.3 million for the nine months ended September 30, 2017 to $8.4 million for the nine months ended September 30, 2018 . This increase was due to an increase in revenue that resulted from an increase in our overall loan portfolio in addition to improved efficiencies as we continue to grow our business.

LIQUIDITY AND CAPITAL RESOURCES

We principally rely on our working capital, funds from third party lenders under the CSO programs, and our credit facility with VPC to fund the loans we make to our customers.

Debt Facilities

VPC Facility

On January 30, 2014, we entered into the VPC Facility in order to fund our Rise and Sunny products and provide working capital. Since originally entering into the VPC Facility, it has been amended several times to increase the maximum total borrowing amount available and other terms of the VPC Facility.

The VPC Facility provided the following term notes as of September 30, 2018:

•

US Term Note with a maximum borrowing amount of $350 million at a base rate (defined as the 3-month LIBOR with a 1% floor) plus 11% for the outstanding balance used to fund the Rise loan portfolio. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the $240 million outstanding as of September 30, 2018 . In addition to VPC, which has committed $290 million to this facility, there are currently three other lenders that have committed $20 million each to this facility.


•	UK Term Note with a maximum borrowing amount of approximately $48 million at a base rate (defined as the 3-month LIBOR rate) plus 14% used to fund the Sunny loan portfolio.


•	4 ^th Tranche Term Note with a maximum borrowing amount of $35 million bearing interest at a base rate (defined as the 3-month LIBOR, with a 1% floor) plus 13% used to fund working capital.

There are no principal payments due or scheduled under the VPC Facility until the maturity date of the US Term Note, the UK Term Note and the 4 ^th Tranche Term Note on February 1, 2021.

All of our assets are pledged as collateral to secure the VPC Facility. The agreement contains customary financial covenants, including a maximum loan to value ratio of between 0.75 and 0.85, depending on the actual charge-off rate as of the relevant measurement date, a maximum principal charge-off rate of not greater than 20%, determined by the product of the ratio of principal balances charged-off or past due to principal balances due for the current, 1-30 and 31-60 delinquency status periods determined as of the month of charge-off and the preceding two month period, and a maximum first payment default rate of not greater than 20% for any month and not greater than 17.5% for any two months during any three month period. Additionally, our corporate cash balance must exceed $5 million at all times, and the book value of the equity must exceed $5 million as of the last day of any calendar month. We were in compliance with all covenants as of September 30, 2018 .

ESPV Facility

Elastic funding

Elastic SPV structure

As of July 1, 2015, loan participations are sold by Republic Bank to Elastic SPV. We do not own Elastic SPV, but effective July 1, 2015 we entered into a credit default protection agreement with Elastic SPV whereby we agreed to provide credit protection to the investors in Elastic SPV against Elastic loan losses in return for a credit premium. Per the terms of the agreement, under US GAAP, the Company qualifies as the primary beneficiary of Elastic SPV and we are required to consolidate the financial results of Elastic SPV as a variable interest entity in our consolidated financial results. Accordingly, the presentation of this structure does not differ from the presentation of the previous structure reflected in our financial statements, as we continue to earn revenues and incur losses on 90% of the Elastic lines of credit originated by Republic Bank that are sold to Elastic SPV.

Elastic SPV receives its funding from VPC in the ESPV Facility, which was finalized on July 13, 2015. The ESPV Facility provides for a maximum borrowing amount of $50 million at a base rate (defined as the greater of the 3-month LIBOR rate or 1% per annum) plus 13% for the outstanding balance up to $50 million. To continue to fund Elastic growth, as of October 21, 2015, the maximum borrowing amount was expanded to $100 million at a base rate plus 12% for any outstanding balance greater than $50 million. On July 14, 2016, the ESPV Facility was further amended, providing a credit facility with a maximum borrowing amount of $150 million. Interest is charged at a base rate (defined as the greater of the 3-month LIBOR rate or 1% per annum) plus 13% for the outstanding balance up to $50 million, 12% for the outstanding balance greater than $50 million, and 13.5% for the outstanding balance greater than $100 million.

On April 27, 2017, the ESPV Facility was further amended to increase the borrowing base to $250 million, decrease each of the interest rates by 1.0% effective July 1, 2019 and add a base rate (defined as the greater of the 3-month LIBOR or 1% per annum) plus 12.75% for borrowing amounts greater than $150 million, which will decrease to the base rate plus 11.75% effective July 1, 2019. The amendment also extended the maturity date for the ESPV Facility, to July 1, 2021. The Company entered into an interest rate cap on January 11, 2018 to mitigate the floating rate interest risk on the $216 million of the $235 million outstanding as of September 30, 2018 . As of September 30, 2018 , the base rate of the ESPV Facility was 1.75% per annum for the outstanding balance. There are no principal payments due or scheduled until the credit facility maturity date of July 1, 2021.

All of our assets are pledged as collateral to secure the ESPV Facility. The agreement contains customary financial covenants, including a maximum loan to value ratio of between 0.75 and 0.85, depending on the actual charge off rate as of the relevant measurement date, a maximum principal charge-off rate of not greater than 20%, determined by the product of the ratio of principal balances charged-off or past due to principal balances due for the current, 1-30 and 31-60 delinquency status periods determined as of the month of charge-off and the preceding two month period, and a maximum first payment default rate of not greater than 15% for any one calendar month and for two months during any three month period. We were in compliance with all covenants as of September 30, 2018 .

Outstanding Notes Payable

The outstanding balance of notes payable as of September 30, 2018 is as follows:



(Dollars in thousands)	September 30, 2018
US Term Note bearing interest at 3-month LIBOR + 11%	$	240,000
UK Term Note bearing interest at 3-month LIBOR + 14%	39,481
4th Tranche Term Note bearing interest at 3-month LIBOR + 13%	35,050
ESPV Term Note bearing interest at 3-month LIBOR + 12-13.5%	235,000
Total	549,531

The following table presents the future debt maturities as of September 30, 2018 :



Year (dollars in thousands)	September 30, 2018
Remainder of 2018	$	—
2019	—
2020	—
2021	549,531
2022	—
Total	$	549,531

Cash and cash equivalents, restricted cash, loans (net of allowance for loan losses), and cash flows

The following table summarizes our cash and cash equivalents, restricted cash, loans receivable, net and cash flows for the periods indicated:



	As of and for the nine months ended September 30,
(Dollars in thousands)	2018			2017

Cash and cash equivalents	$	54,794		$	53,473
Restricted cash	1,593			1,640
Loans receivable, net	542,976			458,584
Cash provided by (used in):
Operating activities	257,150			209,628
Investing activities	(277,091		)	(277,770		)
Financing activities	33,719			67,143

Our cash and cash equivalents at September 30, 2018 were held primarily for working capital purposes and to fund our lending activities. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate working capital requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our excess cash is invested primarily in demand deposit accounts that are currently providing only a minimal return.

Net cash provided by operating activities

We generated $257.2 million in cash from our operating activities for the nine months ended September 30, 2018 , primarily from revenues derived from our loan portfolio. This was up $47.5 million from the $209.6 million of cash provided by operating activities during the nine months ended September 30, 2017 . This increase was the result of the growth in our loan portfolio in 2018, which contributed to the $99.7 million increase in our revenues for the nine months ended September 30, 2018 compared to the same prior year period.

Net cash used in investing activities

For the nine months ended September 30, 2018 and 2017 , cash used in investing activities was $277.1 million and $277.8 million , respectively. The decrease of $10 million in net cash used in net loans issued to customers was primarily due to the increase in payments from customers offsetting the increase in loan originations to customers. This decrease was offset by an $8.9 million increase in purchases of property and equipment. The following table summarizes cash used in investing activities for the periods indicated:



	For the nine months ended September 30,
(Dollars in thousands)	2018			2017

Cash used in investing activities
Net loans issued to consumers, less repayments	$	(250,914	)	$	(261,040	)
Participation premium paid	(4,740		)	(4,227		)
Purchases of property and equipment	(21,437		)	(12,503		)
	$	(277,091	)	$	(277,770	)

Net cash provided by financing activities

Cash flows from financing activities primarily include cash flows associated with our debt facilities, the issuance of stock related to our IPO and activity related to stock awards. For the nine months ended September 30, 2018 and 2017 , cash provided by financing activities was $33.7 million and $67.1 million , respectively. The following table summarizes cash provided by (used in) financing activities for the periods indicated:



	For the nine months ended September 30,
(Dollars in thousands)	2018			2017

Cash provided by (used in) financing activities
Proceeds of Notes payable, net	$	35,907		$	66,635
Payments on Notes payable	—			(84,950		)
Cash paid for interest rate caps	(1,367		)	—
Settlement of derivative liability	(2,010		)	—
Proceeds from issuance of stock, net	781			85,479
Other activities	408			(21		)
	$	33,719		$	67,143

The decrease in cash provided by financing activities for the nine months ended September 30, 2018 versus the comparable period of 2017 was primarily due to fewer borrowings as we funded more of our growth using operating cash flows. Cash flows from the prior year period included proceeds received in our IPO, which were primarily used as payments on notes payable resulting in a net source of cash provided by financing activities of $1.8 million excluding equity issuance costs.

Free Cash Flow

In addition to the above, we also review FCF when analyzing our cash flows from operations. We calculate free cash flow as cash flows from operating activities, adjusted for the principal loan net charge-offs and capital expenditures incurred during the period. While this is a non-GAAP measure, we believe it provides a useful presentation of cash flows derived from our core operating activities.



	For the nine months ended September 30,
(Dollars in thousands)	2018			2017

Net cash provided by operating activities	$	257,150		$	209,628
Adjustments:
Net charge-offs – combined principal loans	(229,487		)	(197,388		)
Capital expenditures	(21,437		)	(12,503		)
FCF	$	6,226		$	(263	)

Our FCF was $6.2 million for the first nine months of 2018 compared to negative $0.3 million for the comparable prior year period. The increase in our FCF was the result of the increase in cash provided by operations, which was partially offset by increased net charge-offs - combined principal loans during the first nine months of 2018 and increased capital expenditures.

Operating and capital expenditure requirements

We believe that our existing cash balances, together with the available borrowing capacity under our VPC Facility and ESPV Facility, will be sufficient to meet our anticipated cash operating expense and capital expenditure requirements through at least the next 12 months. If our loan growth exceeds our expectations, our available cash balances may be insufficient to satisfy our liquidity requirements, and we may seek additional equity or debt financing. This additional capital may not be available on reasonable terms, or at all.

CONTRACTUAL OBLIGATIONS

Our principal commitments consist of obligations under our debt facilities and operating lease obligations. There have been no material changes to our contractual obligations since December 31, 2017, with the exception of the automatic extensions of our debt facilities discussed previously. See “—Liquidity and Capital Resources.”

OFF-BALANCE SHEET ARRANGEMENTS

We provide services in connection with installment loans originated by independent third-party lenders (“CSO lenders”) whereby we act as a credit service organization/credit access business on behalf of consumers in accordance with applicable state laws through our “CSO program.” The CSO program includes arranging loans with CSO lenders, assisting in the loan application, documentation and servicing processes. Under the CSO program, we guarantee the repayment of a customer’s loan to the CSO lenders as part of the credit services we provide to the customer. A customer who obtains a loan through the CSO program pays us a fee for the credit services, including the guaranty, and enters into a contract with the CSO lenders governing the credit services arrangement. We estimate a liability for losses associated with the guaranty provided to the CSO lenders using assumptions and methodologies similar to the allowance for loan losses, which we recognize for our consumer loans.

RECENT REGULATORY DEVELOPMENTS

On July 30, 2018, the Ohio Governor signed legislation which places limits on short-term loans and extensions of credit. The legislation sets specific limits for fees, charges and interest that can be assessed on small loans with a maximum loan amount of $1,000. The new law applies to credit extended on or after April 26, 2019. Management does not anticipate that the legislation will have a material adverse effect on the Company. We cannot currently assess the likelihood of any other future unfavorable federal, state, local or international legislation or regulations being proposed or enacted that could affect our products and services.

As of September 30, 2018 , the Company accrued approximately $947 thousand for the claims received that were determined to be probable and reasonably estimable based on the Company's historical loss rates related to these claims. The outcomes of the adjudication of these claims may differ from the Company's estimates, and as a result, the Company's estimates may change in the near term and the effect of any such change could be material to the financial statements. The Company continues to monitor the matters for further developments that could affect amount of the accrued liability recognized.

BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES

Revenue recognition

We realize revenues in connection with the consumer loans we offer for each of our products, including finance charges, lines of credit fees and fees for services provided through CSO programs (“CSO fees”). Generally, all of our revenues consist of finance charges on Rise and Sunny installment loans, cash advance fees associated with the Elastic line of credit product, and fees for services provided through CSO programs associated with Rise installment loans in Texas and Ohio. The Company also recorded revenues related to the sale of customer applications to unrelated third parties. These applications are sold with the customer’s consent in the event that the Company or its CSO lenders are unable to offer the customer a loan. Revenue is recognized at the time of the sale. Other revenues also include marketing and licensing fees received from the originating lender related to the Elastic product and CSO programs. Revenue related to these fees is recognized when service is performed.

We recognize finance charges on installment loans on a constant yield basis over their terms. We realize fees such as CSO fees and lines of credit fees as they are earned over the term of the loan. We do not recognize finance charges or other fees on installment loans or lines of credit more than 60 days past due based on management’s historical experience that such past due loans and lines of credit are unlikely to be repaid, and thus, the loans are charged off. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. Payments received on past due loans are applied against the loan and accrued interest balance to bring the loan current. When payments are received, they are first applied to accrued charges and fees, then interest, and then to the principal loan balance.

Allowance and liability for estimated losses on consumer loans

Credit losses are an inherent part of outstanding loans receivable. We maintain an allowance for loan losses for loans and interest receivable at a level estimated to be adequate to absorb such losses based primarily on our analysis of historical loss rates by product, stratified by delinquency ranges. We also consider recent collection and delinquency trends, as well as macro-economic conditions that we believe may affect portfolio losses. Additionally, due to the uncertainty of economic conditions and cash flow resources of our customers, we adjust our estimates as needed, with the result that the allowance for loan losses is subject to change in the near-term, which could significantly impact our consolidated financial statements. If a loan is deemed to be uncollectible before it is fully reserved based on information we become aware of (e.g., receipt of customer bankruptcy notice), we charge off such loan at that time. In addition, allowance for loan losses is impacted by the impairment of certain loans considered to be troubled debt restructurings ("TDR").

We classify our loans as either current or past due. A customer in good standing may request a 16 day grace period when or before a payment becomes due, and if granted, the loan is considered current during the grace period. Installment loans and lines of credit are considered past due if a grace period has not been requested and a scheduled payment is not paid on its due date. As noted above, we believe that loans and lines of credit more than 60 days past due have a low probability of being repaid. We charge off such overdue loans and reduce the allowance accordingly. Any recoveries on loans previously charged to the allowance are credited to the allowance when collected.

Liability for estimated losses on credit service organization loans

Under the CSO program, we guarantee the repayment of a customer’s loan to the CSO lenders as part of the credit services we provide to the customer. A customer who obtains a loan through the CSO program pays us a fee for the credit services, including the guaranty, and enters into a contract with the CSO lenders governing the credit services arrangement. We estimate a liability for losses associated with the guaranty provided to the CSO lenders using assumptions and methodologies similar to the allowance for loan losses, which we recognize for our consumer loans.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We perform an impairment review of goodwill and intangible assets with an indefinite life annually at October 31 and between annual tests if we determine that an event has occurred or circumstances changed in a way that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Such a determination may be based on our consideration of macro-economic and other factors and trends, such as current and projected financial performance, interest rates and access to capital.

Our impairment evaluation of goodwill is based on comparing the fair value of the respective reporting unit to its carrying value. The fair value of the reporting unit is determined based on a weighted average of the income and market approaches. The income approach establishes fair value based on estimated future cash flows of the reporting unit, discounted by an estimated weighted-average cost of capital developed using the capital asset pricing model, which reflects the overall level of inherent risk of the reporting unit. The income approach uses our projections of financial performance for a six- to nine-year period and includes assumptions about future revenue growth rates, operating margins and terminal values. The market approach establishes fair value by applying cash flow multiples to the respective reporting unit’s operating performance. The multiples are derived from other publicly traded companies that are similar but not identical from an operational and economic standpoint.

We completed our 2017 annual test and determined that there was no evidence of impairment of goodwill for the two reporting units that have goodwill. Although no goodwill impairment was noted, there can be no assurances that future goodwill impairments will not occur.

Internal-use software development costs

We capitalize certain costs related to software developed for internal-use, primarily associated with the ongoing development and enhancement of our technology platform. Costs incurred in the preliminary development and post-development stages are expensed. These costs are amortized on a straight-line basis over the estimated useful life of the related asset, generally three years.

Income taxes

Our income tax expense (benefit) and deferred income tax balances in the consolidated financial statements have been calculated on a separate tax return basis. As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax expense (benefit) based on various factors and assumptions, together with assessing temporary differences in recognition of income for tax and accounting purposes. These differences result in net deferred tax assets and are included within the Condensed Consolidated Balance Sheets. We then must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we must establish a valuation allowance. An expense or benefit is included within the tax provision in the Consolidated Statements of Operations for any increase or decrease in the valuation allowance for a given period.

We perform an evaluation of the recoverability of our deferred tax assets on a quarterly basis. We establish a valuation allowance if it is more likely than not (greater than 50 percent) that all or some portion of the deferred tax asset will not be realized. We analyze several factors, including the nature and frequency of operating losses, our carryforward period for any losses, the reversal of future taxable temporary differences, the expected occurrence of future income or loss and the feasibility of available tax planning strategies to protect against the loss of deferred tax assets. We have established a full valuation allowance for our UK deferred tax assets due to the lack of sufficient objective evidence supporting the realization of these assets in the foreseeable future.

We account for uncertainty in income taxes in accordance with applicable guidance, which requires that a more-likely-than-not threshold be met before the benefit of a tax position may be recognized in the consolidated financial statements and prescribes how such benefit should be measured. We must evaluate tax positions taken on our tax returns for all periods that are open to examination by taxing authorities and make a judgment as to whether and to what extent such positions are more likely than not to be sustained based on merit.

Our judgment is required in determining the provision for income taxes, the deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. Our judgment is also required in evaluating whether tax benefits meet the more-likely-than-not threshold for recognition.

Share-Based Compensation

In accordance with applicable accounting standards, all share-based compensation, consisting of stock options and restricted stock units (“RSUs") issued to employees is measured based on the grant-date fair value of the awards and recognized as compensation expense on a straight-line basis over the period during which the recipient is required to perform services in exchange for the award (the requisite service period). Starting July 2017, we also have an employee stock purchase plan (“ESPP”). The determination of fair value of share-based payment awards and ESPP purchase rights on the date of grant using option-pricing models is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, actual and projected employee stock option exercise activity, risk-free interest rate, expected dividends and expected term. We use the Black-Scholes-Merton Option Pricing Model to estimate the grant-date fair value of stock options. We also use an equity valuation model to estimate the grant-date fair value of RSUs. Additionally, the recognition of share-based compensation expense requires an estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited.

Derivative Financial Instruments

Our derivative financial instruments include bifurcated embedded derivatives that were identified within the Convertible Term Notes and interest rate caps on our US Term Notes and our ESPV Facility, which are cash flow hedges. The derivatives are recorded as assets or liabilities at fair value. Changes in the bifurcated embedded derivatives' fair value are immediately included in earnings. Changes in the interest rate caps fair value are included in Accumulated other comprehensive income and subsequently reclassified to interest expense when the hedged expenses are recorded.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND JOBS ACT ELECTION

Under the Jumpstart Our Business Startups Act (the “JOBS Act”), we meet the definition of an emerging growth company. We have irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Recently Adopted Accounting Standards

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of Effective Date ("ASU 2015-14"), which defers the effective date of this guidance by one year, to the annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. A reporting entity may choose to early adopt the guidance as of the original effective date. In April 2016, the FASB issued ASU 2016-10, Revenues from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarifies the guidance related to identifying performance obligations and licensing implementation. The Company adopted all amendments of ASU 2016-10 using the alternative transition method, which requires the application of the guidance only to contracts that are uncompleted on the date of initial application. As a result of the scope exception for financial contracts, the Company's management has determined that there are no material changes to the nature, extent or timing of revenues and expenses; additionally, the adoption of ASU 2014-09 did not have a significant impact to pretax income upon adoption as of September 30, 2018 .

Accounting Standards to be Adopted in Future Periods

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates, commodity prices, equity prices and other market changes. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes, although in the future we may continue to enter into interest rate hedging or enter into exchange rate hedging arrangements to manage the risks described below.

Interest rate sensitivity

Our cash and cash equivalents as of September 30, 2018 consisted of demand deposit accounts. Our primary exposure to market risk for our cash and cash equivalents is interest income sensitivity, which is affected by changes in the general level of US interest rates. Given the currently low US interest rates, we generate only a de minimis amount of interest income from these deposits.

All of our customer loan portfolios are fixed APR loans and not variable in nature. Additionally, given the high APR’s associated with these loans, we do not believe there is any interest rate sensitivity associated with our customer loan portfolio.

Our VPC Facility and ESPV Facility are variable rate in nature and tied to the 3-month LIBOR rate. In January 2018, the Company entered into interest rate caps, which cap 3-month LIBOR at 1.75%, to mitigate the floating interest rate risk on $240 million of the US Term Notes included in the VPC Facility and on $216 million of the ESPV Facility. Any increase in the 3-month LIBOR rate on borrowings not subject to an interest rate cap will result in an increase in our net interest expense. The outstanding balance of our VPC Facility at September 30, 2018 was $314.5 million and the balance at December 31, 2017 was $306.3 million. The outstanding balance of our ESPV Facility was $235 million and $208.0 million at September 30, 2018 and December 31, 2017 , respectively. Based on the average outstanding indebtedness through the nine months ended September 30, 2018 , a 1% (100 basis points) increase in interest rates would have increased our interest expense by approximately $0.9 million for the period.

Foreign currency exchange risk

We provide installment loans to customers in the UK. Interest income from our Sunny UK installment loans is earned in GBP. Fluctuations in exchange rate of the USD against the GBP and cash held in such foreign currency can result, and have resulted, in fluctuations in our operating income and foreign currency transaction gains and losses. We had foreign currency transaction gains (losses) of approximately $(0.8) million and $2.8 million during the nine months ended September 30, 2018 and 2017, respectively. We currently do not engage in any foreign exchange hedging activity but may do so in the future.

At September 30, 2018 , our GBP-denominated net assets were approximately $58.4 million (which excludes the $26.8 million then drawn under the USD-denominated UK term note under the VPC Facility). A hypothetical 10% strengthening or weakening in the value of the USD compared to the GBP at this date would have resulted in a decrease/increase in net assets of approximately $5.8 million. During the nine months ended September 30, 2018 , the GBP-denominated pre-tax loss was approximately $4.8 million. A hypothetical 10% strengthening or weakening in the value of the USD compared to the GBP during this period would have resulted in a decrease/increase in the pre-tax income of approximately $0.5 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

The Securities and Exchange Commission has adopted rules that generally require every company that files reports with the Commission to evaluate its effectiveness of internal controls over financial reporting. Our management, with the participation of our principal executive and principal financial officers, will not be required to evaluate the effectiveness of our internal controls over financial reporting until the filing of our Annual Report on Form 10-K for the annual period ending December 31, 2018, due to a transition period established by Commission rules applicable to new public companies.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

In addition to the matters discussed below, in the ordinary course of business, from time to time, we have been and may be named as a defendant in various legal proceedings arising in connection with our business activities, including affordability claims related to the Sunny product. We may also be involved, from time to time, in reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding our business (collectively, “regulatory matters”). We contest liability and/or the amount of damages as appropriate in each such pending matter. We do not anticipate that the ultimate liability, if any, arising out of any such pending matter will have a material effect on our financial condition, results of operations or cash flows.

Civil Investigative Demand

In June 2012, prior to the spin-off from Think Finance, Inc. ("TFI"), and in February 2016, after the spin-off, TFI received Civil Investigative Demands from the CFPB. The purpose of the Civil Investigative Demands was to determine whether small-dollar online lenders or other unnamed persons engaged in unlawful acts or practices relating to the advertising, marketing, provision, or collection of small-dollar loan products, in violation of Section 1036 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Electronic Funds Transfer Act, the Gramm-Leach-Bliley Act, or any other federal consumer financial law and to determine whether CFPB action to obtain legal or equitable relief would be in the public interest. Further, on November 15, 2017 the CFPB sued TFI alleging it deceived consumers into paying debts that were not valid and that it collected loan payments that consumers did not owe. While TFI’s business is distinct from our business, we cannot predict the final outcome of the Civil Investigative Demands or to what extent any obligations arising out of such final outcome will be applicable to our company or business, if at all.

Item 1A. Risk Factors

There have been no material changes from the Risk Factors described in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, except as set forth in Item 1A. “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and as set forth below.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Customer complaints or negative public perception of our business could result in a decline in our customer growth and our business could suffer.

Our reputation is very important to attracting new customers to our platform as well as securing repeat lending to existing customers. While we believe that we have a good reputation and that we provide customers with a superior experience, there can be no assurance that we will continue to maintain a good relationship with customers or avoid negative publicity.

In recent years, consumer advocacy groups and some media reports have advocated governmental action to prohibit or place severe restrictions on non-bank consumer loans. Such consumer advocacy groups and media reports generally focus on the annual percentage rate for this type of consumer loan, which is compared unfavorably to the interest typically charged by banks to consumers with top-tier credit histories. The finance charges assessed by us, the originating lenders and others in the industry can attract media publicity about the industry and be perceived as controversial. If the negative characterization of the types of loans we offer, including those originated through third-party lenders, becomes increasingly accepted by consumers, demand for any or all of our consumer loan products could significantly decrease, which could materially affect our business, prospects, results of operations, financial condition or cash flows. Additionally, if the negative characterization of these types of loans is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations applicable to consumer loan products that could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

Third parties may also seek to take advantage of unique regulations applicable to consumer loan products to drive up complaints and the cost of doing business in our industry. During the three months ended September 30, 2018, the Company's UK business began to receive an increased number of customer complaints initiated by claims management companies ("CMCs") related to the affordability assessment of certain loans. If the Company's evidence supports the affordability assessment and the Company rejects the claim, the customer has the right to take the complaint to the Financial Ombudsman Service (“FOS”) for further adjudication. We have incurred significant costs in the form of FOS administrative fees associated with each individual complaint submitted to FOS, operational costs necessary to manage the large volume of complaints, and payments we are required to make to customers to resolve these complaints. We believe that many of the increased claims against it are without merit and reflect the use of abusive and deceptive tactics by the CMCs. If we continue to experience an increased volume of complaints due to the activities of the CMCs and we are required to continue incurring significant costs to resolve such complaints, such costs could continue to have a material adverse effect on our business, results of operations, financial condition and cash flows.

In addition, our ability to attract and retain customers is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters-even if related to seemingly isolated incidents, or even if related to practices not specific to short-term loans, such as debt collection-could erode trust and confidence and damage our reputation among existing and potential customers, which would make it difficult to attract new customers and retain existing customers, significantly decrease the demand for our products, result in increased regulatory scrutiny, and have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.

Item 6. Exhibits



Exhibit number	Description
10.1	Addison Sublease Agreement, dated May 1, 2014, by and between TC Loan Service, LLC and Elevate Credit Service, LLC
10.2	Amendment to Addison Sublease Agreement, dated December 1, 2014, by and between TC Loan Service, LLC and Elevate Credit Service, LLC
10.3 ∞	First Amendment to Lease Agreement, dated August 31, 2018, by and between FLDR/TLC Overton Centre, L.P. and Elevate Credit Service, LLC
10.4 ∞	Fourth Amended and Restated Financing Agreement, dated October 15, 2018, by and among Rise SPV, LLC, EF SPV, Ltd., Elevate Credit International Ltd. and Elevate Credit Service, LLC as borrowers, the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC as the agent
10.5	Fourth Amendment to Financing Agreement, dated October 15, 2018, by and among Elastic SPV, Ltd. and Today Card LLC, as borrowers; the guarantors party thereto, the lenders party thereto, and Victory Park Management, LLC, as the agent
31.1	Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
31.2	Certification pursuant to Rule 13a-14a and Rule 15d-14(a) of the Securities and Exchange Act, as amended
32.1&	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2&	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.



∞		Confidential treatment has been requested as to certain portions of this exhibit, which portions have been omitted and submitted separately to the Securities and Exchange Commission.
&		This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
*		Pursuant to applicable securities laws and regulations, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, are deemed not filed for purposes of section 18 of the Exchange Act and otherwise are not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.



		Elevate Credit, Inc.

Date:	November 9, 2018	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Date:	November 9, 2018	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT is made as of the 1st day of May, 2014 (" Effective Date ") between TC Loan Service, LLC., a Delaware LLC ( " Sublessor ") and Elevate Credit Service, LLC., a Delaware LLC (" Sublessee ").

Recitals

A. WHEREAS, Sublessor is the tenant of premises located at Spectrum Center 5080 Spectrum Drive Addison, Texas (" Leased Premises ") more particularly described that certain master lease, most recently amended on January 31, 2013, between Granite Properties COP-Spectrum Center LLC (" Landlord "), as landlord, and Sublessor, as tenant (such lease, all exhibits thereto, and any amendments or addendums thereto (as amended, " Prime Lease ") are annexed hereto as Schedule A and made a part hereof) .

B. WHEREAS, this Sublease is being negotiated and executed by Sublessor and Sublessee pursuant to that certain Distribution Agreement between Sublessor and Sublessee, dated as of May l, 2014 (the " Distribution Agreement ").

C. WHEREAS, Sublessee desires to sublet certain portions of the Leased Premises from Sublessor and Sublessor is willing to sublet the Subleased Premises for the term and upon the other conditions hereinafter set forth .

NOW , THEREFORE, in consideration of the mutual covenants and benefits set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree as follows:

Agreement


1.	Defined Terms .

a. The " Subleased Premises " means such portions of the Leased Premises being particularly identified on Schedule B , which the parties agree, for the purposes of this Sublease and any square footage calculations pursuant hereto, is approximately 7,489 square feet of office and approximately one percent (1 % ) of common space (building rentable area is 598,250 square feet).

b. Any term not defined but capitalized herein shall have the meanings ascribed to it in the Prime Lease.

2. Sublease of Subleased Premises .

a. Sublessor hereby grants to Sublessee, and Sublessee hereby accepts from Sublessor, subject to the covenants, agreements, terms, provisions and conditions of the Prime Lease and of this Sublease, a sublease to the Subleased Premises , together with all the rights and privileges appurtenant thereto , in its present "AS IS", "WHERE IS" condition and for the term of this Sublease.

b. Sublessee 's occupancy of the Subleased Premises will commence on May 1, 2014.

c. At the termination of this Sublease, Sublessee shall return the Subleased Premises to Sublessor broom-clean, in as good repair and condition as on the Effective Date, reasonable wear and tear excepted.

3. Use and Lawful Occupancy . The Subleased Premises shall be used only for Sublessee's office and for no other purpose, but subject in all events to the terms of the Prime Lease and applicable zoning laws. Sublessee shall be solely responsible for and comply with all laws relating to the use and occupancy of the Subleased Premises.


4.	Term and Termination .

a. Subject to Section 4(b), the " Term " of this Sublease shall commence on the Effective Date and end on August 31, 2018.

b. This Sublease shall terminate on the first to occur of the following: (i) one (1) calendar day before the expiration of the term of the Prime Lease; (ii) the date upon which the Prime Lease is terminated as a result of any provisions of the Prime Lease; and (iii) the date upon which Sublessee's right to occupancy of the Subleased Premises is terminated pursuant to this Sublease or as provided by law.


5.	Sublessee's Payment Obligations .

a. Rent. Sublessee covenants and agrees to pay to Sublessor, on a monthly basis, an amount equal to twelve thousand four hundred eighty one dollars and sixty seven cents ($12,481.67) per month including any applicable sales taxes (" Base Rent ") commencing as of the Effective Date.

b. Common Area Operating Expenses. In addition to Base Rent, Sublessee covenants and agrees to pay to Sublessor, on a monthly basis, fifty percent (50 % ) of the Common Area Operating Expenses allocated by Landlord to Sublessor (total 14,977 square feet of rented space). As used herein, Base Rent together with Sublessee's percentage of the Common Area Operating Expenses, collectively, " Rent ").

c. Holdover. If Sublessee fails to surrender the Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Subleased Premises have been vacated. Notwithstanding any other provision of this Sublease, Sublessor's acceptance of such rent shall not in any manner adversely affect Sublessor's other rights and remedies, including Sublessor's right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor's consent to any holdover or to give Sublessee any right with respect thereto.

d. Cleaning. The Subleased Premises shall be cleaned in accordance with the

standards set forth in the Prime Lease and included in the monthly Rent.

e. Time of Payment. All money required to be paid by Sublessee under this Sublease (other than pursuant to Section 6 ) shall be paid on or before the first (1 ^st ) day of each calendar month during the term of this Sublease and shall be paid to Sublessor without notice or demand and in lawful money of the United States, without abatement, deduction or setoff at the offices of Sublessor set forth in Section 14 or such other place as Sublessor may specify. Delays in such payment beyond the fifth (5 ^th ) calendar day of month will result in the amounts due accruing interest each month at a per annum rate equal to the Default Rate in the Prime Lease.

6. Additional Services . Sublessee acknowledges that it shall have access to and the use of the kitchen of Sublessor.

7. Alterations and Lobby Sign . Sublessee shall not make any installations, alterations, or additions to the Subleased Premises without the prior written consent of Sublessor, and then only pursuant to plans and specifications approved by Sublessor in advance in each instance including, without limitation, the installation of signs or physical alternation to the Subleased Premises. Notwithstanding the above, Sublessee shall have the right to hang a reasonable amount of pictures and other furnishings on the walls of the Subleased Premises by the use of nails, etc. In addition, Sublessee shall have the right to install signs (approved by Sublessor in its reasonable discretion) on the doors of the Subleased Premises containing the name and/or logo of Sublessee.

8. Ingress . Sublessee shall have direct access to the Subleased Premises twenty-four (24) hours per day, seven days per week.

9. Incorporation of Prime Lease . Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Subleased Premises, on the following understandings:

a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord;

b. With respect to work, services, repairs, repainting and restoration, or the performance of other obligations required of Landlord under the Prime Lease, Sublessor's obligation with respect thereto shall be to request the same of Landlord upon request in writing by Sublessee and to use reasonable diligence to obtain the same from Landlord;

c. In any instance where the consent of Landlord is required to any act or omission, Sublessor shall not be required to give such consent unless and until Landlord also has given its consent in writing; and

d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

10. Assignment and Sublease . Sublessee may not assign or further sublet all or any part of the Subleased Premises without the prior written consent of Sublessor and in compliance with the Prime Lease. The Subleased Premises may not be encumbered in any manner by reason of any act or omission on the part of Sublessee or be sublet or offered or advertised for subletting except as provided herein. Sublessee and any permitted assignee of Sublessee shall remain jointly and severally liable for performance of all obligations of Sublessee under this Sublease.

11. Confidentiality . If during the term of this Sublease, one party and/or one of its affiliates (collectively, the " Recipient ") acquires from the other party and/or one of its affiliates (collectively, the " Disclosing Party ") information that includes, in whole or in part, Confidential Information (as defined below), the parties recognize and acknowledge that (a) all such Confidential Information is the property of the Disclosing Party (and in some cases the property of former, current or prospective clients, customers, or accounts or investors of the Disclosing Party); (b) the use, misappropriation, or disclosure of the Confidential Information would constitute a breach of trust, privacy obligations, and privilege, and could cause irreparable injury to the Disclosing Party; and (c) it is essential to the protection of the Disclosing Party's goodwill and to the maintenance of the Disclosing Party's competitive position and privilege that the Confidential Information be kept confidential and that the Recipient not disclose and take reasonable steps to protect the confidentiality of the Confidential Information and not use the Confidential Information to the Recipient's own advantage or the advantage of persons or entities (other than the Disclosing Party). The parties understand that " Confidential Information " means any proprietary information, financial data, technical data, client information, employment data, know-how, or any other business information disclosed by one party, or otherwise known to the other party, whether directly or indirectly, in writing or orally. The parties understand that Confidential Information does not include any information that (y) has become publicly known or been made generally available to the public through no wrongful act of the other party; or (z) has been disclosed with the Disclosing Party's prior written consent.

three (3) business days or (iii) shall default in fulfilling or complying with any of its nonmonetary obligations hereunder and such default shall continue after notice for ten (10) calendar days, then and upon the happening of any of such events, Sublessor may without further notice to Sublessee elect to terminate this Sublease. Upon such election, the term of this Sublease shall expire, but Sublessee shall remain liable for sums equal to the aggregate of Rent and all other monies that would have been payable by Sublessee to Sublessor subject to Sublessor's obligation to make commercially reasonable efforts to mitigate damages. The rights and remedies of Sublessor stated in this Section 12 shall be in addition to, and not in lieu of, those rights and remedies of Sublessor that exist pursuant to the other provisions of this Sublease, whether by incorporation of the Prime Lease or otherwise, at law and in equity.

13. Parking . Sublessee shall be entitled to use Sublessor's share of the number of parking spaces attributable to Sublessor during the Term. All such parking shall be unreserved and on a first come, first-served basis.

14. Notices . All notices or other communications required or permitted hereunder shall be in writing and delivered personally, by facsimile or .pdf file, by overnight courier, or by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally, or when so received by facsimile, .pdf, or courier, or if mailed, three (3) calendar days after the date of mailing to the following addresses or to such other address as any party shall notify the other party (as provided above) from time to time.

If notice to Sublessor :

Think Finance, Inc.

4150 International Plaza Suite #400 Fort Worth, TX 76109

Email: mwong@thinkfinance.com Attention: Martin Wong CEO

If notice to Sublessee:

Elevate Credit, Inc.

4150 International Plaza Suite #300 Fort Worth, TX 76109

Email: krees@elevatecredit.com Attention: Ken Rees CEO

15. Termination of Prime Lease . This Sublease is subject and subordinate to the Prime Lease. If the Prime Lease shall terminate for any reason whatsoever, (i) this Sublease shall terminate simultaneously therewith and any unearned Rent and other monies prepaid hereunder shall be refunded to Sublessee, provided that such termination is not the result of a breach by Sublessee of this Sublease, and (ii) upon such termination of this Sublease, there shall be no further liability by Sublessor to Sublessee arising out of or in connection with this Sublease.


16.	Indemnification and Insurance .

a. Sublessee shall indemnify, defend and hold harmless Sublessor from and against all claims, actions, losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and expenses, which Sublessor may incur or pay by reason of (i) any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises caused by Sublessee or its employees, agents, contractors or invitees, (ii) any breach or default hereunder on Sublessee's part, (iii) any work done in or to the Subleased Premises by Sublessee and/or Sublessee's employees , agents, contractors, invitees or any other person claiming through or under Sublessee, or (iv) any act, omission or negligence on the part of Sublessee and/or Sublessee's employees, agents, customers, contractors, invitees , or any other person claiming through or under Sublessee.

Sublessee by theft or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, electrical disturbance, water, rain or snow or leaks or by dampness or by any other cause of whatsoever nature (whether similar or dissimilar to those above specified) , (iv) any such damage caused by construction of any improvements or alterations, or (v) any latent defect in the Subleased Premises.

c. Sublessor shall indemnify, defend and hold harmless Sublessee from and against all claims, actions, losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and expenses, which Sublessee may incur or pay by reason of any accidents, damages or injuries to persons or property occurring in, on or about the Subleased Premises caused by gross negligence or willful misconduct of Sublessor or its employees, agents, contractors or invitees.

d. Sublessee shall, at Sublessee's expense, procure and maintain in full force and effect at all times during the term of this Sublease insurance coverage to the extent that is no less than that which is required by Landlord pursuant to the terms and conditions of the Prime Lease. Sublessee shall provide Sublessor with Certificates of Insurance evidencing the insurance required hereunder. Each certificate shall provide that thirty (30) calendar days prior written notice shall be given Sublessor in the event of cancellation or change in the policies. Sublessor, in addition to Landlord and any other parties identified in the Prime Lease, shall be named as additional insureds in each of Sublessee's policies, except Workers' Compensation.

e. It is understood and agreed that any coverage provided by Sublessee to Sublessor is primary insurance and shall not be considered contributory insurance with any policies of Sublessor, the fee owner or their subsidiaries, co-owners or joint venturers, if any.

17. Landlord Approval . This Sublease is contingent upon Landlord approving this Sublease in accordance with the terms of the Prime Lease and a copy of said approval being delivered to Sublessor and Sublessee.

18. No Brokers . The parties each represent to the other that they have not engaged a broker, finder, agent or salesmen in connection with this Sublease and no brokerage commission or fee is due to a broker, finder, agent or salesmen claiming by, through or under said party, resulting from this Sublease.

19. Quiet Enjoyment. During the term of this Sublease, Sublessor shall endeavor to have Sublessee provided with quiet enjoyment of the Subleased Premises, subject to the terms and conditions of this Sublease.

20. Binding Authority . Individuals executing this Sublease warrant that they have the authority to bind Sublessor or Sublessee, as the case may be, to the obligations created herein and that they are an owner or authorized representative of the party for which they sign.

21. Benefits of Agreement . This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective executors, administrators, successors, and permitted assigns.

22. Governing Law . This Sublease shall be governed by, and construed in accordance with, the internal laws of the State of Texas without regard to conflict of laws principles thereof.

23. Entire Agreement . This Sublease constitutes the entire agreement between the parties with respect to the matters covered hereby and supersedes all previous written, oral, electronic, or implied agreements and understandings between the parties with respect to such matters.

24. Amendments and Modifications. This Sublease may be amended or modified only in a writing signed by both parties.

25. Titles and Headings: Definitions . The headings in this Sublease are for reference purposes only and shall not in any way affect the meaning or interpretation of this Sublease.

26. Waiver of Rights . No delay or omission by Sublessor in exercising any right under this Sublease shall operate as a waiver of that or any other right. A waiver or consent given by Sublessor on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

27. Severability . The invalidity of any portion hereof shall not affect the validity, force, or effect of the remaining portions hereof. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that a court of competent jurisdiction may enforce such restriction to the maximum extent permitted by law.

28. Signatures . This Sublease may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. The signature of a party on any counterpart that is transmitted by facsimile or via .pdf file to the other party shall be deemed an original signature binding upon the executing party and acceptable to the other party.

[ Signature page follows. ]

IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Sublease as of the Effective Date .

SUBLESSOR:

TC Loan Service, LLC

By: /s/ Chris Lutes

Name: Chris Lutes

Title: CFO

SUBLESSEE:

Elevate Credit Service, LLC

By: /s/ Jason Harvison

Title: Chief Product Officer

Name: Jason Harvison

Schedule A

Prime Lease

Schedule B

Subleased Premises

2 ^nd Floor - 7,489 square feet

AMENDMENT TO SUBLEASE AGREEMENT

THIS AMENDMENT TO SUBLEASE AGREEMENT is made as of the 1st day of December, 2014 (" Effective Date ") between TC Loan Service, LLC., a Delaware LLC (" Sublessor ") and Elevate Credit Service, LLC., a Delaware LLC (" Sublessee ").

Recitals

B. WHEREAS, there is a Sublease negotiated and executed by Sublessor and Sublessee pursuant to that certain Distribution Agreement between Sublessor and Sublessee, dated as of May 1, 2014 (the " Distribution Agreement ").

C. WHEREAS, Sublessee desires to sublet additional certain portions of the Leased Premises from Sublessor and Sublessor is willing to sublet the Additional Subleased Premises for the term and upon the other conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and benefits set forth herein, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereby agree as follows:

Agreement

1. Defined Terms .

a. The "Additional Subleased Premises" means such portions of the Leased Premises being particularly identified on Schedule B , which the parties agree, for the purposes of this Sublease and any square footage calculations pursuant hereto, is approximately an additional 12,674 square feet of office on the second floor (so the combined subleased space is the entire second floor) and approximately four percent (4%) of common space (building rentable area is 598,250 square feet).

b. Any term not defined but capitalized herein shall have the meanings ascribed to it in the Prime Lease .


2.	Sublease of Additional Subleased Premises .

a. Sublessor hereby grants to Sublessee, and Sublessee hereby accepts from Sublessor, subject to the covenants, agreements, terms, provisions and conditions of the Prime Lease and of this Sublease, a sublease to the Additional Subleased Premises, together with all the rights and privileges appurtenant thereto, in its present "AS IS", "WHERE IS" condition and for the term of this Sublease.

b. Sublessee's occupancy of the Additional Subleased Premises will commence on December 1, 2014.

c. At the termination of this Sublease, Sublessee shall return the Additional Subleased Premises to Sublessor broom-clean, in as good repair and condition as on the Effective Date, reasonable wear and tear excepted.

3. Use and Lawful Occupancy . The Additional Subleased Premises shall be used only for Sublessee's

office and for no other purpose, but subject in all events to the terms of the Prime Lease and applicable zoning laws. Sublessee shall be solely responsible for and comply with all laws relating to the use and occupancy of the Additional Subleased Premises.


4.	Term and Termination .

a. Subject to Section 4(b) , the " Term " of this Sublease shall commence on the Effective Date and end on August 31, 2018.

b. This Sublease shall terminate on the first to occur of the following: (i) one (1) calendar day before the expiration of the term of the Prime Lease; (ii) the date upon which the Prime Lease is terminated as a result of any provisions of the Prime Lease; and (iii) the date upon which Sublessee's right to occupancy of the Additional Subleased Premises is terminated pursuant to this Sublease or as provided by law.


5.	Sublessee's Payment Obligations .

a. Rent . Sublessee covenants and agrees to pay to Sublessor, on a monthly basis, an additional amount equal to the applicable rent per square foot based on the attached Lease Abstract multiplied by 12,674 square feet including any applicable sales taxes (" Base Rent ") commencing as of the Effective Date.

b. Common Area Operating Expenses. In addition to Base Rent, Sublessee covenants and agrees to pay to Sublessor, on a monthly basis, one hundred percent (100%) of the second floor Common Area Operating Expenses allocated by Landlord to Sublessor (total 25,348 square feet of rented space). As used herein, Base Rent together with Sublessee's percentage of the Common Area Operating Expenses, collectively, " Rent ").

c. Holdover. If Sublessee fails to surrender the Additional Subleased Premises or any portion thereof at the expiration or earlier termination of the Term, then it will be conclusively presumed that the value to Sublessee of remaining in possession, and the loss that will be suffered by Sublessor as a result thereof, far exceed the Rent and additional rent that would have been payable had the Term continued during such holdover period. Therefore, if Sublessee (or anyone claiming through Sublessee) does not immediately surrender the Additional Subleased Premises or any portion thereof upon the expiration or earlier termination of the Term, then the rent payable by Sublessee shall be increased to two (2) times then-applicable base rent for the Additional Subleased Premises as set forth in the Prime Lease. Such rent shall be computed by Sublessor and paid by Sublessee on a monthly basis and shall be payable on the first day of such holdover period and the first day of each calendar month thereafter during such holdover period until the Additional Subleased Premises have been vacated. Notwithstanding any other provision of this Sublease, Sublessor's acceptance of such rent shall not in any manner adversely affect Sublessor's other rights and remedies, including Sublessor's right to evict Sublessee and to recover all damages. Any such holdover shall be deemed to be a tenancy at sufferance and not a tenancy at will or tenancy from month to month. In no event shall any holdover be deemed a permitted extension or renewal of the Term, and nothing contained herein shall be construed to constitute Sublessor's consent to any holdover or to give Sublessee any right with respect thereto.

d. Cleaning . The Additional Subleased Premises shall be cleaned in accordance with the standards set forth in the Prime Lease and included in the monthly Rent.

e. Time of Payment . All money required to be paid by Sublessee under this Sublease (other than pursuant to Section 6 ) shall be paid on or before the first (1 ^st ) day of each calendar month during the term of this Sublease and shall be paid to Sublessor without notice or demand and in lawful money of the United States, without abatement, deduction or setoff at the offices of Sublessor set forth in Section 14 or such other place as Sublessor may specify. Delays in such payment beyond the fifth (5 ^th ) calendar day of month will result in the amounts due accruing interest each month at a per annum rate equal to the Default Rate in the Prime Lease.

6. Additional Services . Sublessee acknowledges that it shall have access to and the use of the kitchen of Sublessor.

7. Alterations and Lobby Sign . Sublessee shall not make any installations, alterations, or additions to the Additional Subleased Premises without the prior written consent of Sublessor, and then only pursuant to plans and specifications approved by Sublessor in advance in each instance including, without limitation, the installation of signs or physical alternation to the Additional Subleased Premises. Notwithstanding the above, Sublessee shall have the right to hang a reasonable amount of pictures and other furnishings on the walls of the Additional Subleased Premises by the use of nails, etc. In addition, Sublessee shall have the right to install signs (approved by Sublessor in its reasonable discretion) on the doors of the Additional Subleased Premises containing the name and/or logo of Sublessee.

8. Ingress . Sublessee shall have direct access to the Additional Subleased Premises twenty- four (24) hours per day, seven days per week.

9. Incorporation of Prime Lease . Except for sections inconsistent with the agreements and understandings expressed in this Sublease or applicable only to Landlord and Sublessor as the original parties to the Prime Lease, the terms, provisions, covenants, and conditions of the Prime Lease are hereby incorporated herein by reference as the same relate only to the Additional Subleased Premises, on the following understandings:

a. In any case where Landlord reserves rights and remedies pursuant to the Prime Lease, said rights and remedies shall inure to the benefit of Sublessor as well as to Landlord;

d. Sublessee shall perform and comply with the terms, provisions, covenants and conditions of the Prime Lease to the extent applicable to the Additional Subleased Premises and this Sublease, and Sublessee shall not do or suffer to permit anything to be done that would result in a default under or cause the Prime Lease to be terminated or forfeited, including, but not limited to, the Applicable Requirements.

10. Assignment and Sublease . Sublessee may not assign or further sublet all or any part of the Additional Subleased Premises without the prior written consent of Sublessor and in compliance with the Prime Lease. The Additional Subleased Premises may not be encumbered in any manner by reason of any act or omission on the part of Sublessee or be sublet or offered or advertised for subletting except as provided herein. Sublessee and any permitted assignee of Sublessee shall remain jointly and severally liable for performance of all obligations of Sublessee under this Sublease.

11. Confidentiality . If during the term of this Sublease, one party and/or one of its affiliates (collectively, the " Recipient ") acquires from the other party and/or one of its affiliates (collectively, the " Disclosing Party ") information that includes, in whole or in part, Confidential information (as defined below), the parties recognize and acknowledge that (a) all such Confidential Information is the property of the Disclosing Party (and in some cases the property of former, current or prospective clients, customers, or accounts or investors of the Disclosing Party); (b) the use, misappropriation, or disclosure of the Confidential Information would constitute a breach of trust, privacy obligations, and privilege, and could cause irreparable injury to the Disclosing Party; and (c) it is essential to the protection of the Disclosing Party's goodwill and to the maintenance of the Disclosing Party's competitive position and privilege that the Confidential information be kept confidential and that the Recipient not disclose and take reasonable steps to protect the confidentiality of the Confidential Information and not use the Confidential information to the Recipient's own advantage or the advantage of persons or entities (other than the Disclosing Party). The parties understand that " Confidential information " means any proprietary information, financial data, technical data, client information, employment data, know-how, or any other business information

disclosed by one party, or otherwise known to the other party, whether directly or indirectly, in writing or orally. The parties understand that Confidential information does not include any information that (y) has become publicly known or been made generally available to the public through no wrongful act of the other party; or (z) has been disclosed with the Disclosing Party's prior written consent.

12. Default . If Sublessee (i) shall fail to pay Rent, or any other payments, charges, or monies in accordance with the provisions of this Sublease and such default shall continue after notice for a period of three (3) business days, (ii) shall cause the commission of waste or shall conduct act or acts constituting public or private nuisance, and/or an illegal activity on the Additional Subleased Premises and such actions shall continue after notice for a period of three (3) business days or (iii) shall default in fulfilling or complying with any of its nonmonetary obligations hereunder and such default shall continue after notice for ten (10) calendar days, then and upon the happening of any of such events, Sublessor may without further notice to Sublessee elect to terminate this Sublease. Upon such election, the term of this Sublease shall expire, but Sublessee shall remain liable for sums equal to the aggregate of Rent and all other monies that would have been payable by Sublessee to Sublessor subject to Sublessor's obligation to make commercially reasonable efforts to mitigate damages. The rights and remedies of Sublessor stated in this Section 12 shall be in addition to, and not in lieu of, those rights and remedies of Sublessor that exist pursuant to the other provisions of this Sublease, whether by incorporation of the Prime Lease or otherwise, at law and in equity.

If notice to Sublessor: Think Finance, Inc.

4150 International Plaza Suite #400

Fort Worth, TX 76109

Email: mwong@thinkfinance.com

Attention: Martin Wong CEO

If notice to Sublessee: Elevate Credit, Inc.

4150 International Plaza Suite #300 Fort Worth, TX 76109

Email: krees@elevatecredit.com Attention: Ken Rees CEO


16.	Indemnification and Insurance .

contractors or invitees, (ii) any breach or default hereunder on Sublessee's part, (iii) any work done in or to the Additional Subleased Premises by Sublessee and/or Sublessee's employees, agents, contractors, invitees or any other person claiming through or under Sublessee, or (iv) any act, omission or negligence on the part of Sublessee and/or Sublessee's employees, agents, customers, contractors, invitees, or any other person claiming through or under Sublessee.

b. Neither Sublessor nor its agents or employees shall be liable for (i) any damage to property of Sublessee or of others entrusted to employees of Sublessor, (ii) the loss of or damage to any property of Sublessee by theft or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, electrical disturbance, water, rain or snow or leaks or by dampness or by any other cause of whatsoever nature (whether similar or dissimilar to those above specified), (iv) any such damage caused by construction of any improvements or alterations, or (v) any latent defect in the Additional Subleased Premises.

c. Sublessor shall indemnify, defend and hold harmless Sublessee from and against all claims, actions, losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys' fees and expenses, which Sublessee may incur or pay by reason of any accidents, damages or injuries to persons or property occurring in, on or about the Additional Subleased Premises caused by gross negligence or willful misconduct of Sublessor or its employees, agents, contractors or invitees.

19. Quiet Enjoyment . During the term of this Sublease, Sublessor shall endeavor to have Sublessee provided with quiet enjoyment of the Additional Subleased Premises, subject to the terms and conditions of this Sublease.

21. Benefits of Agreement . This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective executors, administrators, successors, and permitted assigns.

22. Governing Law . This Sublease shall be governed by, and construed in accordance with, the internal laws of the State of Texas without regard to conflict of laws principles thereof.

understandings between the parties with respect to such matters.

24. Amendments and Modifications . This Sublease may be amended or modified only in a writing signed by both parties.

25. Titles and Headings: Definitions . The headings in this Sublease are for reference purposes only and shall not in any way affect the meaning or interpretation of this Sublease.

[ Signature page follows. ]

IN WITNESS WHEREOF, Sublessor and Sublessee have duly executed this Sublease as of the Effective Date.

SUBLESSOR:

TC Loan Service, LLC

By: /s/ Chris Lutes

Title: Asst CFO

Name: Chris Lutes

SUBLESSEE:

Elevate Credit Service, LLC

By: /s/ Jason Harvison

Title: COO

Name: Jason Harvison

Schedule A

Prime Lease

Schedule B

Additional Subleased Premises

2 ^nd Floor - 12,674 square feet (entire second floor - 25,348)

Lease Abstract



BASE RENT INFORMATION Section: 4 ^th , 3 ^rd 2 ^nd Amdmt & Master
	Monthly	RSF
Initial Base Rent: 8/1/13-8/30/13	$41,170.81+$0 . 00 = $41,170.81	10.13
Increase: 09/01/13-10/31/13	$42,266.98+$0 . 00 = $42,266.98	10.40
Increase: 11/01/13-08/31/14	$42,266.98 + $44,901.75 = $87,168.73	21.45
Increase: 09/01/14-09/30/14	$43,283.15 + $44,901.75 = $88,184.90	21.70
Increase: 10/01/14-08/31/15	$43,283.15 + $ 45,877.88 = $89,161.03	21. 94
Increase: 09/01/15-09/30/15	$44,339.31 + $ 45,877.88 = $90,217.19	22.20
Increase: 10/01/15-08/31/16	$44,339.31 + $ 46,854.00 = $91,913.31	22.61
Increase: 09/01/16-09/30/16	$45,395.48 + $ 46,854.00 = $92,249.48	22.70
Increase: 10/01/16-09/30/17	$45,395.48 + $ 47,830.13 = $93,225.61	22.94
Increase: 10/01/17-09/30/18	$45,395.48 + $ 48,806.25 = $94,201.73	23.18
Article 3: Security Deposit: Amount: $26,209.75 to be returned w/in 10 business days if no event of default occurred. Interest: N (y/n) Letter of Credit: Drafting Bank: Amount: Expiration: Special (declining balance, renewal terms, etc.) Article 2.4: Late Charges: $ $500 or after 10 days interest at 10% may be charged as well. Grace period: 5 days Written notice required: (y/n)

OPERATING EXPENSES Section: 2.2

Lease Type: Full Service + E _ (F/S, gross, NNN, etc.)

ProRata Share of Expenses Per Lease: 8.15 %

Base Year: Master 2012 (4 ^th Amendment - 2013) (year) Amount: (dollars) T to Confirm

actual $ amount

Building SF: 598.250 sf

Cap on Expenses: 6% on controllable, cumulative (Rider 2)

Gross up Provisions: gross up to 95% (section 2.202)

Time Limit to Bill: 90 days, or as soon as practical

Audit Rights: If expenses increase greater than 5% over previous year, T may audit. Must use fee, not contingency based firm. Audit must be w/in 180 days or receipt of statement (section 2.203d)

Deadline for notification of Audit Rights: only w/in 180 days; but audit must be performed w/in 90 days

of notification to LL that T will audit .

Comments: T has the right to contest any “ item ” on the statement if done so within 45 days of receipt of statement (2.203c).

REPAIR AND MAINTENANCE OBLIGATIONS Section: 6.201

Standard for office leases; T maintains the Premises

First Amendment to Lease Agreement

This First Amendment to Lease Agreement (this “ First Amendment ”) is executed to be effective as of the 31st day of August, 2018 (the “ First Amendment Effective Date ”) by and between FLDR/TLC Overton Centre, L.P. , a Texas limited partnership (“ Landlord ”), and Elevate Credit Service, LLC , a Delaware limited liability company (“ Tenant ”).

Recitals

A. Landlord and Tenant entered into that certain Lease Agreement dated July 13, 2016 (the “ Lease ”) for certain premises consisting of approximately 62,752 square feet of Rentable Space (the “ Premises ”) designated as Suite Nos. 200, 300, 700, and 820/850 within the building located at 4150 International Plaza, City of Fort Worth, Tarrant County, Texas and known as Overton Centre I (“ Tower I ”).

B. Landlord and Tenant desire to amend the Lease upon the conditions hereinafter set forth.

Agreement

NOW THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Definitions . All terms appearing herein having their first letter capitalized and not otherwise defined shall have the respective meanings set forth in the Lease.

2. Short Term Expansion of Premises . The Lease is hereby amended to provide that commencing September 1, 2018, the Premises are expanded by the approximately 21,068 square feet of Rentable Space designated as Suite 400 on the fourth floor of Tower I (“ Suite 400 ”), as depicted on the floor plan attached as Exhibit “A” to this First Amendment. The Term for Suite 400 shall commence on September 1, 2018 and continue for sixty (60) days thereafter to expire October 31, 2018 (“ Short Term Expansion Period ”). Throughout the Short Term Expansion Period, all references in the Lease to the “ Premises ” shall include Suite 400. Tenant accepts Suite 400 for the Short Term Expansion Period in an “ AS IS ” condition with Landlord making no representation as to the physical condition of Suite 400 or the suitability for Tenant’s intended use, and with Landlord having no responsibility to perform any tenant improvements to Suite 400 or to provide any tenant improvement allowance for Suite 400 for the Short Term Expansion Period. As Base Rental for the lease and use of Suite 400 for the Short Term Expansion Period, Tenant shall pay Landlord or Landlord’s assigns, Base Rental in the amounts set forth below, payable in advance as set forth in Section 6 of the Lease, and Electrical Expenses for Suite 400 in accordance with Section 5 of the Lease:



Months	Amount Per Rentable Square Foot Per Annum	Annual Base Rental	Monthly Base Rental
9/1/18 - 10/31/18	[****]	[****]	[****]

3. Relocation to Tower III . Throughout the Short Term Expansion Period, Landlord and Tenant shall use good faith efforts to negotiate Tenant’s relocation to Tower III upon mutually acceptable terms and conditions in accordance with the most recent draft of the Letter Of Intent between the parties as submitted by Landlord to Tenant dated July 11, 2018. If the parties have executed a new written agreement, or a written agreement or amendment modifying or supplementing the Lease by October 31, 2018 (the “ Tower III Deadline ”), to relocate Tenant to Tower III (the “ Tower III Lease ”), then Suite 400 shall become a part of the Premises on the terms and conditions set forth in this First Amendment. If the parties have not executed the Tower III Lease by the Tower III Deadline, and Landlord and Tenant are working in good faith towards mutually acceptable terms and conditions regarding the Tower III Lease, then beginning November 1, 2018, the Short Term Expansion Period shall extend for successive one-month periods and the Base Rent for Suite 400 shall increase to [****]% of the scheduled Base Rent in this First Amendment until

[****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

(i) such written agreement or amendment document for Tower III is completed, at which time Suite 400 shall become a part of the Premises on the terms and conditions set forth in this First Amendment and the Base Rent shall revert to the Base Rent scheduled in this First Amendment; or (ii) Landlord or Tenant notifies the other in writing that the notifying party does not wish to continue negotiating the Tower III Lease at least fifteen (15) days prior to the expiration of the then-current Short Term Expansion Period. If either Landlord or Tenant notifies the other in writing that the notifying party does not wish to continue negotiating the Tower III Lease after the Short Term Expansion Period has extended under the preceding sentence, or Landlord and Tenant are not working towards mutually acceptable terms and conditions regarding the Tower III Lease on the Tower III Deadline, then (i) Tenant shall vacate and turn over possession of Suite 400 to Landlord in broom clean condition, with all of Tenant’s furniture, fixtures, equipment, and other personal property removed from Suite 400, on or before the expiration of the then-current Short Term Expansion Period, and (ii) Paragraphs 4, 5, 6, 8, 10, 11, 12, and 13, and Exhibits “B” and “C” of this First Amendment shall be null and void and of no force or effect.

4. Expansion of Premises . The Lease is hereby amended to provide that commencing November 1, 2018 (the “ Expansion Date ”), the Premises are expanded by Suite 400 (the approximately 21,068 square feet of Rentable Space on the fourth floor of Tower I). From and after the Expansion Date, all references in the Lease to the “ Premises ” shall mean the approximately 83,820 square feet of Rentable Space in Tower I, comprised of Suite 300, Suite 700, Suite 820/850, Suite 200, and Suite 400.

5. Lease Term for Suite 400 . The Lease Term for Suite 400 shall commence on the Expansion Date and shall continue conterminously with the Lease Term for the remainder of the Premises to expire at 11:59 p.m. Central time on September 30, 2020.

6. Base Rental for Suite 400 . The Base Rental for Suite 400 shall be as follows:



Months	Amount Per Rentable Square Foot Per Annum	Annual Base Rental	Monthly Base Rental
11/1/18 - 8/30/19	[****]	[****]	[****]
9/1/19 - 9/30/20	[****]	[****]	[****]

7. Electricity . Section 5(b) of the Lease is hereby amended to provide that Landlord currently estimates the annual payment of Tenant’s Electrical Expenses for the Premises to be One and 25/100 Dollars ($1.25) per rentable square foot of the Premises.

8. Base Expense Year for Suite 400 . As of the Expansion Date, all references in the Lease to a base year or Base Expense Amount for Suite 400 shall mean 2018 for all purposes under the Lease.

9. Base Expense Year for Suites 300, 700, 820/850, and 200 . As set forth in the Basic Lease Information in the Lease, all references in the Lease to a base year or Base Expense Amount for Suite 200 shall remain 2018, and for Suite 820/850 shall remain 2016 for all purposes under the Lease. Pursuant to the Base Expense Amount terms of the Lease, as of September 1, 2018, all references in the Lease to a base year or Base Expense Amount for Suite 300 and Suite 700 shall mean 2018 for all purposes under the Lease.

10. Security Deposit . On or before the Expansion Date, Tenant shall pay to Landlord the amount of [****], which will increase Tenant’s total Security Deposit under the Lease to [****].

11. Tenant’s Proportionate Share . From and after the Expansion Date, Tenant’s Proportionate Share under the Lease shall be 18.713%, which is the percentage obtained by dividing (a) the 83,820 square feet of Rentable Space in the Premises by (b) the 447,917 rentable square feet in the Building.

12. Suite 400 Work . Tenant accepts Suite 400 in its “ AS-IS ” condition with Landlord making no representation as to the physical condition of Suite 400 or the suitability for Tenant’s intended use, subject only to the

“ Suite 400 Work ” pursuant to Exhibit “B” attached to this First Amendment. Landlord shall have no responsibility to perform any tenant improvements to Suite 400 or to provide any tenant improvement allowance for Suite 400 until the parties have executed the Tower III Lease. Upon completion of the Suite 400 Work, upon written request from Landlord, Tenant shall promptly execute and deliver to Landlord an Acceptance of Premises Memorandum in the form of Exhibit “C” attached to this First Amendment, if the Suite 400 Work has been performed as described in Exhibit “B” attached to this First Amendment.

13. Renewal Option . As of the Expansion Date, the Renewal Option set forth as Exhibit “F” attached to the Lease shall apply to the entire Premises (including Suite 400).

14. Tenant Acknowledgement. Tenant acknowledges and agrees that as of the First Amendment Effective Date, (a) Landlord has performed all of its obligations under the Lease, and (b) there are no offsets, claims or defenses to the payment of rent and the performance of the other obligations of Tenant under the Lease.

15. Representation . Tenant hereby represents that Tenant has not dealt with any outside broker other than Jim Lob of L&D Realty Partners LLC representing Tenant and Holt Lunsford Commercial, Inc., representing Landlord with regard to this First Amendment.

16. General . Except as herein amended, the Lease shall continue in full force and effect, and, as hereby amended, is hereby ratified and affirmed. Landlord and Tenant each represents and warrants that the person executing this instrument on its behalf is duly authorized to sign on behalf of the respective party. In the event of a conflict between the terms and conditions of the Lease and the terms and conditions of this First Amendment, the terms of this First Amendment shall prevail and control. If any term or provision of this First Amendment, or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this First Amendment, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. This First Amendment may be executed in multiple counterparts, all of which are identical and all of which counterparts together shall constitute one and the same instrument. To facilitate execution of this First Amendment, the parties may execute and exchange by facsimile or electronic mail counterparts of the signature pages of this First Amendment.

[Signatures on Following Page]

IN WITNESS WHEREOF , the undersigned have executed this First Amendment to be effective as of the First Amendment Effective Date.

LANDLORD :

FLDR/TLC Overton Centre, L.P.,

a Texas limited partnership

By: FLDR/TLC Overton Genpar, LLC,

a Texas limited liability company,

its general partner

By: /s/ Tony Landrum


Name:	Tony Landrum


Title:	Managing Partner

TENANT :

Elevate Credit Service, LLC,

a Delaware limited liability company

By: /s/ Jason Harvison

Name: Jason Harvison

Title: Chief Operating Officer

Exhibit “A”

Suite 400

(to be attached)

Exhibit “B”

Suite 400 Work

This Exhibit sets forth the respective obligations of, and the procedures to be followed by, Landlord and Tenant in the design and construction of the Suite 400 Work.

1. The Suite 400 Work .

The “ Suite 400 Work ” will consist of leasehold improvements to Suite 400 or Suite 200, at Tenant’s discretion, to be constructed pursuant to plans and specifications mutually approved by Landlord and Tenant, as described in the floor plan and specifications attached to this Exhibit as Rider 1 (“ Preliminary Plan ”).

A. From the Preliminary Plan, Tenant will cause its architects and/or engineers, to prepare any required engineering and architectural drawings and specifications (all such engineering and architectural drawings and specifications are referred to collectively as the “ Preliminary Working Drawings ”), and will submit the same to Landlord for Landlord’s written approval. Landlord will not unreasonably withhold approval of the Preliminary Working Drawings. Failure by Landlord to deliver written objections to Tenant within five (5) business days after receipt of the Preliminary Working Drawings will be deemed to be approval of same. Any disapproval by Landlord must include specific suggestions for making the same acceptable. If Landlord disapproves the Preliminary Working Drawings, Tenant will have the Preliminary Working Drawings revised to incorporate Landlord’s reasonable suggestions and objections, which suggestions and objections will be binding upon Landlord and may be relied upon by Tenant in revising the Preliminary Working Drawings; provided, however Landlord shall not be responsible for any errors or omissions made by Tenant or its architect with respect to the Preliminary Working Drawings, or any subsequent revisions thereto. The Preliminary Working Drawings which are approved in the foregoing manner will become Final Working Drawings.

B. Prior to the commencement of construction of the Suite 400 Work, Tenant shall provide Landlord with an acceptable certificate of insurance meeting Landlord’s insurance requirements. Tenant will provide Landlord with a construction schedule for the Suite 400 Work within ten (10) business days after approval of the Final Working Drawings, and Tenant will not commence construction of the Suite 400 Work until the Final Working Drawings have been approved as set forth in Section 1.A above and Tenant has provided Landlord with an acceptable certificate of insurance.

C. Landlord will pay all costs and fees incurred in connection with preparation of the Final Plan and Preliminary and Final Working Drawings needed to implement the Suite 400 Work and construction of the leasehold improvements as described in the Final Working Drawings up to a cost of $7.00 per square foot of Rentable Space of Suite 400 (which cost shall include a construction management fee of four percent (4%) of all hard construction costs to Landlord’s construction manager) (“ Suite 400 Tenant's Allowance ”). Tenant will pay all costs and fees incurred in connection with preparation of plans and working drawings or construction resulting from a change requested by Tenant and any amount in excess of $7.00 per square foot of Rentable Space of Suite 400 incurred by Landlord in connection with the design and construction of the Suite 400 Work (collectively, “ Tenant's Cost ”). Tenant's Cost hereunder will be deemed Additional Rent under the Lease. The allowance obligation of Landlord under this 1.C. shall be applied by Tenant towards the Suite 400 Work within one hundred eighty (180) days after the Expansion Date or be forfeited with no further obligation on the part of Landlord.

D. Notwithstanding anything to the contrary, the Suite 400 Tenant’s Allowance shall not be used for (and Landlord shall have no obligation to use or advance any portion of the Suite 400 Tenant’s Allowance for): (i) the cost of furniture, fixtures or equipment which are not permanently attached to the Property or the Building (including, but not limited to, tenant signage, security systems, cabling and telephone/telecom/communications equipment), (ii) permit fees or power upgrades, or (iii) non-Building standard items.

2. Substantial Completion . Landlord will be deemed to have “substantially completed” the Suite 400 Work for the purposes thereof if Landlord has caused all of the Suite 400 Work to be completed substantially except for so called “punchlist items,” e.g., minor details of construction or decoration or mechanical adjustments which do not substantially interfere with Tenant's occupancy of Suite 400 to be made by Tenant. If there is any dispute as to whether Landlord has substantially completed the Suite 400 Work, the good faith decision of Landlord's architect will be final and binding on the parties.

3. Construction . Tenant and Tenant’s architect will be solely responsible for determining whether or not Tenant is a public accommodation under The Americans with Disabilities Act and Texas Architectural Barriers Act and whether or not the Final Working Drawings comply with such laws and the regulations thereunder for the Premises, and Landlord shall be solely responsible for such determinations regarding any building common areas.

4. Liability . Landlord does not guarantee or warrant the Suite 400 Work and Landlord will have no liability therefore. In the event of such errors, omissions, or defects, Landlord will cooperate in any action Tenant desires to bring against such parties.

5. Incorporation Into Lease: Default .

THE PARTIES AGREE THAT THE PROVISIONS OF THIS EXHIBIT ARE HEREBY INCORPORATED BY THIS REFERENCE INTO THE LEASE (AS AMENDED BY THE FIRST AMENDMENT) FULLY AS THOUGH SET FORTH THEREIN. In the event of any express inconsistencies between the Lease (as amended by the First Amendment) and this Exhibit, the latter will govern and control. Any default by Tenant hereunder will constitute a default by Tenant under the Lease (as amended by the First Amendment) and Tenant will be subject to the remedies and other provisions applicable thereto under the Lease (as amended by the First Amendment).

Rider 1

(to be attached)

Exhibit “C”

Acceptance of Premises Memorandum

This Acceptance of Premises Memorandum (this “ Memorandum ”) is entered into on this _____ day of _____________, 201__ by and between FLDR/TLC Overton Centre, L.P. , a Texas limited partnership, as Landlord (“ Landlord ”) and Elevate Credit Service, LLC , a Delaware limited liability company, as Tenant (“ Tenant ”). Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning ascribed to such terms in the First Amendment (as hereinafter defined).

Recitals

A. On __________ ___, 2018, Landlord and Tenant entered into that certain First Amendment to Lease Agreement (the “ First Amendment ”), which amended the Lease Agreement dated July 13, 2016 pursuant to the terms and conditions described in the First Amendment.

B. Certain leasehold improvements to the Premises have been constructed and installed for the benefit of Tenant in accordance with the terms and conditions set forth in Exhibit “B” to the First Amendment.

C. Tenant desires to take possession of and accept the Premises subject to the terms and provisions hereof.

NOW, THEREFORE , for and in consideration of the premises, and the mutual covenants and agreements contained herein and in the First Amendment, Landlord and Tenant hereby expressly covenant, acknowledge and agree as follows:

1. Landlord and Tenant have fully completed the construction of tenant improvements, alterations or modifications to Suite 400 in accordance with Exhibit “B” to the First Amendment, and the Suite 400 Work is substantially complete. Suite 400 is tenantable and ready for immediate occupancy by Tenant and Landlord has no further obligation to install or construct any construction improvements, modifications or alterations to the Premises (including Suite 400).

2. The Expansion Date shall be November 1, 2018. The expiration date of the Lease shall be September 30, 2020.

3. Except as specifically set forth herein, as of the date of this Memorandum the Lease (as defined in the First Amendment) has not been modified, altered, supplemented, superseded or amended in any respect, except by the First Amendment. All terms, provisions and conditions of the Lease (as amended by the First Amendment) are and remain in full force and effect, and are hereby expressly ratified, confirmed, restated and reaffirmed in each and every respect.

IN WITNESS WHEREOF, this Memorandum is entered into by Landlord and Tenant to be effective on the date first set forth above.

Landlord :

FLDR/TLC Overton Centre, L.P.,

a Texas limited partnership

By: FLDR/TLC Overton Genpar, LLC,

a Texas limited liability company, its general partner

By:

Name:

Title:

Tenant :

Elevate Credit Service, LLC,

a Delaware limited liability company

By:

Name:

Title:

FOURTH AMENDED AND RESTATED FINANCING AGREEMENT

Dated as of October 15, 2018

by and among

RISE SPV, LLC, a Delaware limited liability company, and EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as the US Term Note Borrowers (together, the “ US Term Note Borrowers ”),

ELEVATE CREDIT INTERNATIONAL LTD., a company incorporated under the laws of England with number 05041905 (the “ UK Borrower ”),

ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“ Elevate Credit ” or the “ US Last Out Term Note Borrower ”),

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO

and

VICTORY PARK MANAGEMENT, LLC

as Agent

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS; CERTAIN TERMS.....................................................................................2

Section 1.1 Definitions.................................................................................................................2

Section 1.2 Terms Generally.......................................................................................................29

Section 1.3 Accounting and Other Terms...................................................................................30

Section 1.4 Borrower Representative.........................................................................................30

Section 1.5 Payments in Foreign Currencies..............................................................................30

Section 1.6 Exchange Rates........................................................................................................31

Section 1.7 Judgment Currency...................................................................................................31

ARTICLE 2 BORROWERS’ AUTHORIZATION OF ISSUE................................................................31

Section 2.1 Senior Secured Term Notes; Senior Secured UK Term Notes; Senior

Secured Fourth Tranche US Last Out Term Notes...................................................31

Section 2.2 Interest......................................................................................................................39

Section 2.3 Redemptions and Payments.....................................................................................40

Section 2.4 Payments..................................................................................................................44

Section 2.5 Dispute Resolution...................................................................................................44

Section 2.6 Taxes.........................................................................................................................45

Section 2.7 Reissuance................................................................................................................47

Section 2.8 Register.....................................................................................................................48

Section 2.9 Maintenance of Register...........................................................................................48

Section 2.10 Monthly Maintenance Fee; Unused US Term Note Commitment Fee.....................48

Section 2.11 [Reserved].................................................................................................................48

Section 2.12 Increase in Maximum Commitment.........................................................................48

ARTICLE 3 FOURTH RESTATEMENT CLOSING...............................................................................50

Section 3.1 Fourth Restatement Closing.....................................................................................50

ARTICLE 4 INTENTIONALLY OMITTED...........................................................................................51

ARTICLE 5 CONDITIONS TO FOURTH RESTATEMENT CLOSING AND EACH

lENDER’S OBLIGATION TO PURCHASE..................................................................................51

Section 5.1 Fourth Restatement Closing.....................................................................................51

Section 5.2 Subsequent Draws....................................................................................................54

ARTICLE 6 RESERVED.........................................................................................................................55

ARTICLE 7 CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES....................................55

Section 7.1 Organization and Qualification................................................................................55

Section 7.2 Authorization; Enforcement; Validity......................................................................56

Section 7.3 Issuance of Securities...............................................................................................56

Section 7.4 No Conflicts..............................................................................................................56

Section 7.5 Consents....................................................................................................................56

Section 7.6 Subsidiary Rights......................................................................................................57

Section 7.7 Equity Capitalization................................................................................................57

Section 7.8 Indebtedness and Other Contracts............................................................................58

Section 7.9 Off Balance Sheet Arrangements..............................................................................58

Section 7.10 Ranking of Notes......................................................................................................58

Section 7.11 Title...........................................................................................................................58

Section 7.12 Intellectual Property Rights......................................................................................58

Section 7.13 Creation, Perfection, and Priority of Liens...............................................................59

Section 7.14 Absence of Certain Changes; Insolvency.................................................................59

Section 7.15 Absence of Proceedings...........................................................................................60

Section 7.16 No Undisclosed Events, Liabilities, Developments or Circumstances....................60

Section 7.17 No Disagreements with Accountants and Lawyers..................................................60

Section 7.18 No General Solicitation; Placement Agent’s Fees....................................................60

Section 7.19 Reserved...................................................................................................................61

Section 7.20 Tax Status.................................................................................................................61

Section 7.21 Transfer Taxes..........................................................................................................61

Section 7.22 Conduct of Business; Compliance with Laws; Regulatory Permits........................61

Section 7.23 Foreign Corrupt Practices........................................................................................62

Section 7.24 Reserved...................................................................................................................63

Section 7.25 Environmental Laws................................................................................................63

Section 7.26 Margin Stock...........................................................................................................63

Section 7.27 ERISA; Pension Schemes.......................................................................................63

Section 7.28 Investment Company...............................................................................................64

Section 7.29 U.S. Real Property Holding Corporation................................................................64

Section 7.30 Internal Accounting and Disclosure Controls.........................................................64

Section 7.31 Accounting Reference Date....................................................................................64

Section 7.32 Transactions With Affiliates....................................................................................64

Section 7.33 Acknowledgment Regarding Holders’ Purchase of Securities...............................64

Section 7.34 Reserved..................................................................................................................65

Section 7.35 Insurance.................................................................................................................65

Section 7.36 Full Disclosure........................................................................................................65

Section 7.37 Employee Relations................................................................................................65

Section 7.38 Certain Other Representations and Warranties.......................................................66

Section 7.39 Patriot Act...............................................................................................................66

Section 7.40 Material Contracts..................................................................................................66

ARTICLE 8 COVENANTS...................................................................................................................66

Section 8.1 Financial Covenants...............................................................................................66

Section 8.2 Deliveries...............................................................................................................67

Section 8.3 Notices...................................................................................................................69

Section 8.4 Rank.......................................................................................................................71

Section 8.5 Incurrence of Indebtedness....................................................................................72

Section 8.6 Existence of Liens..................................................................................................72

Section 8.7 Restricted Payments...............................................................................................72

Section 8.8 Mergers; Acquisitions; Asset Sales........................................................................73

Section 8.9 No Further Negative Pledges.................................................................................74

Section 8.10 Affiliate Transactions.............................................................................................74

Section 8.11 Insurance................................................................................................................74

Section 8.12 Corporate Existence and Maintenance of Properties.............................................75

Section 8.13 Non-circumvention................................................................................................75

Section 8.14 Change in Business; Change in Accounting; Centre of Main Interest;

Elevate Credit Parent..............................................................................................76

Section 8.15 U.S. Real Property Holding Corporation...............................................................76

Section 8.16 Compliance with Laws...........................................................................................76

Section 8.17 Additional Collateral..............................................................................................76

Section 8.18 Audit Rights; Field Exams; Appraisals; Meetings; Books and

Records...................................................................................................................77

Section 8.19 Additional Issuances of Debt Securities; Right of First Refusal on

New Indebtedness...................................................................................................78

Section 8.20 Post-Closing Obligations........................................................................................78

Section 8.21 Use of Proceeds......................................................................................................79

Section 8.22 Fees, Costs and Expenses.......................................................................................80

Section 8.23 Modification of Organizational Documents and Certain Documents....................80

Section 8.24 Joinder ........................................................................................................................................... 80

Section 8.25 Investments.............................................................................................................81

Section 8.26 Further Assurances.................................................................................................82

Section 8.27 Pensions Schemes...................................................................................................82

ARTICLE 9 CROSS GUARANTY.........................................................................................................83

Section 9.1 Cross-Guaranty........................................................................................................83

Section 9.2 Waivers by Guarantors............................................................................................83

Section 9.3 Benefit of Guaranty.................................................................................................84

Section 9.4 Waiver of Subrogation, Etc.....................................................................................84

Section 9.5 Election of Remedies..............................................................................................84

Section 9.6 Limitation................................................................................................................84

Section 9.7 Contribution with Respect to Guaranty Obligations...............................................85

Section 9.8 Liability Cumulative...............................................................................................86

Section 9.9 Stay of Acceleration................................................................................................86

Section 9.10 Benefit to Credit Parties..........................................................................................86

Section 9.11 Indemnity................................................................................................................86

Section 9.12 Reinstatement.........................................................................................................86

Section 9.13 Guarantor Intent......................................................................................................86

Section 9.14 General....................................................................................................................87

ARTICLE 10 RIGHTS UPON EVENT OF DEFAULT.........................................................................87

Section 10.1 Event of Default......................................................................................................87

Section 10.2 Termination of Commitments and Acceleration Right...........................................90

Section 10.3 Consultation Rights.................................................................................................91

Section 10.4 Other Remedies.......................................................................................................91

Section 10.5 Application of Proceeds..........................................................................................92

ARTICLE 11 BANKRUPTCY MATTERS............................................................................................92

ARTICLE 12 AGENCY PROVISIONS.................................................................................................94

Section 12.1 Appointment...........................................................................................................94

Section 12.2 Binding Effect.........................................................................................................96

Section 12.3 Use of Discretion....................................................................................................96

Section 12.4 Delegation of Duties...............................................................................................96

Section 12.5 Exculpatory Provisions...........................................................................................97

Section 12.6 Reliance by Agent...................................................................................................97

Section 12.7 Notices of Default...................................................................................................98

Section 12.8 Non Reliance on the Agent and Other Holders.......................................................98

Section 12.9 Indemnification.......................................................................................................99

Section 12.10 The Agent in Its Individual Capacity......................................................................99

Section 12.11 Resignation or Removal of the Agent; Successor Agent........................................99

Section 12.12 Reimbursement by Holders and Lenders..............................................................100

Section 12.13 Withholding...........................................................................................................100

Section 12.14 Release of Collateral or Guarantors.......................................................................101

ARTICLE 13 MISCELLANEOUS.......................................................................................................101

Section 13.1 Payment of Expenses............................................................................................101

Section 13.2 Governing Law; Jurisdiction; Jury Trial...............................................................102

Section 13.3 Counterparts..........................................................................................................103

Section 13.4 Headings...............................................................................................................103

Section 13.5 Severability...........................................................................................................103

Section 13.6 Entire Agreement; Amendments...........................................................................103

Section 13.7 Notices..................................................................................................................104

Section 13.8 Successors and Assigns; Participants....................................................................106

Section 13.9 No Third Party Beneficiaries................................................................................108

Section 13.10 Survival.................................................................................................................108

Section 13.11 Further Assurances................................................................................................108

Section 13.12 Indemnification.....................................................................................................108

Section 13.13 No Strict Construction..........................................................................................109

Section 13.14 Waiver...................................................................................................................109

Section 13.15 Payment Set Aside................................................................................................110


Section 13.16	Independent Nature of the Lenders’ and the Holders’ Obligations and

Rights...................................................................................................................110

Section 13.17 Set-off; Sharing of Payments...............................................................................110

Section 13.18 Reserved...............................................................................................................111

Section 13.19 Reaffirmation.......................................................................................................111

Section 13.20 Release of Agent and Lenders..............................................................................112

Section 13.21 Buy-Out Option....................................................................................................113

Section 13.22 Replacement of Lenders and Holders..................................................................114

Section 13.23 Limited Recourse and Non-Petition.....................................................................115

EXHIBITS

Exhibit A-1 Form of Senior Secured US Term Note

Exhibit A-2(a) Form of Senior Secured UK Term Note (USD)

Exhibit A-2(b) Form of Senior Secured UK Term Note (GBP)

Exhibit A-3 [Reserved]

Exhibit A-4 Form of Senior Secured Fourth Tranche US Last Out Term Note

Exhibit B Reserved

Exhibit C Form of Secretary’s Certificate

Exhibit D Form of Officer’s Certificate

Exhibit E Form of ComplianceCertificate

Exhibit F Form of Notice of Borrowing

Exhibit G Form of Joinder Agreement

Exhibit H Index of Fourth Restatement Closing Documents

SCHEDULES

Schedule 1.1 Calculation of Charge Off Rate

Schedule 7.1 Subsidiaries

Schedule 7.5 Consents

Schedule 7.7 Equity Capitalization

Schedule 7.8 Indebtedness and Other Contracts

Schedule 7.12 Intellectual Property Rights

Schedule 7.22 Conduct of Business; Regulatory Permits

Schedule 7.27 ERISA and UK Pension Schemes

Schedule 7.32 Transactions with Affiliates

Schedule 7.40 Material Contracts

Schedule 8.25 Existing Investments

FOURTH AMENDED AND RESTATED FINANCING AGREEMENT

This FOURTH AMENDED AND RESTATED FINANCING AGREEMENT (as

modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “ Agreement ”), dated as of October 15, 2018 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company ( “ Rise SPV ”), and EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ EF SPV ”; together with Rise SPV, the “ US Term Note Borrowers ”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “ UK Borrower ”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“ Elevate Credit ” or the “ US Last Out Term Note Borrower ”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “ Borrower ” and collectively, the “ Borrowers ”), Elevate Credit, Inc., a Delaware corporation (“ Elevate Credit Parent ”), as a Guarantor (as defined herein), the other Guarantors (as defined herein) from time to time party hereto (such Guarantors, collectively with the Borrowers, the “ Credit Parties ”), Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “ Agent ”) for the Lenders and the Holders (each as defined herein), and such Lenders and Holders from time to time party hereto.

RECITALS

WHEREAS , the Borrowers, the other Credit Parties, Agent and Lenders are parties to that certain Third Amended and Restated Financing Agreement dated as of February 1, 2017 by and among the Borrowers party thereto, the other Credit Parties party thereto, Agent and the Lenders and Holders party thereto (as amended, supplemented or otherwise modified from time to time and in effect immediately prior to the effectiveness of this Agreement, the “ Third Amended and Restated Financing Agreement ”) which amended and restated in its entirety, without constituting a novation, that certain Second Amended and Restated Financing Agreement dated as of June 30, 2016 (as the same was amended, supplemented or otherwise modified from time to time and in effect immediately prior to the effectiveness of the Third Amended and Restated Financing Agreement (the “ Original Financing Agreement ” or the “ Second Amended and Restated Financing Agreement ”) by and among the Borrowers party thereto, the other Credit Parties party thereto, Agent and the Lenders and Holders party thereto;

WHEREAS , the parties hereto desire to enter into this Agreement to, among other things, amend and restate in its entirety the Third Amended and Restated Financing Agreement, without constituting a novation of the obligations, liabilities and indebtedness of the Borrowers and Guarantors thereunder, on the terms and subject to the conditions contained herein; and

WHEREAS , contemporaneously with the execution and delivery of this Agreement, the

Borrowers shall pay and reimburse the Agent for itself and on behalf of the Holders and Lenders for all expenses incurred in connection with the transactions contemplated hereunder.

NOW, THEREFORE , in consideration of the premises and the covenants and agreements contained herein, the Borrowers, the Guarantors, the Agent and each Lender hereby amend and restate the Third Amended and Restated Financing Agreement in its entirety without effecting a novation of the Obligations existing thereunder, and otherwise agree as follows:

ARTICLE 1

DEFINITIONS; CERTAIN TERMS

Section 1.1 Definitions . As used in this Agreement, the following terms have the

respective meanings indicated below, such meanings to be applicable equally to both the singular and plural forms of such terms:

“ 956 Impact ” has the meaning set forth in Section 8.24.

“ 956 Limitations ” means, collectively, that notwithstanding any other provisions of this Agreement, (a) no Obligation of any US Term Note Borrower or the US Last Out Term Note Borrower (including any guaranty of any Obligation of the US Term Note Borrower or the US Last Out Term Note Borrower) shall constitute an “Obligation” with respect to any UK Credit Party, (b) no UK Credit Party shall guaranty or otherwise be liable for any other Credit Party’s guaranty of any Obligation of any US Term Note Borrower or the US Last Out Term Note Borrower and (c) no assets of any UK Credit Party shall serve as collateral security for any Obligations of any US Term Note Borrower or the US Last Out Term Note Borrower (including any guaranty of any Obligations of any US Term Note Borrower or the US Last Out Term Note Borrower), it being understood and acknowledged that the preceding provisions are intended to ensure that no UK Credit Party shall be treated as holding any obligations of a United States person pursuant to Section 956 of the Internal Revenue Code and shall be interpreted consistent with this intention.

“ 1933 Act ” means the Securities Act of 1933, as amended.

“ Acceptable Bank ” means (a) a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd . or P-1 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognized credit rating agency; or (b) any other bank or financial institution approved by the Agent.

“ Accounting Reference Date ” means December 31 st of each year.

“ Acquisition ” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business line, unit or division of a Person, (b) the acquisition of in excess of 50% of the Equity Interests of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person.

“ Additional Amount ” has the meaning set forth in Section 2.6(b).

“ Affiliate ” means, with respect to a specified Person, another Person that (i) is a director or officer of such specified Person, or (ii) directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“ Agent ” has the meaning set forth in the introductory paragraph hereto. “ Agreement ” has the meaning set forth in the introductory paragraph hereto. “ Agreement Currency ” has the meaning set forth in Section 1.7.

“ Asset Sale ” means the sale, lease, license, conveyance or other disposition of any assets or rights of any Credit Party or any Credit Party’s Subsidiaries.

“ Bank ” means a Federal Deposit Insurance Corporation insured state or federally chartered bank.

“ Bank Transaction Documents ” means, collectively, those certain program agreements, loan sale agreements or participation sale agreements, as applicable, or any other similar agreements by and between any Bank and a Credit Party pursuant to which such Bank may sell to such Credit Party from time to time Consumer Loans originated by such Bank or participation interests therein, in each case, in form and substance reasonably acceptable to Agent and as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ Bankruptcy Code ” has the meaning set forth in Section 10.1(c). “ Bankruptcy Law ” has the meaning set forth in Section 10.1(c).

“ Base Rate ” means the London Interbank Offered Rate last quoted by Bloomberg for deposits of U.S. Dollars for a period of three months on the last Business Day of each calendar month. If no such London Interbank Offered Rate exists, such rate will be the rate of interest per annum, as determined by the Agent at which deposits of U.S. Dollars in immediately available funds are offered on the last Business Day of each calendar month by major financial institutions reasonably satisfactory to the Agent in the London interbank market for a period of three months for the applicable principal amount on such date of determination. Notwithstanding the foregoing to the contrary, solely with respect to the US Term Notes, the Base Rate shall not be less than 1.00% per annum.

“ Blocked Account ” means each “Controlled Account” (as defined in the US Security Agreement) that is subject to the full dominion and control of the Agent and each “Blocked Account” (as defined in the UK Security Documents).

“ Book Value of Equity ” means, as of any date of determination, total assets less intangible assets less total liabilities, in each case, of the Credit Parties and their Subsidiaries.

“ Borrower ” and “ Borrowers ” have the meanings set forth in the introductory paragraph

hereto.

“ Borrower Representative ” has the meaning set forth in Section 1.4. “ Borrowing Base ” means, on any date of determination, the sum of:

(a) the aggregate balance of the Current Consumer Loans on such date multiplied by the Maximum Loan to Value Ratio (as set forth in the column labeled “Maximum Loan to Value Ratio” of the table set forth Section 8.1(a) of this Agreement) in effect as of such date in accordance with Section 8.1(a) of this Agreement, plus

(b) one hundred percent (100%) of the balance of the unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Credit Parties on such date for which the Agent shall have a first-priority perfected Lien. For purposes of clarification, unrestricted cash includes all cash of the Credit Parties that is being held by an ACH provider prior to remittance to a Credit Party.

“ Borrowing Base Certificate ” means a borrowing base certificate signed by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), in substantially the form included in the Form of Notice of Borrowing attached hereto as Exhibit F .

“ Business Day ” means any day other than Saturday or Sunday or any day that banks in Chicago, Illinois are required or permitted to close.

“ Capital Stock ” means (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into, or exchangeable for, Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Equivalent Investment ” means, at any time, (a) any evidence of debt, maturing not more than one year after such time, issued or guaranteed by the United States Government, the government of the United Kingdom or any respective agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000 or an Acceptable Bank, (d) any repurchase agreement entered into with any commercial banking institution of the nature referred to in clause (c)

which (i) is secured by a fully perfected security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such

commercial banking institution or Acceptable Bank thereunder, (e) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements, and


(f)	other short term liquid investments approved in writing by Agent.

“ Change of Control ” means, (a) with respect to any Credit Party or any Subsidiary of any Credit Party, that such Person shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not such Person is the surviving corporation) another Person or (ii) sell, assign, transfer, lease, license, convey or otherwise dispose of all or substantially all of the properties or assets of such Person to another Person; provided , the foregoing notwithstanding, any of the Elevate Credit Subsidiaries (other than the Borrowers) may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time; (b) with respect to the Capital Stock of Elevate Credit Parent, the existing holders of the Capital Stock of Elevate Credit Parent as of the Original Restatement Closing Date collectively shall cease to own, beneficially and of record, directly or indirectly, for any reason at least 51% of the aggregate ordinary voting power represented by issued and outstanding Capital Stock of Elevate Credit Parent or, in any event, that number of shares of Capital Stock of Elevate Credit Parent representing voting control of Elevate Credit Parent, in each case under this clause (b), free and clear of all Liens; (c) Elevate Credit Parent shall cease to own, beneficially and of record, for any reason at any time 100% of the Capital Stock of the US Term Note Borrower, the UK Borrower or any of the Elevate Credit Subsidiaries, free and clear of all Liens (other than Liens in favor of the Agent) or (d) a Flotation has occurred.

" Charge Off Rate " means the rate expressed as a percentage, as of the last day of any calendar month, of the product of:

(a) the ratio of (i) the outstanding principal balance of Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due in the calendar month that was two full calendar months preceding the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that do not have a principal payment that became past due as of the last day of the calendar month that was three full calendar months preceding the calendar month that includes such date of determination; multiplied by

(b) the ratio of (i) the outstanding principal balance of Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due in the calendar month that was one full calendar month preceding the calendar month that includes such date of determination less recoveries received (payments collected on loans that were previously 61 or more days past due) during the current calendar month to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due as of the last day of the calendar month that was two full calendar months preceding the calendar month that includes such date of determination; multiplied by

principal payment that became 61 or more days past due but not greater than 90 days past due in the calendar month that includes such date of determination to (ii) the outstanding

principal balance of Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due as of the last day of the calendar month that was one full calendar months preceding the calendar month that includes such date of determination.

For purposes of clarification, an example of the calculation of the Charge Off Rate is set forth on Schedule 1.1 .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Collateral ” means the “Collateral” as defined in each of the US Security Agreement and the relevant UK Security Documents.

“ Committed First Out Note Holder ” has the meaning set forth in Section 13.21(a).

“ Commitments ” means, collectively, each of the US Term Note Commitments, the UK

Term Note Commitments (USD), the UK Term Note Commitments (GBP) and the Fourth Tranche US Last Out Term Note Commitments.

“ Compliance Certificate ” means a compliance certificate signed by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), in substantially the form attached hereto as Exhibit E .

“ Consumer Credit ” is defined in 12 C.F.R §202.2(h).

“ Consumer Loan Agreement ” means a consumer loan agreement (together with all related agreements, documents and instruments executed and/or delivered in connection therewith) or similar contract, pursuant to which (a) a Credit Party (i) agrees to make Consumer Loans from time to time or (ii) otherwise possesses the authority (as assignee or holder) to enforce the terms of a Consumer Loan or (b) the applicable Bank party to the applicable Bank Transaction Documents with a Credit Party that agrees to make Consumer Loans from time to time.

“ Consumer Loans ” means unsecured consumer loans made (a) by the Credit Parties to individual residents of the United States of America and the United Kingdom in the ordinary course of business or (b) by a Bank to individual residents of the United States of America in the ordinary course of business and either (i) purchased from such Bank by a Credit Party or (ii) participated by a Bank to a Credit Party, in the case of each of the foregoing clauses (i) and (ii), pursuant to the applicable Bank Transaction Documents.

“ Contingent Obligation ” means, as to any Person, any direct or indirect liability, contingent or

otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

“ Control ” means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Capital Stock having ordinary voting power for the election of directors of a Person or (ii) to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract, proxy, agency or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Conversion Shares ” means those shares of Capital Stock of Elevate Credit Parent into which the outstanding principal amount of the US Convertible Term Notes (as defined in the Third Amended and Restated Financing Agreement), and any accrued and unpaid interest thereon, were converted prior to the Fourth Restatement Closing Date pursuant to the terms of the US Convertible Term Notes (as defined in the Third Amended and Restated Financing Agreement).

“ Corporate Cash ” means, as of any date of determination, the sum of unrestricted cash and Cash Equivalent Investments of Elevate Credit Parent and all other Credit Parties (other than the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower) with respect to which Agent has a perfected Lien as of such date of determination.

“ Credit Exposure ” means any period of time during which any Note or other Obligation remains unpaid or outstanding; provided , that no Credit Exposure shall be deemed to exist solely due to the existence of either or both of the following (a) any contingent indemnification liability, absent the assertion of a claim, or the known existence of a claim reasonably likely to be asserted, with respect thereto or (b) any potential reinstatement of Obligations in connection with an event set forth in Sections 10.1(c) or 10.1(d), absent the existence of such an event under Sections 10.1(c) or 10.1(d) and/or the actual reinstatement of Obligations in connection therewith.

“ Credit Party ” means each Borrower and each Guarantor.

“ CSO Loans ” means installment loans originated by independent third party lenders, whereby (a) the applicable Borrower acts as a credit services organization on behalf of consumers in accordance with applicable state laws and (b) in order to assist the customer in obtaining a loan under such program, the applicable Borrower guarantees, on behalf of the customer, the customer’s payment obligations to the third party lender under the loan.

“ Current Consumer Loan ” means, as of any date of determination, a Consumer Loan (or participation interest in a Consumer Loan) that is subject to a first priority Lien in favor of Agent and which does not have a principal payment that is greater than sixty (60) days past due (based on the original contractual payment schedule or terms therefor) on such date.

“ Current Fourth Tranche US Last Out Term Note Interest Rate ” means (x) on or prior to January 30, 2018, a rate equal to the greater of (a) eighteen percent (18%) per annum and

(b) the sum of (i) the Base Rate (but not less than one percent (1%) per annum) plus (ii) seventeen percent (17%) per annum and (y) after January 30, 2018, a rate equal to the sum of (a) the Base Rate (but not less than one percent (1%) per annum) plus (b) thirteen percent (13%) per annum.

“ Current UK Exchange Rate ” means, as of any date of determination, (i) in the case of a conversion of UK Term Notes (USD) to UK Term Notes (GBP), the then prevailing exchange rate in effect on such date of determination to convert any amount denominated in Dollars into an amount denominated in Pounds Sterling, as determined by Agent in accordance with Section 1.6 hereof and (ii) in the case of a conversion of UK Term Notes (GBP) to UK Term Notes (USD), the then prevailing exchange rate in effect on such date of determination to convert any amount denominated in Pounds Sterling into an amount denominated in Dollars, as determined by Agent in accordance with Section 1.6 hereof.

“ Current UK Interest Rate ” means (i) on or prior to January 30, 2018, a rate equal to the sum of (a) the Base Rate plus (b) sixteen percent (16%) per annum and (ii) after January 30, 2018, a rate equal to the sum of (a) the Base Rate plus (b) fourteen percent (14%) per annum.

“ Current US Term Note Interest Rate ” means a rate equal to the sum of (a) the Base Rate plus (b)(i) eleven percent (11%) per annum in respect of up to $350,000,000 in aggregate principal amount of the US Term Notes that is outstanding from time to time and (ii) ten percent (10%) per annum in respect of any amount in excess of $350,000,000 in aggregate principal amount of the US Term Notes that is outstanding from time to time; provided , the foregoing notwithstanding, the “ Current US Term Note Interest Rate ” shall mean (x) the sum of (a) the Base Rate plus (b) eight percent (8%) per annum in respect of any principal amount of the US Term Notes that is outstanding from time to time and that shall thereafter be designated to be a Reduced Risk Amount (but solely with respect to any such principal amount of the US Term Notes that shall thereafter be designated, on a pro rata basis with respect to the outstanding US Term Notes, to be a Reduced Risk Amount and solely with respect to the period in which such principal amount continues to constitute a Reduced Risk Amount) and (y) zero percent (0%) per annum in respect of any principal amount of the US Term Notes that is outstanding from time to time and that shall thereafter be designated to be a State Force Majeure Paydown Amount (but solely with respect to any principal amount of the US Term Notes that is outstanding from time to time and that shall thereafter be designated to be a State Force Majeure Paydown Amount and solely with respect to the period commencing on the date that such principal amount of the US Term Notes shall be designated a State Force Majeure Paydown Amount and continuing until the date that is the ninetieth (90 th ) day following such date).

“ Custodian ” has the meaning set forth in Section 10.1(c).

“ Customer Information ” means nonpublic information relating to borrowers or applicants of

Consumer Loans, including without limitation, names, addresses, telephone numbers, e-mail addresses, credit information, account numbers, social security numbers, loan balances or other loan information, and lists derived therefrom and any other information required to be kept confidential by the Requirements.

“ Debenture ” that certain Debenture dated on or about the Original Restatement Closing Date made by and between the UK Borrower, the other UK Credit Parties and the Agent, on behalf of the Holders and Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Debt-to-Equity Ratio ” means, (a) with respect to Elevate Credit, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of Elevate Credit and its Subsidiaries (including the Obligations), determined in accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to Elevate Credit by its stockholders as of such time reduced by (B) the aggregate amount of cash distributions made by Elevate Credit to any of its stockholders, as of such time, and (b) with respect to a Borrower, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of such Borrower (including the Obligations), determined in accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to such Borrower by Elevate Credit Parent as of such time reduced by (B) the aggregate amount of cash distributions made by such Borrower to any of its members (including, without limitation, Elevate Credit Parent) as of such time.

“ Default Rate ” means a rate equal to the Current UK Interest Rate, the Current US Term Note Interest Rate, and/or the Current Fourth Tranche US Last Out Term Note Interest Rate, as applicable, plus five percent (5.0%) per annum.

“ Defaulting US Term Note Lender ” means any Lender with a US Term Note Commitment that has:

(a) failed to fund any amounts required to be made by it under Section 2.1(a) by the time such payment is due,

(b) given written notice (and Agent has not received a revocation in writing), to a Borrower, Agent or any Lender or Holder or has otherwise publicly announced (and Agent has not received notice of a public retraction) that such Lender believes it will fail to fund amounts required to be funded by it under Section 2.1(a), or

(c) (i) become subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) had a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for this clause (c), Agent has determined that such Lender is reasonably likely to fail to fund any payments required to be made by it under Section 2.1(a).

“ Destruction ” means any and all damage to, or loss or destruction of, or loss of title to, all or any portion of the Collateral (i) in excess of $100,000 in the aggregate for any Fiscal Year or (ii) that

results, individually or in the aggregate, in a Material Adverse Effect.

“ Diligence Date ” has the meaning set forth in Section 7.14.

“ DIP Financing ” has the meaning set forth in Section 11.2(a).

“ Division/Series Transaction ” means, with respect to any Credit Party and/or any of its Subsidiaries that is a limited liability company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or not the original

Credit Party or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series, in each case, as contemplated under the laws of the State of Delaware.

“ Dollar ” and “ $ ” mean lawful money of the United States.

“ Dollar Equivalent ” means, with respect to any amount denominated in Dollars, such amount of Dollars, and with respect to any amount denominated in a currency other than Dollars, the amount of Dollars, as of any date of determination, into which such other currency can be converted in accordance with prevailing exchange rates, as determined by Agent in accordance with Section 1.6 hereof.

“ Domestic Credit Party ” means a Credit Party that is incorporated or otherwise organized under the laws of a state of the United States.

“ Elevate Credit ” has the meaning set forth in the introductory paragraph hereto.

“ Elevate Credit Parent ” has the meaning set forth in the introductory paragraph hereto.

“ Elevate Credit Subsidiaries means each of (a) the Subsidiaries of Elevate Credit Parent

(other than the Borrowers) listed on the signature pages hereto as an “Elevate Credit Subsidiary;” and (b) each other Subsidiary (other than the Borrowers) formed or acquired by Elevate Credit from time to time after the Original Closing Date.

“ Employee Benefit Plan ” means any “employee benefit plan” as defined in Section 3(3) of ERISA (a) which is or was sponsored, maintained or contributed to by, or required to be contributed to by, any Credit Party, any Subsidiary of any Credit Party or any of their ERISA Affiliates, or (b) with respect to which, any Credit Party or any Subsidiary of any Credit Party may have liability (contingent or otherwise).

“ Environmental Laws ” means all applicable federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “ Hazardous Materials ”) into the environment, the exposure of humans thereto, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all regulatory

authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices of violation or similar notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

“ Equity Interests ” means Capital Stock and all warrants, options and other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock, whether or not such debt security includes the right of participation with Capital Stock).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means, as to any Credit Party, any trade or business (whether or not incorporated) that is a member of a group which includes such Credit Party and which is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) the occurrence of a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation) with respect to an ERISA Affiliate; (b) the failure to meet the minimum funding standards of Sections 412 and 430 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which reasonably might be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the occurrence of an act or omission which reasonably might be expected to give rise to the imposition on any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Sections 4975 or 4971 of the Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (i) the assertion of a material claim (other than routine claims for benefits)

against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against any of the Credit Parties, any of their respective Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (j) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; or (k) the imposition of a Lien pursuant to Section 401(a)(29) or 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan.

“ Event of Default ” has the meaning set forth in Section 10.1.

“ Event of Default Commitment Suspension or Termination Notice ” has the meaning set forth in Section 10.2(a).

“ Event of Default Notice ” has the meaning set forth in Section 10.2(a).

“ Event of Default Redemption ” has the meaning set forth in Section 10.2(a).

“ Event of Default Redemption Notice ” has the meaning set forth in Section 10.2(a).

“ Event of Loss ” means any Destruction to, or any Taking of, any asset or property of any Credit Party or any of their Subsidiaries.

“ Excess Cash ” means the aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the US Term Note Borrower shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the US Term Note Borrowers in excess of $10,000,000 with respect to which Agent shall have a perfected Lien as of such date of determination.

“ Excluded Taxes ” means, in respect of the Agent or any Holder or Lender, as applicable,

(a) income taxes imposed on the net income of such Person, (b) franchise taxes imposed on the net income of such Person, in each case by the jurisdiction under the laws of which such Person is organized or qualified to do business or a jurisdiction or any political subdivision thereof in which such Person engages in business activity, other than activity or connection arising from such Person having executed, delivered, become a party to, enjoyed or exercised its rights under, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction contemplated under this Agreement or any Transaction Document, or sold or assigned any interest in any Note or any of the other Transaction Documents.

or local tax refunds outside the ordinary course of business, (b) pension plan reversions outside the ordinary course of business, (c) judgments, proceeds of settlements or other consideration of any kind in excess of $500,000 in the aggregate in connection with any cause of action (but excluding any amounts received in connection with the collection, sale, or disposition in the ordinary course of business of the Credit Parties of Consumer Loans that are not Current Consumer Loans and that have been settled or charged off) and (d) any purchase price adjustment received in connection with any Acquisition.

“ Family Group ” means a Person's spouse and descendants (whether natural or adopted), any trust solely for the benefit of such Person and/or such Person’s spouse and/or descendants and any retirement plan for such Person.

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“ FCA ” means the Financial Conduct Authority acting in accordance with Part 6 of the Financial Services and Markets Act 2000.

“ Federal or Multi-State Force Majeure Affected Amount ” means, as of any date of determination, an amount equal to the aggregate outstanding principal amount of the US Term Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans (or purchase participation interests therein) that remain outstanding on such date to borrowers residing in state(s) directly affected by a Federal or Multi-State Force Majeure Event (which amount with respect to each such Consumer Loan or participation interest in a Consumer Loan shall not exceed the outstanding principal amount of such Consumer Loan (or participation interest therein, as the case may be) on such date) and the denominator of which shall be equal to the aggregate outstanding principal amount of the US Term Notes on such date.

“ Federal or Multi-State Force Majeure Event ” means any regulatory event or regulatory change at the federal level or in any group of states acting in concert in which the Credit Parties originate Consumer Loans or in which the Credit Parties purchase participation interests in Consumer Loans from the applicable Banks which originate such Consumer Loans, in each case, that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans (or purchase participation interests therein and collect thereon, as the case may be) in such affected jurisdictions pursuant to the Program or another program of a type similar to the Program, resulting in a Federal or Multi-State Force Majeure Affected Amount equal to two-thirds or more of the aggregate principal amount then outstanding under the US Term Notes as of the applicable date of determination.

“ Fifth Amendment ” means that certain Fifth Amendment to Financing Agreement dated as of the Fifth Amendment Effective Date by and among Elevate Credit, the Subsidiaries of Elevate Credit party thereto, Agent and the Lenders party thereto.

“ Fifth Amendment Effective Date ” means February 11, 2016.

“ First Out Committed Buy-Out Notice ” has the meaning set forth in Section 13.21(a).

“ First Out Note Holder ” means any Holder holding any portion of the First Out Notes,

solely in such capacity.

“ First Out Notes ” means collectively, the UK Term Notes and the US Term Notes. “ First Out Purchase Price ” has the meaning set forth in Section 13.21(b).

“ First Payment Default Rate ” means, as of the last day of any calendar month, the ratio, expressed as a percentage, of the outstanding principal balance of Consumer Loans that (i) have their first principal payment become one or more days past due but not greater than 30 days past due in the calendar month that includes such date of determination to (ii) do not have their first principal payment become past due in the calendar month that includes such date of determination.

“ First Tier Foreign Subsidiary ” means a Foreign Subsidiary more than fifty percent (50%) of the voting Equity Interests of which are held directly by a Credit Party or indirectly by a Credit Party through one or more Subsidiaries that are incorporated or otherwise organized under the laws of a state of the United States of America.

“ Fiscal Year ” means a fiscal year of the Credit Parties.

“ Flotation ” means (a) a successful application being made for the admission of any part of the share capital of Elevate Credit Parent or any of its Subsidiaries (or any Holding Company of Elevate Credit Parent or any of its Subsidiaries) to the “Official List” maintained by the FCA or any equivalent list maintained by any other recognized authority and the admission of any part of the share capital of Elevate Credit Parent or any of its Subsidiaries (or Holding Company of Elevate Credit Parent or any of its Subsidiaries) to trading on the London Stock Exchange plc or any other recognized exchange; or (b) the grant of permission to deal in any part of the issued share capital of Elevate Credit Parent or any of its Subsidiaries (or Holding Company of Elevate Credit Parent or any of its Subsidiaries) on the Alternative Investment Market or the Main Board or the Growth Market of the ICAP Securities & Derivatives Exchange (ISDX) or on any recognized investment exchange (as that term is used in the Financial Services and Markets Act 2000) or in or on any exchange or market replacing the same or any other exchange or market in any country.

“ Foreign Lender ” means in the case of the US Term Note Borrowers and the US Last Out Term Note Borrower, a Lender or a Holder that is not a US Person.

“ Foreign Subsidiary ” means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not incorporated or otherwise organized under the laws of a state of the United States of America.

“ Fourth Restatement Closing ” has the meaning set forth in Section 3.1.

“ Fourth Restatement Closing Date ” has the meaning set forth in Section 3.1.

“ Fourth Tranche US Last Out Term Note Commitment ” has the meaning set forth in Section 2.1(d).

“ Fourth Tranche US Last Out Term Note Maturity Extension ” has the meaning set forth in Section 2.11.

“ Fourth Tranche US Last Out Term Notes ” has the meaning set forth in Section

2.1(d).

“ GAAP ” means United States generally accepted accounting principles, consistently

applied; provided , that solely for the purposes of the consolidating financial statements of the United Kingdom operations required to be delivered pursuant to Sections 8.2(a) and (b) of this Agreement, “ GAAP ” shall mean the International Financial Reporting Standards, as adopted by the European Union generally from time to time, consistently applied.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision of any of the foregoing, whether federal, state or local, and any agency, authority, commission, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantor ” means (i) Elevate Credit Parent (including in respect of the Obligations of the UK Borrower, the US Term Note Borrowers and the US Last Out Term Note Borrower)), (ii) each of the Elevate Credit Subsidiaries, (iii) the US Term Note Borrowers in respect of the Obligations of the UK Borrower, (iv) each US Term Note Borrower in respect of the Obligations of the other US Term Note Borrower and (iv) each other Person that guarantees in writing all or any part of the Obligations.

“ Guarantor Payment ” has the meaning set forth in Section 9.7(a).

“ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under: (i) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements; (ii) other agreements or arrangements designed to manage interest rates or interest rate risk; and (iii) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“ Holder ” means a holder of a Note.

“ Holding Company ” means, in relation to a Person, any other Person in respect of which it is a Subsidiary.

“ Holdout Buy-Out ” has the meaning set forth in Section 13.21(a).

“ Holdout Last Out Note Holder ” has the meaning set forth in Section 13.21(a).

“ Increased Maximum US Term Note Commitment ” means the aggregate principal

amount by which the Maximum US Term Note Commitment exceeds the “Maximum US Term Note Commitment” as such term is defined under the Second Amended and Restated Financing Agreement.

“ Increased US Term Note Commitment ” means, (a) with respect to a Lender that is a Lender on the Third Restatement Closing Date, the amount, if any, of such Lender’s US Term Note Commitment included in the Increased Maximum US Term Note Commitment and (b) with respect to a Lender

(including a new Lender) that acquires a US Term Note Commitment after the Third Restatement Closing Date (including, for the avoidance of doubt, pursuant to an assignment from a Defaulting US Term Note Lender in accordance with Section 2.1(a)), the portion of such Lender’s US Term Note Commitment attributable to the portion of the “Increased US Term Note Commitment” of the applicable Lender (if any) from which such US Term Note Commitment was acquired plus, to the extent applicable, any other Increased US Term Note Commitment of such assignee Lender. For the avoidance of doubt, on the Third Restatement Closing Date, the aggregate principal amount by which Maximum US Term Note Commitment exceeds the “Maximum US Term Note Commitment” as such term is defined under the Second Amended and Restated Financing Agreement is $100,000,000.

“ Indebtedness ” of any Person means, without duplication (i) all indebtedness for borrowed money, (ii) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business), (iii) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (iv) all obligations evidenced by notes, bonds, notes or similar instruments whether convertible or not, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (v) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (vi) all indebtedness referred to in clauses (i) through (v) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, (vii) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (i) through (iv) above; (viii) banker’s acceptances; (ix) the balance deferred and unpaid of the purchase price of any property or services due more than three months after such property is acquired or such services are completed; (x) Hedging Obligations; and (xi) obligations under convertible securities of any Credit Party or any of their Subsidiaries. In addition, the term “Indebtedness” of any Credit Party or any of their Subsidiaries, as applicable, includes (a) all Indebtedness of others secured by a Lien on any assets of any Credit Party or any of their Subsidiaries (whether or not such Indebtedness is assumed by any Credit Party or any of such Subsidiaries), and (b) to the extent not otherwise included, the guarantee by any Credit Party or any of their Subsidiaries of any Indebtedness of any other Person.

“ Insolvency Proceeding ” means any corporate action, legal proceeding or other procedure or formal step taken in relation to (a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise (other than for the purpose of a reconstruction or amalgamation the terms of which have been approved by the Agent)) of Elevate Credit Parent or any of its Subsidiaries; (b) a composition, compromise, assignment or arrangement with any creditor of Elevate Credit Parent or any of its Subsidiaries; (c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of Elevate Credit Parent or any of its Subsidiaries or any of their respective assets; or (d) enforcement of any security over any assets of Elevate Credit Parent or any of its Subsidiaries, in each case, or any analogous procedure or formal step taken in any jurisdiction.

“ Insolvent ” means, with respect to any Person, (a) the present fair saleable value in a non-liquidation context of such Person’s assets is less than the amount required to pay such Person’s total Indebtedness as applicable, or the fair value of the assets of such Person is less than its total liabilities (taking into account contingent and prospective liabilities), (b) such Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities fall due or become absolute and matured, (c) such Person incurs debts that would be beyond its ability to pay as such debts mature, (d) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted, (e) such Person is deemed to, or is declared to, be unable to pay its debts under applicable law, (f) such Person suspends or threatens in writing to suspend making payments on any of its debts, or (g) a moratorium is declared in respect of any Indebtedness of such Person. The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that would reasonably be expected to become an actual or matured liability. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

“ Intellectual Property Rights ” has the meaning provided in Section 7.12.

“ Intellectual Property Security Agreements ” means each trademark security agreement, each patent security agreement and each copyright security agreement, each in form and substance reasonably acceptable to the Agent, entered into from time to time by and among the applicable Credit Party or the applicable Guarantor and the Agent.

“ Interagency Guidelines ” means the Interagency Guidelines Establishing Information Security Guidelines, as set forth in Appendix B to 12 C.F.R. Part 30.

“ Intercompany Subordination Agreement ” means that certain Subordination Agreement dated on or about the Original Restatement Closing Date by and among Agent, the “Subordinated Creditors” (as defined therein) and the “Subordinated Debtors” (as defined therein), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Interest Date ” has the meaning provided in Section 2.2(a). “ Inventory ” has the meaning provided in the UCC.

“ Investment ” means, with respect to any Person, any investment in another Person, whether by acquisition of any debt security or Equity Interest, by making any loan or advance, by becoming contingently liable in respect of obligations of such other Person or by making an Acquisition.

“ IRS ” means the Internal Revenue Service of the United States and any successor thereto.

“ Issuance Date ” has the meaning provided in Section 2.2(a). “ Judgment Currency ” has the meaning set forth in Section 1.7.

“ Last Out Note Holder ” means any Holder holding any portion of the Fourth Tranche US Last Out Term Notes, solely in such capacity.

“ Late Charge ” has the meaning provided in Section 2.4. “ Legal Reservations ” means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of United Kingdom stamp duty may be void and defences of set-off or counterclaim;

(c) the limitation of the enforcement of the terms of leases of real property by laws of general application to those leases;

(d) similar principles, rights and remedies under the laws of any Relevant Jurisdiction; and

(e) any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions supplied to the Agent or Lenders under this Agreement.

Notwithstanding the foregoing and for purposes of clarification, the fact that charges which are designated as fixed charges in a security document may be construed by a court as floating charges only.

“ Lender ” and “ Lenders ” has the meaning set forth in the introductory paragraph hereto.

“ Lien ” means any mortgage, lien, pledge, security interest, conditional sale or other title

retention agreement, charge or other security interest or encumbrance of any kind, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease or license in the nature thereof, any option or other agreement to sell or give a security interest in, or any agreement or arrangement having similar effect.

“ Limitation Acts ” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“ Loan to Value Ratio ” means, as of any date of determination, the ratio of (a) the outstanding principal balance of the First Out Notes to (b) the sum of (i) the aggregate outstanding principal amount of Current Consumer Loans and (ii) the aggregate unrestricted (it being agreed and acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Credit Parties with respect to which Agent shall have a perfected Lien, in each case, as of such date of determination.

“ LTV Covenant Cure Amount ” has the meaning provided in Section 8.1(a).

“ LTV Covenant Cure Obligation ” has the meaning provided in Section 8.1(a). “ LTV Covenant Default ” has the meaning provided in Section 8.1(a).

“ Material Adverse Effect ” means any material adverse effect on the business, properties, assets, operations, the Collateral, results of operations, or condition (financial or otherwise) or prospects of the Credit Parties and their Subsidiaries, taken as whole, or on the transactions contemplated hereby or by the other Transaction Documents or by the Bank Transaction Documents, or on the authority or ability of any Credit Party or any of their respective Subsidiaries to fully and timely perform its obligations under any Transaction Document or any Bank Transaction Document, in each case, as determined by the Agent in its sole but reasonable discretion.

“ Material Contract ” means (a) each Consumer Loan Agreement and each Bank Transaction Document and (b) any contract or other arrangement to which any Credit Party or any of its Subsidiaries is a party (other than the Transaction Documents) for which breach, nonperformance, cancellation, termination or failure to renew could reasonably be expected to have a Material Adverse Effect.

“ Maturity Date ” means the earlier of (a) (i) solely with respect to the US Term Notes, February 1, 2021 and (ii) solely with respect to the UK Term Notes and Fourth Tranche US Last Out Term Notes, February 1, 2021; and (b) such earlier date as the unpaid principal balance of all outstanding Notes becomes due and payable pursuant to the terms of this Agreement and the Notes.

“ Maximum Commitment ” means $435,050,000, comprising (a) a “ Maximum UK Commitment ” of $50,000,000, (b) a “ Maximum US Term Note Commitment ” of

$350,000,000, and (c) a “ Maximum Fourth Tranche US Last Out Term Note Commitment ” of $35,050,000.

“ Maximum First Out Note Balance ” means, from time to time, the lesser of (a) the Borrowing Base (as calculated pursuant to the most recent Borrowing Base Certificate) then in effect or (b) $400,000,000.

“ Maximum UK Term Note Commitment (GBP) ” means £10,000,000 denominated in Pounds Sterling.

“ Maximum UK Term Note Commitment (USD) ” means $35,000,000 denominated in Dollars.

“ Monthly Maintenance Fees ” has the meaning set forth in Section 2.10.

“ Mortgage ” means a mortgage or deed of trust, in form and substance reasonably satisfactory to the Agent, as it may be amended, supplemented or otherwise modified from time to time.

“ Multiemployer Plan ” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“ New Guarantor ” has the meaning set forth in Section 8.24.

“ New Indebtedness Opportunity ” has the meaning set forth in Section 8.19.

“ Non-Excluded Taxes ” (a) any and all Taxes, other than Excluded Taxes, and (b) to the extent not otherwise described in (a), Other Taxes.

“ Notes ” means each US Term Note, each UK Term Note and each Fourth Tranche US Last Out Term Note and shall include each such US Term Note, UK Term Note, or Fourth Tranche US Last Out Term Note delivered pursuant to any provision of this Agreement and each such US Term Note, UK Term Note, or Fourth Tranche US Last Out Term Note delivered in substitution or exchange for, or otherwise in respect of, any other Note pursuant to any such provision.

“ Notice of Borrowing ” means a notice given by the Borrower Representative to the Agent pursuant to Section 2.1, in substantially the form of Exhibit F hereto.

“ Obligations ” means any and all obligations, liabilities and indebtedness, including without limitation, principal, interest (including, but not limited to, interest calculated at the Default Rate and post-petition interest in any proceeding under any Bankruptcy Law), Late Charges, Monthly Maintenance Fees, Unused US Term Note Commitment Fees, Prepayment Premium, and other fees, costs, expenses and other charges and other obligations arising under the Transaction Documents, of the Credit Parties to the Agent, the Holders and the Lenders or to any parent, affiliate or subsidiary of the Agent, such Holders or such Lenders of any and every kind and nature, howsoever created, arising or evidenced and howsoever owned, held or acquired, whether now or hereafter existing, whether now due or to become due, whether primary, secondary, direct, indirect, absolute, contingent or otherwise (including, without limitation, obligations of performance), whether several, joint or joint and several, and whether arising or existing under written or oral agreement or by operation of law.

“ Original Closing Date ” means January 30, 2014.

“ Original Financing Agreement ” has the meaning set forth in the Recitals.

“ Original Jurisdiction ” means, in relation to a Credit Party, the jurisdiction under whose laws that Credit Party is incorporated as of the Original Closing Date or, in the case of a New Guarantor, as of the date on which such New Guarantor becomes party to this Agreement as a New Guarantor.

“ Original Restatement Closing Date ” means August 15, 2014. “ Other Taxes ” has the meaning set forth in Section 2.6(c).

“ Outside Legal Counsel ” means counsel selected by the Borrowers from time to time.

“ Participant Register ” has the meaning set forth in Section 13.9.

“ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

“ Pension Plan ” means any Employee Benefit Plan, other than a Multiemployer Plan,

which is subject to Sections 412 and 430 of the Code or Section 302 of ERISA.

“ Permitted Dispositions ” means (i) sales of Inventory in the ordinary course of business,

(ii) disposals of obsolete, worn out or surplus equipment in the ordinary course of business,

(iii) the granting of Permitted Liens, (iv) the licensing of patents, trademarks, copyrights and other Intellectual Property Rights in the ordinary course of business consistent with past practice,

(v) [reserved], (vi) collection, sale, or disposition in the ordinary course of business of the Credit Parties of Consumer Loans that are not Current Consumer Loans and that have been settled or charged off, and (vii) reasonable expenditures of cash in the ordinary course of business or as otherwise approved by the board of directors (or similar governing body) of the applicable Credit Party.

“ Permitted Draw Date ” means any one Business Day of each calendar month during the term of this Agreement.

“ Permitted Indebtedness ” means (i) Reserved , (ii) Indebtedness of any (A) Domestic Subsidiary Credit Party (other than any US Term Note Borrower) to Elevate Credit Parent or any other Domestic Subsidiary Credit Party (other than any US Term Note Borrower) and (B) Foreign Subsidiary Credit Party (other than the UK Borrower or EF SPV) to any other Foreign Subsidiary Credit Party (other than the UK Borrower or EF SPV); provided , in each case, all such Indebtedness shall be unsecured, (iii) Reserved , (iv) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with customary deposit accounts maintained by any Credit Party as part of its ordinary cash management program, (v) performance guaranties in the ordinary course of business and consistent with historic practices of the obligations of suppliers, customers, franchisees and licensees of Elevate Credit Parent and its subsidiaries, (vi) guaranties by Elevate Credit Parent of Indebtedness of any subsidiary Credit Party or guaranties by any Domestic Subsidiary Credit Party (other than any US Term Note Borrower) of any Indebtedness of Elevate Credit Parent with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this definition, (vii) Indebtedness which is secured by Liens permitted under clause (xii) of the definition of “Permitted Liens”, (viii) Indebtedness of any subsidiary Credit Party with respect to capital leases; provided , the principal amount of such Indebtedness shall not exceed at any time $5,000,000 for such subsidiary Credit Parties, (ix) purchase money Indebtedness of any subsidiary Credit Parties; provided , (A) any such Indebtedness shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness and (B) the aggregate amount of all such Indebtedness shall not exceed at any time $2,500,000 in the aggregate for such subsidiary Credit Parties, (x) other unsecured Indebtedness of any subsidiary Credit Party, which is subordinated to the Obligations on terms acceptable to Agent in its sole discretion in an aggregate amount not to exceed at any time $25,000,000, excluding any CSO Loans, (xi) guaranties by the Credit Parties in favor of the Agent, for the benefit of the Lenders and the Holders, hereunder and under the other Transaction Documents, (xii) to the extent constituting Indebtedness, obligations of a Credit Party (other than any US Term Note Borrower) under the Bank Transaction Documents;

provided, that any such guaranty obligations shall be non-recourse to such Credit Party (but for the avoidance of doubt, any such guaranty obligations may be secured by Permitted Liens of the type described in clause (xiv) of the definition of Permitted Liens; and (xiii) guaranties by Elevate Credit Parent of the obligations of any Domestic Credit Party to a lender in respect of any CSO Loans; provided , that no Indebtedness otherwise permitted by clauses (x) or (xi) shall be assumed, created, or otherwise refinanced if an Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred or would result therefrom.

“ Permitted Liens ” means (i) Liens in favor of the Agent, for the benefit of the Lenders and the Holders, (ii) Liens for taxes if obligations with respect to such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, (iii) statutory Liens of landlords, banks (and rights of set off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to §§401 (a)(29) or 412(n) of the Code or by ERISA), in each case incurred in the ordinary course of business (A) for amounts not yet overdue, or (B) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five (5) days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts, (iv) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof, (v) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the value or use of the property to which such Lien is attached or with the ordinary conduct of the business of such Person, (vi) any interest or title of a lessor or sublessor under any lease of real estate, (vii) Liens solely on any cash earnest money deposits made by such Person in connection with any letter of intent or purchase agreement permitted hereunder, (viii) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business, (ix) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (x) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property, in each case which do not and will not interfere with or affect in any material respect the use, value or operations of any real estate assets or in the ordinary conduct of the business of such Person,

(xi) licenses of patents, trademarks and other intellectual property rights granted by such Person in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of such Person, (xii) Liens (A) which are junior in priority to those of the Agent, for the benefit of the Lenders and the Holders, pursuant to a subordination agreement acceptable to the Agent, (B) which may not be foreclosed upon without the consent of the Agent, (C) which attach only to goods and (D) which, in the aggregate, do not secure Indebtedness in excess of $1,000,000, (xiii) Liens securing Indebtedness permitted pursuant to clause (ix) of the definition

of Permitted Indebtedness; provided , any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and (xiv) Liens securing Permitted Indebtedness described in clause (xii) of the definition of Permitted Indebtedness so long as such Liens consist solely of cash collateral in an aggregate outstanding amount not to exceed the “Required Balance” or any similar defined term or concept under the Bank Transaction Documents maintained by the applicable Credit Party or Subsidiary in a deposit account maintained at the applicable Bank party to the applicable Bank Transaction Documents which holds only those funds required to satisfy such “Required Balance” or any similar defined term or concept under the applicable Bank Transaction Documents.

“ Permitted Redemption ” means the redemption of Notes permitted pursuant to Section 2.3(a).

“ Permitted Redemption Amount ” has the meaning set forth in Section 2.3(a)(i).

“ Permitted Redemption Date ” means the date on which the Borrower Representative

has elected to redeem the Notes in accordance with Section 2.3(a).

“ Permitted Redemption Notice ” has the meaning set forth in Section 2.3(a)(i).

“ Person ” means an individual, a limited liability company, a partnership, a joint venture,

a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

“ Plan ” means any Multiemployer Plan or Pension Plan.

“ Pounds Sterling ” or “ £ ” means the lawful money of the United Kingdom.

“ Prepayment Premium ” means the premium to be paid in connection with certain

prepayments of the Notes pursuant to this Agreement, including pursuant to Section 2.3(a) and Section 2.3(b), but specifically excluding any mandatory prepayment pursuant to Sections 2.3(b)(ii), 2.3(b)(v), 2.3(b)(vi) or 2.3(b)(vii) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi)).

Solely in respect of the US Term Notes, such prepayment premium shall be equal to, with respect to such prepayment to be made or made during any period set forth in the table below, the percentage set forth beside such period in such table of the aggregate principal amount of such Notes then prepaid or required to be prepaid:



Prepayment Premium Table for all US Term Notes
Period	Prepayment Premium
After February 1, 2018 through and including February 1, 2019	5.0%
After February 1, 2019 through and including February 1, 2020	3%
Thereafter	1%

Solely in respect of the UK Term Notes, such prepayment premium shall be equal to, with respect to such prepayment to be made or made during any period set forth in the table below, the percentage set forth beside such period in such table of the aggregate principal amount of such Notes then prepaid or required to be prepaid:



Prepayment Premium Table for all UK Term Notes
Period	Prepayment Premium
After February 1, 2018 through and including February 1, 2019	5.0%
After February 1, 2019 through and including February 1, 2020	3.0%
Thereafter	1.0%

Solely in respect of the Fourth Tranche US Last Out Term Notes, such prepayment premium shall be equal to the applicable percentage set forth beside the applicable period in the table below of the aggregate principal amount of such Fourth Tranche US Last Out Term Notes then prepaid or required to be prepaid:



Prepayment Premium Table for all Fourth Tranche US Last Out Term Notes
Period	Prepayment Premium
February 1, 2018 through and including February 1, 2019	10.0%
After February 1, 2019 through and including February 1, 2020	5.0%
February 1, 2020 through February 1, 2021	3.0%

“ Proceeding ” has the meaning set forth in Section 7.15.

“ Program ” means the lending program for the solicitation, marketing, and origination of Consumer Loans (or participation interests therein) pursuant to Program Guidelines.

“ Program Guidelines ” means those guidelines established by the Credit Parties for the administration of the Program, as amended, modified or supplemented from time to time by the Credit Parties with the prior written consent of the Agent.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ Public Offering ” means a public offering of Capital Stock pursuant to a registration statement filed with the Securities and Exchange Commission or any successor or similar Governmental Authority.

“ Qualified Funding Failure ” has the meaning set forth in Section 2.3(a)(iii).

“ Quoted Eurobond Listing ” means the listing of the UK Term Notes on a recognized stock exchange as defined by the Income Tax Act 2007.

“ Reduced Risk Amount ” means, as of any date of determination, an amount of Excess Cash (which shall be in increments of not less than $1,000,000) designated in writing by the Borrower Representative to the Agent from time to time, but no more frequently than once per calendar month, that has been deposited into and is thereafter maintained in a segregated Blocked Account.

“ Register ” has the meaning set forth in Section 2.8.

“ Related Parties ” of any Person means such Person’s Affiliates or any of its respective partners, directors, agents, employees and controlling persons.

“ Released Parties ” has the meaning set forth in Section 13.20. “ Releasing Parties ” has the meaning set forth in Section 13.20.

“ Relevant Jurisdiction ” means, in relation to a Credit Party, (a) its Original Jurisdiction;

(b) any jurisdiction where any asset subject to or intended to be subject to the Collateral to be created by it is situated; (c) any jurisdiction where it conducts its business; and (d) the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

“ Required Lenders ” means at any time (a) the Lenders then holding more than fifty percent (50%) of the aggregate Commitments then in effect plus the aggregate unpaid principal balance of the Notes then outstanding, or (b) if the Commitments have been terminated, the Holders of Notes then holding more than fifty percent (50%) of the aggregate unpaid principal balance of the Notes then outstanding.

“ Required US Term Note Lenders ” means at any time (a) the Lenders then holding more than fifty percent (50%) of the aggregate US Term Note Commitments then in effect plus the aggregate unpaid

principal balance of the US Term Notes then outstanding, or (b) if the US Term Note Commitments have been terminated, the Holders of US Term Notes then holding more than fifty percent (50%) of the aggregate unpaid principal balance of the US Term Notes then outstanding.

“ Requirements ” means all applicable federal, state and foreign laws and regulations related, directly or indirectly, to the following: credit (including, without limitation, Consumer Credit); servicing; disclosures, information security and privacy and regulations and industry guidance and requirements (including, but not limited to, guidance issued by the Payment Card Industry); the USA Patriot Act; the Office of Foreign Asset Controls' rules and regulations; the Interagency Guidelines; debt collection and debt collection practices laws and regulations applicable to the Credit Parties or the Program; the federal Truth in Lending Act; the federal Electronic Funds Transfer Act; the federal Equal Credit Opportunity Act; the federal Gramm- Leach-Bliley Act; the federal Fair Debt Collection Practices Act; the Bribery Act 2010; and the Data Protection Act 1998. It is hereby acknowledged and agreed by the Credit Parties that “ Requirements ” shall include, without limitation, (a) the proposed rule captioned 12 CFR Part 1041, Docket No. CFPB-2016-0025, RIN 3170-AA40 released by the Consumer Financial Protection Bureau on June 2, 2016, regardless of whether such rule shall become Law, but as such rule may be amended, supplemented or otherwise modified from time to time, and (b) any other proposed rules or guidelines presented by the Consumer Financial Protection Bureau or any other Governmental Authority from time to time relating to credit (including, without limitation, Consumer Credit); servicing; disclosures, information security and privacy and regulations and industry guidance and requirements, in each case, regardless of whether such rules or guidelines shall become Law, but as such rule and guidelines may be amended, supplemented or otherwise modified from time to time.

“ ROFR Notice ” has the meaning set forth in Section 8.19. “ Schedules ” has the meaning set forth in ARTICLE 7.

“ Second Amendment ” means that certain Second Amendment dated the Second Amendment Effective Date by and among the Credit Parties and Agent.

“ Second Amendment Effective Date ” means August 30, 2017.

“ Second Amendment Effective Date UK Exchange Rate ” means the exchange rate to convert any amount denominated in Pounds Sterling into Dollars, as in effect on the Second Amendment Effective Date, which exchange rate for the avoidance of doubt is 1.285.

“ Second Restatement Closing Date ” means June 30, 2016.

“ Securities ” means the Notes and, to the extent issued, the Conversion Shares.

“ Security Agreement ” means, individually and collectively, the US Security Agreement and the UK Security Documents.

“ Security Assignment ” means, that certain Deed of Assignment by way of Security dated on or about the Original Restatement Closing Date made between the applicable UK Credit Parties and the Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ Security Documents ” means the US Security Agreement, the UK Security Documents, the Intellectual Property Security Agreements and all other instruments, documents and agreements delivered by any of the Credit Parties, any of their respective Subsidiaries, Affiliates or any equityholder of any of the Credit Parties in order to grant to Agent, any Lender or any Holder a Lien on any real, personal or mixed Property of such Person as security for the Obligations.

“ Share Charges ” means those certain Charges Over Shares dated on or about the Original Restatement Closing Date made between the applicable UK Credit Parties and the Agent, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ State Force Majeure Event ” means any regulatory event or regulatory change in any state in which the Credit Parties originate Consumer Loans that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans in such state pursuant to the Program or another program of a type similar to the Program.

“ State Force Majeure Paydown Amount ” means, as of any date of determination, an amount designated in writing by the Borrower Representative to the Agent within ten (10) days following such date equal to the aggregate outstanding principal amount of the US Term Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans that remain outstanding on such date to borrowers residing in state(s) affected by a State Force Majeure Event (which amount with respect to each such Consumer Loan shall not exceed the outstanding principal amount of such Consumer Loan on such date) and the denominator of which shall be equal to the aggregate outstanding principal amount of the US Term Notes on such date.

“ Subsidiaries ” has the meaning set forth in Section 7.1.

“ Taking ” means any taking of any property of any Credit Party or any of their Subsidiaries or any portion thereof, in or by condemnation or other eminent domain proceedings pursuant to any law, general or special, or by reason of the temporary requisition of the use of such assets or any portion thereof, by any Governmental Authority, civil or military (i) in excess of $250,000 in the aggregate for any Fiscal Year or (ii) that results, either individually or in the aggregate, in a Material Adverse Effect.

“ Taxes ” means any and all current or future (a) foreign, federal, state or local income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, parking, unclaimed property/escheatment, natural resources, severance, stamp, occupation, occupancy, ad valorem, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax of any kind whatsoever,

(a) any liability for the payment of amounts of the type described in clause (a) hereof as a result of being at any time a transferee of, or a successor in interest to, any person, and (c) any interest, penalties or additions to tax or additional amounts (whether disputed or not) in respect of the foregoing.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Amended and Restated Financing Agreement ” has the meaning set forth in the Recitals.

“ Third Restatement Closing Date ” means February 1, 2017. “ Transaction Documents ” has the meaning set forth in Section 7.2. “ UCC ” has the meaning set forth in Section 7.13.

“ UK Borrower ” has the meaning set forth in the introductory paragraph hereto.

“ UK Credit Party ” means the UK Borrower and each other Credit Party organized under the laws of the United Kingdom.

“ UK Force Majeure Event ” means any regulatory event or regulatory change in the United Kingdom that would prohibit or make it illegal for the UK Borrower to continue to originate or collect Consumer Loans in the United Kingdom pursuant to the Program or another program of a type similar to the Program.

“ UK Force Majeure Paydown Amount ” means, as of any date of determination, an amount designated in writing by the Borrower Representative to the Agent within ten (10) days following such date equal to the aggregate outstanding principal amount of the UK Term Notes on such date.

“ UK Security Documents ” means, collectively, the Debenture, the Share Charges, the Security Assignment and the Intercompany Subordination Agreement.

“ UK Tax Deduction ” has the meaning set forth in Section 2.6(a).

“ UK Term Note Commitment ” has the meaning set forth in Section 2.1(b).

“ UK Term Note Commitment (GBP) ” has the meaning set forth in Section 2.1(b). “ UK Term Note Commitment (USD) ” has the meaning set forth in Section 2.1(b).

“ UK Term Notes ” means each UK Term Note (USD) and each UK Term Note (GBP), and shall include each such UK Term Note (USD) or UK Term Note (GBP) delivered pursuant to any provision of this Agreement and each such UK Term Note (USD) or UK Term Note (GBP) delivered in substitution or exchange for, or otherwise in respect of, any other UK Term Note pursuant to any such provision.

“ UK Term Notes (GBP) ” has the meaning set forth in Section 2.1(b).

“ UK Term Notes (USD) ” has the meaning set forth in Section 2.1(b).

“ Unused US Term Note Commitment Fee ” has the meaning set forth in Section 2.10.

“ US Credit Party ” means US Term Note Borrowers (other than EF SPV), the US Last Out Term Note Borrower and each other Credit Party organized under the laws of a State of the United States or the District of Columbia.

“ US Holder ” mean each of VPC Specialty Finance Fund I, L.P. (“ VP ”), VPC Special Opportunities Fund III Onshore, L.P. and any other US Person that is an assignee or transferee of VP or is the beneficial owner of a direct or indirect interest in any of the foregoing.

“ US Last Out Term Note Borrower ” has the meaning set forth in the introductory paragraph hereto.

“ US Last Out Term Notes ” has the meaning set forth in Section 2.1(d).

“ US Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“ US Security Agreement ” means that certain Amended and Restated Pledge and Security Agreement dated as of the Fourth Restatement Closing Date by and among Agent and the “Obligors” (as defined therein), as the same may be amended, restated, supplemented or otherwise modified from time to time.

“ US Tax Compliance Certificate ” has the meaning set forth in Section 2.6(e).

“ US Term Note Borrowers ” has the meaning set forth in the introductory paragraph

hereto.

“ US Term Note Commitment ” has the meaning set forth in Section 2.1(a).

“ US Term Notes ” has the meaning set forth in Section 2.1(a).

“ Waivable Mandatory Prepayment ” has the meaning set forth in Section 2.3(d). “ Withholding Agent ” means any Borrower, any Credit Party or the Agent.

Section 1.2 Terms Generally . The definitions of terms herein shall apply equally to

the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ”, “ includes ” and “ including ” shall be deemed to be followed by the phrase “ without limitation ”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or

modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “ herein ”, “ hereof ” and “ hereunder ”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any right or interest in or to assets and properties of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. References in this Agreement to “ determination ” by the Agent include good faith estimates by the Agent (in the case of quantitative determinations) and good faith beliefs by the Agent (in the case of qualitative determinations).

Section 1.3 Accounting and Other Terms . Unless otherwise expressly provided herein, each accounting term used herein shall have the meaning given it under GAAP applied on a basis consistent with those used in preparing the financial statements delivered to Agent pursuant to Section 8.2. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”.

Section 1.4 Borrower Representative . Each Borrower hereby designates and appoints Elevate Credit as its representative and agent on its behalf (in such capacity, the “ Borrower Representative ”) for the purposes of delivering certificates, including Compliance Certificates, giving Notices of Borrowing and other instructions with respect to the disbursement of the proceeds of the Notes, giving and receiving all other notices and consents hereunder or under any of the other Transaction Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Transaction Documents. Borrower Representative hereby accepts such appointment. Agent, each Lender and each Holder may regard any notice or other communication pursuant to any Transaction Document from Borrower Representative as a notice or communication from all Borrowers. Each warranty, covenant, agreement and undertaking made on behalf of a Borrower by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Section 1.5 Payments in Foreign Currencies . If, notwithstanding the terms of Section 2.4, the Agent receives any payment from or on behalf of any Credit Party in a currency other than the currency in which the relevant Obligation is denominated, the Agent may convert the payment (including the monetary proceeds of realization upon any Collateral) into the currency in which the relevant Obligation is payable at the exchange rate published in The Wall Street Journal (or if such reference is not available, by such other method reasonably determined by Agent) on the Business Day closest in time to the date on which such payment was due (or if either such reference is not available, by such other method reasonably determined by Agent). Any such determination or redetermination by Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Lender, any Holder or any Credit Party and no other currency conversion shall change or release any obligation of any Credit Party or of any Lender, any Holder (other than Agent) under any Transaction Document, each of which agrees to pay separately for any shortfall remaining after any

conversion and payment of the amount as converted. The relevant Obligations shall be satisfied only to the extent of the amount actually received by the Agent upon such conversion. Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

Section 1.6 Exchange Rates . Unless otherwise expressly set forth herein or therein, wherever in this Agreement or any other Transaction Document, an amount contained in a representation, warranty, covenant or Event of Default related thereto is expressed in Dollars, but a relevant currency applicable thereto is denominated in another currency, such amount will be deemed to be the Dollar Equivalent thereof; provided, that, for purposes of determining compliance with any incurrence or expenditure tests set forth herein or in any other Transaction Document or with Dollar-based basket levels appearing herein or in any other Transaction Document, any amounts so incurred, expended or utilized (to the extent incurred, expended or utilized in a currency other than Dollars) shall be deemed to be the Dollar Equivalent amount thereof as of the date of such incurrence, expenditure or utilization under any provision of any such Section or definition that has an aggregate Dollar limitation provided for therein. Unless otherwise specified herein, all determinations of Dollar Equivalents shall be determined by reference to The Wall Street Journal published on the Business Day closest in time to the relevant date of determination or for the relevant period of determination (or if such reference is not available, by such other method reasonably determined by Agent). Any such determination or redetermination by Agent shall be conclusive and binding for all purposes, absent manifest error.

Section 1.7 Judgment Currency . If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Transaction Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Credit Party in respect of any such sum due from it to Agent, any Lender or any other Holder hereunder or under the other Transaction Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by Agent of any sum adjudged to be so due in the Judgment Currency, Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due from the applicable Credit Parties in the Agreement Currency, such Credit Parties agree, as a separate obligation and not- withstanding any such judgment, to indemnify Agent or the Person to whom such obligation was owing against such loss.

ARTICLE 2

BORROWERS’ AUTHORIZATION OF ISSUE

Section 2.1 Senior Secured Term Notes; Senior Secured UK Term Notes; Senior Secured Fourth Tranche US Last Out Term Notes .

(a) Rise SPV, as “US Term Note Borrower” as defined in the Third Amended and Restated Financing Agreement previously (i) authorized and issued to the Lenders on the Original Closing Date senior secured term notes in the aggregate principal amount of the Maximum US Term Note Commitment (as defined in the Original Financing Agreement), dated the date of issue thereof, maturing on the Maturity Date (as defined in the Original Financing Agreement), bearing interest as provided in Section 2.2 below and in the form of Exhibit A to the Original Financing Agreement and Exhibit A-1 hereto (the “ Existing US Term Notes ”) and (ii) authorized the issuance to the applicable Lenders on the Third Restatement Closing Date additional senior secured term notes in an aggregate principal amount equal to the Maximum US Term Note Commitment minus the aggregate original principal amount of the Existing US Term Notes, to be dated the date of issue thereof, to mature on the Maturity Date, to bear interest as provided in Section 2.2 below and in the form of Exhibit A-1 hereto (the senior secured term notes described in the foregoing clauses (i) and (ii) collectively, the “ US Term Notes ”). EF SPV, as a US Term Note Borrower, hereby ratifies the previous authorization and issuance of the Existing US Term Notes and other US Term Notes issued prior to the date hereof, authorizes the issuance of additional US Term Notes in accordance with the terms hereof after the date hereof and agrees, together with Rise SPV as a US Term Note Borrower, to be jointly and severally liable for the US Term Notes issued prior to the date hereof and all other Obligations of the “US Term Note Borrower” as defined in the Third Amended and Restated Financing Agreement as if it were originally a party thereto. The commitment of each Lender to fund its pro rata share of draws under the US Term Notes as of the Fourth Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 1 (US Term Notes) of the Schedule of Lenders attached hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “ US Term Note Commitment ”). The US Term Note Borrowers shall repay, on a joint and several basis, the outstanding principal balance of the US Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. A portion of the Maximum US Term Note Commitment under the US Term Notes was previously advanced to certain of the US Term Note Borrowers by the Lenders under the Original Financing Agreement (as defined in the Third Amended and Restated Financing Agreement), the Original Financing Agreement or the Third Amended and Restated Financing Agreement, as applicable, as is set forth opposite such Lender’s name in column four (4) of Section 1 (US Term Notes) of the Schedule of Lenders attached hereto. Each US Term Note Borrower acknowledges and agrees that, as of the Fourth Restatement Closing Date, immediately prior to giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal balance of the US Term Notes is $240,000,000. Each US Term Note Borrower hereby (a) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent, the Holders or the Lenders with regard to its Obligations under the US Term Notes arising prior to the Fourth Restatement Closing Date and

(b) reaffirms its obligation to repay the US Term Notes in accordance with the terms and provisions of this Agreement and the other Transaction Documents. For purposes of clarification, the entire outstanding principal balance of the US Term Notes as of the Fourth Restatement Closing Date shall be deemed to constitute a portion of the outstanding principal balance of the US Term Notes from and after the Fourth Restatement Closing Date, without constituting a novation. Future draws under the US Term

Notes shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided , however , that, after giving effect to any such draw under the US Term Notes, the aggregate principal amount of all (i) US Term Notes shall not exceed the Maximum US Term Note Commitment and (ii) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15 th ) day prior to the proposed borrowing date upon which the US Term Note Borrowers desire to make a draw under the US Term Notes in an amount of $10,000,000 or less or (B) the thirtieth (30 th ) day prior to the proposed borrowing date upon which the US Term Note Borrowers desire to make a draw under the US Term Notes in an amount of greater than $10,000,000, in each case, or such earlier date as shall be agreed to by the applicable Lenders; provided , further , however , that the Borrower Representative on behalf of the US Term Note Borrowers shall be entitled to deliver only two (2) Notices of Borrowing during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify the amount of the proposed draw (which shall be in increments of not less than $100,000) under the US Term Notes and the applicable US Term Note Borrower requesting the proposed draw, (iii) shall specify the proposed borrowing date for such proposed draw, which shall be a Permitted Draw Date and (iv) shall specify wire transfer instructions in accordance with which such draw under the US Term Notes shall be funded. Upon receipt of any such Notice of Borrowing, the Agent shall promptly notify each Lender thereof and of the amount of such Lender’s pro rata share of the proposed borrowing under the US Term Notes (determined on the basis of such Lender’s US Term Note Commitment relative to the aggregate US Term Note Commitment of all Lenders) and, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender holding a US Term Note Commitment shall fund its pro rata share of the proposed borrowing under the US Term Notes to Agent no later than 12:00 p.m. (Noon) Central Time on the applicable Permitted Draw Date in immediately available funds in accordance with the wire instructions provided by Agent to such Lender and upon receipt of such funds from all applicable Lenders Agent will fund such proposed borrowing on the applicable Permitted Draw Date in immediately available funds in accordance with terms of such Notice of Borrowing; provided, that notwithstanding the foregoing to the contrary, in the event of a Defaulting US Term Note Lender with respect to a proposed borrowing under the US Term Notes, at the election of the Agent and each applicable Lender that is not a Defaulting US Term Note Lender, such Lender(s) may agree to fund such Defaulting US Term Note Lender’s pro rata share of the proposed borrowing under the US Term Notes in amounts acceptable to Agent and such Lender(s) in their sole discretion and in the event of any such funding by such Lender(s), (i) such Defaulting US Term Note Lender shall be automatically deemed to have assigned to the applicable Lender(s) funding more than their pro rata share of the proposed borrowing under the US Term Notes (and such Lender(s) funding more than their pro rata share of the proposed borrowing under the US Term Notes shall be automatically deemed to have assumed) a percentage interest in the US Term Note Commitment of such Defaulting US Term Note Lender in amounts sufficient to give effect to such non pro rata funding and such assignment shall otherwise be deemed to be made pursuant to, and in accordance with, the terms of Section 13.8 without further action or documentation by any Person and (ii) the Schedule of Lenders attached hereto shall be updated by Agent to reflect such assignments of the US Term Note Commitments.

Notwithstanding anything to the contrary herein, for purposes of clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower Representative on behalf of the US Term Note Borrowers shall not be entitled to specify more than, two (2) Permitted Draw Dates. The US Term Note Borrowers and Agent, on behalf of the applicable Lenders and Holders, hereby agree that Agent and US Term Note Borrowers may from time to time, update what portions of the aggregate principal amount of the US Term Notes then outstanding are deemed requested and/or borrowed by Rise SPV, as a US Term Note Borrower and what portions of the aggregate principal amount of the US Term Notes then outstanding are deemed requested and/or borrowed by EF SPV, as a US Term Note Borrower (but in any event any such allocation shall not affect or otherwise change the joint and several nature of the obligations of the US Term Note Borrowers hereunder).

(b) UK Term Notes . The UK Borrower previously authorized and issued to the Lenders on the Original Restatement Closing Date senior secured term notes denominated in Dollars in the aggregate principal amount of the Maximum UK Commitment, dated the date of issue thereof, maturing on the Maturity Date (as defined prior to the effectiveness of the Second Amendment), bearing interest as provided in Section 2.2 below and in the form of Exhibit A-2 to the Original Financing Agreement and Exhibit A-2 hereto. A portion of the Maximum UK Commitment under the UK Term Notes was previously advanced to the UK Borrower by the Lenders as is set forth opposite such Lender’s name in column four (4) of Section 2 (UK Term Notes) of the Schedule of Lenders attached hereto. For purposes of clarification, the entire outstanding principal balance of the Existing UK Term Notes as of the Second Amendment Effective Date were deemed to constitute a portion of the outstanding principal balance of the UK Term Notes from and after the Second Amendment Effective Date, without constituting a novation. Effective as of the Second Amendment Effective Date, (a) $15,800,000 of the outstanding principal balance of the Existing UK Term Notes (as defined in the Second Amendment) as of the Second Amendment Effective Date were converted into, and were deemed to constitute a portion of, the outstanding principal balance of the UK Term Notes (USD) denominated in Dollars from and after the Second Amendment Effective Date, which US Term Notes (USD) were dated the date of issue thereof, shall mature on the Maturity Date, shall bear interest as provided in Section 2.2 below and shall be in the form of Exhibit A-2(a) to this Agreement (the “ UK Term Notes (USD) ”), and (b) the remaining $7,000,000 of the outstanding principal balance of the Existing UK Term Notes (as defined in the Second Amendment) as of the Second Amendment Effective Date were converted into (at the Second Amendment Effective Date UK Exchange Rate), and were deemed to constitute a portion of, the outstanding principal balance of the UK Term Notes (GBP) denominated in Pounds Sterling from and after the Second Amendment Effective Date, which UK Term Notes (GBP) shall be dated the date of issue thereof, shall mature on the Maturity Date, shall bear interest as provided in Section 2.2 below and shall be in the form of Exhibit A-2(b) to this Agreement (the “ UK Term Notes (GBP) ”), in each case, without constituting a novation. The commitment of each applicable Lender to fund its pro rata share of draws under the UK Term Notes (USD) as of the Second Amendment Effective Date is set forth opposite such Lender’s name in column three (3) of Section 2(a) (UK Term Notes (USD)) of the Schedule of Lenders attached hereto (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “ UK Term Note Commitment (USD) ”) and the aggregate outstanding principal amount of UK Term Notes (USD) of each applicable Lender immediately after giving effect to the transactions contemplated by the Second Amendment on the Second Amendment

Effective Date is set forth opposite such Lender’s name in column four (4) of Section 2(a) (UK Term Notes (USD)) of the Schedule of Lenders attached hereto. The commitment of each applicable Lender to fund its pro rata share of draws under the UK Term Notes (GBP) as of the Second Amendment Effective Date is set forth opposite such Lender’s name in column three (3) of Section 2(b) (US Term Notes (GBP)) of the Schedule of Lenders attached hereto (such amount as it may be reduced or increased from time to time in accordance with this Agreement, being referred to as such Lender’s “ UK Term Note Commitment (GBP) ”) (provided, that notwithstanding the foregoing to the contrary, at Agent’s election in its sole discretion, the UK Term Note Commitments (GBP) shall be funded in Dollars instead of Pounds Sterling and the applicable UK Term Notes (GBP) issued to the applicable Lenders shall be denominated in either Dollars or Pounds Sterling as elected by the applicable Lender) and the aggregate outstanding principal amount of UK Term Notes (GBP) of each applicable Lender immediately after giving effect to the transactions contemplated by the Second Amendment on the Second Amendment Effective Date is set forth opposite such Lender’s name in column four (4) of Section 2(b) (UK Term Notes (GBP)) of the Schedule of Lenders attached hereto. To the extent necessary to give effect to the provisions of the preceding sentence, (x) each Person who is a “Lender” under and as defined in the Financing Agreement prior to giving effect to the Second Amendment (each an “ Existing Lender ”), severally and not jointly, hereby agrees by their consent to Agent’s execution of the Second Amendment on the Second Amendment Effective Date to sell and to assign to each Lender hereunder that was not a “Lender” under the Financing Agreement prior to giving effect to the Second Amendment (each, a “ New Lender ”), without recourse, representation or warranty (except as set forth below), and each New Lender, severally and not jointly, hereby purchases and assumes from the Existing Lender, effective upon Agent’s execution of the Second Amendment on the Second Amendment Effective Date on its behalf, a percentage interest in the applicable Commitments in amounts required to give effect to the pro rata shares set forth in column three (3) of Section 2 of the Schedule of Lenders attached to the Second Amendment and (y) each Person who is a “Holder” under and as defined in the Financing Agreement prior to giving effect to the Second Amendment (each an “ Existing Holder ”), severally and not jointly, hereby agrees by their consent to Agent’s execution of the Second Amendment on the Second Amendment Effective Date to sell and to assign to each Holder hereunder that was not a “Holder” under the Financing Agreement prior to giving effect to the Second Amendment (each, a “ New Holder ”), without recourse, representation or warranty (except as set forth below), and each New Holder, severally and not jointly, hereby purchases and assumes from the Existing Holder, effective upon Agent’s execution of the Second Amendment on the Second Amendment Effective Date on its behalf, a percentage interest in the applicable UK Term Notes in amounts required to give effect to the pro rata shares set forth in column four

(4) of Section 2 of the Schedule of Lenders attached to the Second Amendment. The Lenders, severally and not jointly, hereby agree by their consent to Agent’s execution of the Second Amendment on the Second Amendment Effective Date, to effect such inter-Lender transfers in accordance with column three (3) of Section 2 of the Schedule of Lenders attached to the Second Amendment. As a result of such assignments and acceptances, each Existing Lender is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable Commitments and the applicable New Lenders hereby assume such obligations, covenants and agreements from such Existing Lenders. The New Lenders and the Existing Lenders shall make all appropriate adjustments in payment

for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The Holders, severally and not jointly, hereby agree by their consent to Agent’s execution of the Second Amendment on the Second Amendment Effective Date, to effect such inter-Holder transfers in accordance with column four (4) of Section 2 of the Schedule of Lenders attached to the Second Amendment. As a result of such assignments and acceptances, each Existing Holder is absolutely released from any of such obligations, covenants and agreements, to the extent of its assigned shares of the applicable UK Term Notes and the applicable New Holders hereby assume such obligations, covenants and agreements from such Existing Holders. The New Holders and the Existing Holders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this Section 2.1(b) by the Agent or with respect to the making of this assignment directly between themselves. The UK Borrower shall repay the outstanding principal balance of the UK Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3. Future draws under the UK Term Notes (USD) and UK Term Notes (GBP) shall be disbursed as the Borrower Representative shall direct on each borrowing date, upon the submission of such evidence as the Agent shall request to verify the satisfaction of the conditions set forth in Section 5.2 below (including, without limitation, a Borrowing Base Certificate delivered in accordance with Section 5.2(g) prior to such disbursement); provided, however, that, after giving effect to any such draw under the UK Term Notes, the aggregate principal amount of all (i) UK Term Notes (USD) shall not exceed the Maximum UK Term Note Commitment (USD), (ii) UK Term Notes (GBP) shall not exceed the Maximum UK Term Note Commitment (GBP), (iii) UK Term Notes shall not exceed the Maximum UK Commitment and (iv) First Out Notes shall not exceed the Maximum First Out Note Balance. The Borrower Representative shall deliver to the Agent a Notice of Borrowing setting forth each requested draw not later than noon, Chicago time, on (A) the fifteenth (15th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof) or less or (B) the thirtieth (30th) day prior to the proposed borrowing date upon which the UK Borrower desires to make a draw under the UK Term Notes in an amount of greater than $10,000,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof), in each case, or such earlier date as shall be agreed to by the applicable Lenders; provided, further, however, that the Borrower Representative on behalf of the UK Borrower shall be entitled to deliver only two (2) Notices of Borrowing during each calendar month. Each Notice of Borrowing required hereunder (i) shall be irrevocable, (ii) shall specify whether the proposed draw shall be under the UK Term Notes (USD) or the UK Term Notes (GBP), (iii) the amount of the proposed draw (which shall be in increments of not less than $100,000 (or in the case of a requested draw denominated in Pounds Sterling, the Dollar Equivalent thereof)), (iv) shall specify the proposed borrowing date for such proposed draw, which shall be a Permitted Draw Date and (v) shall specify wire transfer instructions in accordance with which such draw under the applicable UK Term Notes shall be funded. Upon receipt of any such Notice of Borrowing, the Agent shall promptly notify each applicable Lender thereof and of the amount of such Lender’s pro rata share of the proposed borrowing under the UK Term Notes (determined on the basis of such Lender’s UK Term Note Commitment (USD) relative to the aggregate UK Term Note Commitment (USD) of all Lenders or such Lender’s UK Term Note Commitment (GBP) relative to the aggregate UK Term Note Commitment (GBP) of all Lenders, as the case may be) and, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender holding a UK Term Note Commitment (USD) or UK Term Note Commitment (GBP), as applicable, shall fund its pro rata share of the proposed borrowing under the applicable UK Term Notes on the applicable Permitted Draw Date in immediately available funds in accordance with the terms of

such Notice of Borrowing. Notwithstanding anything to the contrary herein, for purposes of clarification, it is hereby agreed that during each calendar month there shall be only, and the Borrower Representative on behalf of the UK Borrower shall not be entitled to specify more than, two (2) Permitted Draw Dates.

In consideration for each applicable Lender’s commitment to fund its pro rata share of future draws under (a) the UK Term Notes (USD) in accordance with the terms of this Agreement, UK Borrower shall issue to each applicable Lender on the Second Amendment Effective Date, a UK Term Note (USD) in substantially the form attached hereto as Exhibit A-2(a), in the aggregate principal amount of such Lender’s UK Term Loan Commitment (USD) and (b) the UK Term Notes (GBP) in accordance with the terms of this Agreement, UK Borrower shall issue to each applicable Lender on the Second Amendment Effective Date, a UK Term Note (GBP) in substantially the form attached hereto as Exhibit A-2(b).

Notwithstanding anything in the Financing Agreement to the contrary, from and after the Second Amendment Effective Date, upon the mutual agreement of Agent and Borrower Representative in writing (which may be in the form of an e-mail), (i) all or any portion of the outstanding principal amount under any UK Term Notes (USD) may be converted into (at the Current UK Exchange Rate), and shall thereafter be deemed to constitute a portion of, the outstanding principal balance of the UK Term Notes (GBP) and (ii) all or any portion of the outstanding principal amount under any UK Term Notes (GBP) may be converted into (at the Current UK Exchange Rate), and shall thereafter be deemed to constitute a portion of, the outstanding principal balance of the UK Term Notes (USD) and, in each case, the UK Borrower shall promptly issue to the applicable Lenders replacement UK Term Notes (USD) and/or UK Term Notes (GBP) reflecting any such conversion. For the avoidance of doubt and for purposes of clarification, the Maximum UK Commitment hereunder in respect of the UK Term Notes and the Current UK Interest Rate applicable to the UK Term Notes would be the same with or without the guarantees provided by the other Borrowers and other Credit Parties in respect of the UK Term Notes pursuant to this Agreement and the other Transaction Documents. The UK Borrower acknowledges and agrees that, as of the Fourth Restatement Closing Date, immediately prior to giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal balance of the UK Term Notes (USD) is $26,781,600.00 and the aggregate outstanding principal balance of the UK Term Notes (GBP) is £9,747,470.82.

(d) Fourth Tranche US Last Out Term Notes . The US Last Out Term Note Borrower previously authorized and issued to the Lenders on the Second Restatement Closing Date senior secured last out term notes in the aggregate principal amount of the Maximum Fourth Tranche US Last Out Term Note Commitment, dated the date of issue thereof, maturing on the Maturity Date, bearing interest as provided in Section 2.2 below and in the form of Exhibit A-4 to the Second Amended and Restated Financing Agreement and Exhibit A-4 hereto (the “ Fourth Tranche US Last Out Term Notes ” or “ US Last Out Term Notes ”). The commitment of each Lender to fund its pro rata share of the single draw under the Fourth Tranche US Last Out Term Notes on the Fourth Restatement Closing Date is set forth opposite such Lender’s name in column three (3) of Section 3 (Fourth Tranche US Last Out Term Notes) of the Schedule of Lenders attached hereto (such amount being referred to herein as such Lender’s “ Fourth Tranche US Last Out Term Note Commitment ”). The US Last Out Term Note Borrower shall repay the outstanding principal balance of the Fourth Tranche US Last Out Term Notes in full in cash on the Maturity Date, unless accelerated in accordance with Section 10.2 or redeemed or prepaid in accordance with Section 2.3; provided, that notwithstanding the foregoing to the contrary, the US Last Out Term Note Borrower may request, and the Agent and the Holders of the Fourth Tranche US Last

Out Term Notes may agree (in their sole discretion), to permit the US Last Out Term Note Borrower to repay the outstanding principal balance of the Fourth Tranche US Last Out Term Notes in cash on an amortizing basis commencing on the Maturity Date on terms to be agreed. The entire Maximum Fourth Tranche US Last Out Term Note Commitment under the Fourth Tranche US Last Out Term Notes was previously advanced to the US Last Out Term Note Borrower by the Lenders and the aggregate outstanding principal amount of all Fourth Tranche US Last Out Term Notes as of the Fourth Restatement Closing Date is allocated as set forth opposite each applicable Lender’s name in column four (4) of Section 4 (Fourth Tranche US Last Out Term Notes) of the Schedule of Lenders attached hereto. The US Last Out Term Note Borrower acknowledges and agrees that, as of the Fourth Restatement Closing Date, immediately prior to giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal balance of the Fourth Tranche US Last Out Term Notes is $35,050,000. The US Last Out Term Note Borrower hereby (a) represents, warrants, agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent, the Holders or the Lenders with regard to its Obligations under the Fourth Tranche US Last Out Term Notes arising prior to the Fourth Restatement Closing Date and (b) reaffirms its obligation to repay the Fourth Tranche US Last Out Term Notes in accordance with the terms and provisions of this Agreement and the other Transaction Documents. For purposes of clarification, the entire outstanding principal balance of the Fourth Tranche US Last Out Term Notes as of the Fourth Restatement Closing Date shall be deemed to constitute a portion of the outstanding principal balance of the Fourth Tranche US Last Out Term Notes from and after the Fourth Restatement Closing Date, without constituting a novation.

(e) [Reserved] .

(f) Relative Priorities . Each of the US Term Notes and the UK Term Notes shall be pari passu (and, for purposes of clarification, senior to the Fourth Tranche US Last Out Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise. Each of the Fourth Tranche US Last Out Term Notes shall be pari passu (and, for purposes of clarification, junior to the US Term Notes and the UK Term Notes) in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise. To the extent the Last Out Notes have a Maturity Date prior to that of the US Term Notes and the applicable Credit Parties are required to pay the outstanding principal amount of such Notes on or after the applicable Maturity Date, the payment of the outstanding principal amount of such Notes (or the payment of the next scheduled principal payment in respect of such Notes, as the case maybe) shall be subordinated to the payment in full of the outstanding principal amount of the First Out Notes to the extent such principal payment of the Last Out Notes on such Maturity Date would reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur and shall not be permitted to be paid so long as such Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) exists (it being agreed and understood that any such payment not permitted to be paid by operation of the foregoing shall subsequently be permitted to be paid if the payment thereof would not reasonably be expected to cause an Event of Default (or an event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) to occur). For the avoidance of doubt, the priorities specified in this Section 2.1(f) shall be applicable to all voluntary and mandatory principal prepayments of the Notes.

Section 2.2 Interest . The Borrowers shall pay interest on the unpaid principal amount of the

Notes, in each case, at the rates, time and manner set forth below:

(a) Rate of Interest. Each US Term Note shall bear interest on the unpaid principal amount thereof from the date issued through the date such US Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current US Term Note Interest Rate. Each UK Term Note shall bear interest on the unpaid principal amount thereof from the date issued through the date such UK Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current UK Interest Rate. Each Fourth Tranche US Last Out Term Note shall bear interest on the unpaid principal amount thereof from the date issued through the date such Fourth Tranche US Last Out Term Note is paid in full in cash (whether upon final maturity, by redemption, prepayment, acceleration or otherwise) at the Current Fourth Tranche US Last Out Term Note Interest Rate. Interest on each Note shall be computed on the basis of a 360-day year and actual days elapsed and, subject to Section 2.2(b), shall be payable monthly, in arrears, on the third (3 rd ) Business Day following the last day of each calendar month during the period beginning on the date such Note is issued (the “ Issuance Date ”) and ending on, and including, the date on which the Obligations under such Note are paid in full (each, an “ Interest Date ”).

(b) Interest Payments. Interest on each Note shall be payable on each Interest Date or at any such other time the Notes become due and payable (whether by acceleration, redemption or otherwise) by the applicable Borrower to the Agent, for the account of the record holder of such Note, on the applicable Interest Date. Each Interest Date shall be considered the last day of an accrual period for U.S. federal income tax purposes. Each applicable Borrower hereby agrees that all accrued and unpaid interest due and owing under the Third Amended and Restated Financing Agreement as of the Fourth Restatement Closing Date shall be deemed accrued and continued and shall be paid in cash by such Borrower to the Agent, for the account of the record holder of the applicable Notes, on the first Interest Date following the Fourth Restatement Closing Date.

(c) Default Rate. Upon the occurrence of any Event of Default, the Notes shall bear interest (including post-petition interest in any proceeding under any Bankruptcy Law) on the unpaid principal amount thereof at the Default Rate from the date of such Event of Default through and including the date such Event of Default is waived. In the event that such Event of Default is subsequently waived, the adjustment referred to in the preceding sentence shall cease to be effective as of the date of such waiver; provided that interest as calculated and unpaid at the Default Rate during the continuance of such Event of Default shall continue to be due to the extent relating to the days after the occurrence of such Event of Default through and including the date on which such Event of Default is waived. All such interest shall be payable on demand of the Agent.

(d) Savings Clause. In no contingency or event shall the interest rate charged pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that the Lenders or Holders have received interest hereunder in excess of the highest applicable rate, the amount of such excess interest shall be applied against the principal amount of the Notes then outstanding to the extent permitted by applicable law, and any excess interest remaining after such application shall be refunded promptly to the applicable Borrower.

Section 2.3 Redemptions and Payments .

(a) Permitted Redemption .

(i) The Borrowers may, at their option, elect to pay to the Agent, on behalf of the Holders, the Permitted Redemption Amount (as defined below), on the Permitted Redemption Date, by redeeming the aggregate unpaid principal amount of all Notes, in whole (and not in part), whereupon the Commitments of each Lender shall automatically and permanently be terminated (the “ Permitted Redemption ”). On or prior to the date which is the thirtieth (30 ^th ) calendar day (or, solely with respect to any Permitted Redemption of US Term Notes, the ninetieth (90 ^th ) calendar day) prior to the proposed Permitted Redemption Date, the Borrower Representative shall deliver written notice (the “ Permitted Redemption Notice ”) to the Agent stating (i) that the Borrowers elect to redeem pursuant to the Permitted Redemption and (ii) the proposed Permitted Redemption Date. The “ Permitted Redemption Amount ” shall be equal to (A) the aggregate unpaid outstanding principal amount of all Notes, (B) all accrued and unpaid interest with respect to such principal amount and all accrued and unpaid fees, (C) all accrued and unpaid Late Charges with respect to such Permitted Redemption Amount, (D) the Prepayment Premium and (E) all other amounts due under the Transaction Documents. The Credit Parties acknowledge and agree that the Prepayment Premium represents bargained for consideration in exchange for the right and privilege to redeem the Notes.

(ii) A Permitted Redemption Notice delivered pursuant to this subsection shall be irrevocable. If the Borrower Representative, on behalf of the Borrowers, elects to redeem the Notes pursuant to a Permitted Redemption under Section 2.3(a), then the Permitted Redemption Amount which is to be paid to the Agent, on behalf of the Holders, on the Permitted Redemption Date shall be redeemed by the Borrowers on the Permitted Redemption Date, and the Borrowers shall pay to the Agent, on behalf of the Holders, on the Permitted Redemption Date, by wire transfer of immediately available funds, an amount in cash equal to the Permitted Redemption Amount. Such Permitted Redemption Amount shall be applied, first , on a pro rata basis with respect to the outstanding US Term Notes and UK Term Notes, and second , to the outstanding Fourth Tranche US Last Out Term Notes.


(iii)	Notwithstanding the foregoing and anything to the contrary herein,

(A) if a Federal or Multi-State Force Majeure Event or UK Force Majeure Event shall have occurred or (B) if the Lenders shall fail to fund more than one additional draw under the Notes requested by the Borrower Representative, on behalf of the Borrowers, after the Fourth Restatement Closing Date in accordance with Section 2.1 and provided that all conditions of such funding set forth in Section 5.2 shall have been satisfied at the time thereof (a “ Qualified Funding Failure ”), then the Borrower Representative, on behalf of the Borrowers, shall have the right, exercisable upon at least sixty (60) calendar days’ prior written notice to the Agent, to consummate a Permitted Redemption ( provided , that in the case of the foregoing clause (B), such Permitted Redemption shall apply solely to the applicable tranche of Notes (i.e., US Term Notes, UK Term Notes or Fourth Tranche US Last Out Term Notes) for which such Qualified Funding Failure occurred) at a price equal to the Permitted Redemption Amount excluding the Prepayment Premium, which Permitted Redemption shall otherwise be made in accordance with the provisions of Section 2.3(a)(i) hereof; provided , that such right to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount excluding the Prepayment Premium shall expire (x) in the case of the foregoing clause (A), upon the cessation of such Federal or Multi-State Force Majeure Event or UK Force Majeure Event or (y) in the case of the foregoing clause

(B), upon written notice from the Agent to the Borrower Representative, given no later than ten (10) calendar days after the Agent’s receipt of the Borrower Representative’s notice of redemption under the foregoing Section 2.3(a)(iii)(B) stating that the Lenders are thereafter willing and able to fund additional draws under the Notes of the applicable tranche requested by the Borrower Representative, on behalf of the Borrowers, in accordance with Section 2.1 and provided that all conditions of such fundings set forth in Section 5.2 shall have been satisfied at the time thereof. For purposes of clarification, prior to the expiration of the ten (10) calendar day (or longer, as the case may be) notice of purchase pursuant to the foregoing Section 2.3(a)(iii)(B), the Agent may deliver notice to the Borrower Representative that the Lenders are willing and able to fund such draws under the Notes and provided that all conditions of such fundings set forth in Section 5.2 shall have been satisfied at the time thereof, whereupon such right to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount excluding the Prepayment Premium shall automatically terminate, but the Borrower Representative, on behalf of the Borrowers, shall at all times thereafter retain the right to consummate a Permitted Redemption at a price equal to the Permitted Redemption Amount including the Prepayment Premium (if applicable), which Permitted Redemption shall otherwise be made in accordance with the provisions of Section 2.3(a)(i) hereof. The provisions of this Section 2.3(a)(iii) set forth the exclusive rights and remedies of the Credit Parties to seek or obtain damages or any other remedy or relief from the Agent or any Lender with respect to any Qualified Funding Failure.

(b) Mandatory Prepayments .

(i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.

(ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided , so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrowers shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof.

(iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than a Subsidiary of Elevate Credit Parent) to, or the issuance to any Person (other than a Credit Party or a Subsidiary of a Credit Party) of any Equity Interests of any Credit Party or any of their Subsidiaries, including, without limitation, in connection with a Public Offering, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds, but subject to the provisions of Section 2.3(d).

(iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any

net cash proceeds from the incurrence of any Indebtedness of any Credit Party or any of their Subsidiaries (other than with respect to Permitted Indebtedness), the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.

(v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts.

(vi) If at any time the then outstanding principal balance of (A) the US Term Notes shall exceed the Maximum US Term Note Commitment, (B) the UK Term Notes shall exceed the Maximum UK Commitment, (C) the UK Term Notes (USD) shall exceed the Maximum UK Term Notes Commitment (USD), (D) the UK Term Notes (GBP) shall exceed the Maximum UK Term Notes Commitment (GBP), or (E) the First Out Notes shall exceed the Maximum First Out Note Balance, then in each case the applicable Borrower or Borrowers shall immediately prepay the applicable Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess.

(vii) Concurrently with any prepayment of the applicable Notes pursuant to this Section 2.3(b), the Borrower Representative, on behalf of the Borrowers, shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the applicable Borrower(s) shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower Representative, on behalf of the Borrowers, shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

(d) Waiver of Mandatory Prepayments. Anything contained in Section 2.3(b) to the contrary notwithstanding, in the event the Borrowers are required to make any mandatory prepayment (a “ Waivable Mandatory Prepayment ”) of the Notes, not less than three (3) Business Days prior to the date (the “ Required Prepayment Date ”) on which the Borrowers are required to make such Waivable Mandatory Prepayment, the Borrower Representative, on behalf of the Borrowers, shall notify the Agent of the amount of such prepayment, and the Agent shall promptly thereafter notify each Holder holding an outstanding Note of the amount of such Holder’s pro rata share of such Waivable Mandatory Prepayment and such Holder’s option to refuse such amount. Each such Holder may exercise such option by giving written notice to the Borrower Representative and the Agent of its election to do so on or before the first Business Day prior to the Required Prepayment Date (it being understood that any Holder which does not notify the Borrower Representative and the Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such date, not to exercise such option). On the Required Prepayment Date, the Borrower Representative shall pay to the Agent the amount of the Waivable Mandatory Prepayment, which amount shall be applied in an amount equal to that portion of the Waivable Mandatory Prepayment payable to

those Holders that have elected not to exercise such option, to prepay the Notes of such Holders.

(e) Application of Mandatory Prepayments; Prepayment Premium. All mandatory prepayments made pursuant to Section 2.3(b) and not waived pursuant to Section 2.3(d) shall be made to the Agent, for the account of the Holders, and shall be applied, first , on a pro rata basis with respect to the outstanding US Term Notes and UK Term Notes (or in such other manner in respect of the outstanding US Term Notes and UK Term Notes as shall be determined by the Agent with the consent of the Required US Term Note Lenders (which consent may be in the form of an email to Agent)), and second , to the outstanding Fourth Tranche US Last Out Term Notes; provided, that notwithstanding the foregoing to the contrary, any mandatory prepayment made pursuant to Section 2.3(b)(iii) with the net cash proceeds from a Public Offering shall solely be applied to the outstanding UK Term Notes and Fourth Tranche US Last Out Term Notes in the manner directed by Borrower Representative (or, in the absence of such direction, first to the outstanding UK Term Notes and second, to the outstanding Fourth Tranche US Last Out Term Notes) (for the avoidance of doubt, net cash proceeds from a Public Offering required to be applied as mandatory prepayment pursuant to Section 2.3(b)(iii) shall not be applied to the US Term Notes). Concurrently with each mandatory prepayment made pursuant to (i) Section 2.3(b) (other than in accordance with Section 2.3(b)(vi)), the US Term Note Commitment (in the case of a mandatory prepayment applied to the US Term Notes), the UK Term Note Commitment (in the case of a mandatory prepayment applied to the UK Term Notes) and the Fourth Tranche US Last Out Term Note Commitment (in the case of a mandatory prepayment applied to the Fourth Tranche US Last Out Term Notes), as applicable, of each Lender shall, at the election of Agent to be given to Borrower Representative within five (5) Business Days after receipt of such mandatory prepayment (or automatically upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d)), permanently be reduced by the amount of such prepayment and (ii) Section 2.3(b) (other than in accordance with Sections 2.3(b)(ii), 2.3(b)(v), 2.3(b)(vi) or 2.3(b)(vii) (solely to the extent such excess required to be applied as a prepayment relates to a prepayment under Sections 2.3(b)(ii), 2.3(b)(v) or 2.3(b)(vi))), the Borrowers shall also pay to the Agent, for the ratable benefit of the applicable Holders, the Prepayment Premium in respect of the Notes repaid or redeemed in connection with such mandatory prepayment.

Section 2.4 Payments . Whenever any payment of cash is to be made by any Credit Party to any Person pursuant to this Agreement, the Notes or other Transaction Document, such payment shall be made in lawful money of the United States of America (provided, that payments of cash made in respect of the UK Term Notes (GBP) shall be made in lawful money of the United Kingdom) by a check drawn on the account or accounts of such Credit Party and sent via overnight courier service to such Person at such address as previously provided to the Borrower Representative in writing (which address, in the case of each of the Lenders, shall initially be as set forth on the Schedule of Lenders attached hereto); provided that (i) the Agent, any Holder or any Lender may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Borrower Representative with prior written notice setting out such request and the Agent’s, such Holder’s or such Lender’s wire transfer instructions and (ii) Credit Parties may elect to make a payment of cash via wire transfer of immediately available funds in accordance with wire transfer instructions provided by the Agent, each Holder and each Lender upon request therefor. Whenever any amount expressed to be due by the terms of this Agreement or any Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any Interest Date which is not the date on which the applicable Note is paid in full in cash, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. Any amount due under the Transaction Documents (other than principal and interest, if the same are already accruing interest at the Default

Rate), which is not paid when due shall result in a late charge being incurred and payable by the Borrowers in an amount equal to accrued interest at the Default Rate from the date such amount was due until the same is paid in full in cash (“ Late Charge ”). Such Late Charge shall continue to accrue post- petition in any proceeding under any Bankruptcy Law.

Section 2.5 Dispute Resolution . Except as otherwise provided herein, in the case of a dispute as to the determination of any amounts due and owing pursuant to a redemption under Section 2.3 or otherwise or any other similar or related amount, the Borrower Representative, on behalf of the Borrowers, shall submit the disputed determinations or arithmetic calculations via facsimile within three (3) Business Days of receipt, or deemed receipt, of the applicable notice of dispute to the Agent. If the Agent and the Borrower Representative are unable to agree upon such determination or calculation within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Agent, then the Borrower Representative shall, within three (3) Business Days submit via facsimile the disputed determinations or arithmetic calculations to an independent outside national accounting firm specified by Agent. The Borrower Representative, at the Borrowers’ expense, shall cause the accountant to perform the determinations or calculations and notify the Agent of the results no later than five (5) Business Days from the time it receives the disputed determinations or calculations. Such accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

Section 2.6 Taxes .

(a) Notwithstanding anything to the contrary in this Agreement or any other Transaction Document:

(i) all payments made by or on behalf of the Credit Parties under this Agreement or any other Transaction Document shall be made by such parties without any withholding or deduction for or on account of any Taxes imposed by the United Kingdom (“ UK Tax Deduction ”), unless such UK Tax Deduction is required by law;

(ii) if a UK Tax Deduction is required by law:

A. the applicable Credit Party shall promptly upon becoming aware that it must make a UK Tax Deduction (or that there is any change in the rate or the basis of the UK Tax Deduction) notify the Agent, Holder or Lender accordingly;

B. the amount of the payment due from such Credit Party shall be increased to an amount which (after making any UK Tax Deduction) leaves an amount equal to the payment which would have been due if no UK Tax Deduction had been required;

C. such Credit Party shall make such UK Tax Deduction and any payment required in connection with such UK Tax Deduction within the time allowed and in the minimum amount required by law; and

D. within thirty (30) days of making either a UK Tax Deduction or any payment required in connection with such UK Tax Deduction, such Credit Party shall deliver to the Agent, Holder or Lender evidence reasonably satisfactory to the Agent, Holder or Lender, as applicable, that such UK Tax Deduction has been made or (as

applicable) any appropriate payment has been paid to the relevant taxing authority.

(b) Without prejudice to Section 2.6(a), any and all payments by or on behalf of the Credit Parties hereunder and under any other Transaction Document shall be made free and clear of and without deduction or withholding for any and all current or future Taxes, levies, imposts, deductions or charges unless required by law. If any Non-Excluded Taxes are required by law to be deducted or withheld from or in respect of any payment or sum payable hereunder or under any Transaction Document by any Withholding Agent to the Agent, any Holder or any Lender, (x) the applicable Withholding Agent shall make such deductions and withholdings within the time allowed and in the minimum amount required by law, (y) the sum payable by the applicable Credit Party shall be increased by the amount (an “ Additional Amount ”) necessary so that, after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.6(b)) the Agent, such Holder or such Lender, as applicable, shall receive an amount equal to the sum it would have received had no such deductions or withholdings been made and (z) the Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and shall promptly provide to the Agent, Holder or Lender, as applicable, an evidence of such payment to the relevant Governmental Authority (in a form reasonably satisfactory to the Agent, Holder or Lender, as applicable).

(c) The Borrowers will pay to the relevant Governmental Authority in accordance with applicable law any current or future stamp, stamp duty, registration, court, documentary, intangible, recording, filing or similar Taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under any Transaction Document, or from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement or any Transaction Document that are or would be applicable to the Holders, the Agent, or a Lender (“ Other Taxes ”).

(d) The Credit Parties agree to indemnify the Agent, each Holder, each Lender and their respective Affiliates for the full amount of Non-Excluded Taxes and Other Taxes paid by the Agent, such Holder, such Lender or such Affiliates and any liability (including penalties, interest and expenses (including reasonable attorney’s and other advisors’ fees and expenses)) arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared by the Agent, such Holder, such Lender or such Affiliate, absent manifest error, shall be final conclusive and binding for all purposes. Such indemnification shall be made within thirty (30) days after the date the Agent, such Holder, such Lender or such Affiliate makes written demand therefor. Agent, a Lender, a Holder or any of their respective Affiliates shall notify the Borrower Representative in writing of the receipt by such Person of any written notice from any taxing authority demanding, or threatening to demand, any Tax indemnifiable by the Borrowers under this Section 2.6(d), within a reasonable period of time after receipt of such notice.

(e) On the Original Closing Date, and subsequently on or prior to the date on which a Lender or Holder becomes a Lender or Holder under this Agreement with respect to the applicable Borrower(s) (and from time to time thereafter upon the reasonable request of the applicable Borrower(s) or the Agent), each applicable Lender and Holder shall deliver to the Borrower Representative a completed and signed IRS Form W-8 or IRS Form W-9 (or any successor form), as applicable. In the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the

Code, (x) a certificate substantially in the form of Exhibit I to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the applicable Borrower(s) within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “ US Tax Compliance Certificate ”).

(f) Survival . Notwithstanding anything to the contrary herein, each party’s obligations under this Section 2.6 and Section 13.12 shall survive the resignation, removal or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender or Holder, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Transaction Document.

Section 2.7 Reissuance.

(a) Transfer. If any Note is to be transferred, the Holder thereof shall surrender such Note to the Borrower Representative, whereupon the applicable Borrower will forthwith issue and deliver upon the order of such Holder a new Note (in accordance with this Section 2.7), registered as such Holder may request (provided that electronic registration is acceptable), representing the outstanding principal being transferred by such Holder and, if less than the entire outstanding principal amount is being transferred, a new Note (in accordance with this Section 2.7) to such Holder representing the outstanding principal not being transferred.

(b) Lost, Stolen or Mutilated Note. Upon receipt by the Borrower Representative of evidence reasonably satisfactory to the Borrower Representative of the loss, theft, destruction or mutilation of any Note and (i) in the case of loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to the Borrower Representative ( provided , however , that if the Holder is an institutional investor, the affidavit of an authorized partner or officer of such Holder setting forth the circumstances with respect to such loss, theft or destruction shall be accepted as satisfactory evidence thereof and no indemnity agreement or other security shall be required), and (ii) in the case of mutilation, upon surrender and cancellation of the mutilated Note, the applicable Borrower shall execute and deliver to such Holder a new Note (in accordance with this Section 2.7) representing the outstanding principal.

(c) Note Exchangeable for Different Denominations. The Notes are exchangeable, upon the surrender thereof by the Holder at the principal office of the applicable Borrower, for a new Note or Notes (in accordance with this Section 2.7) of like tenor in principal amounts of at least $100,000 representing in the aggregate the outstanding principal of the surrendered Note, and each such new Note will represent such portion of such outstanding principal as is designated by such Holder or such Lender at the time of such surrender.

(d) Issuance of New Notes. Whenever a Borrower is required to issue a new Note pursuant to the terms of this Agreement or the Notes, such new Note (i) shall be of like tenor with the Note being replaced, (ii) shall represent, as indicated on the face of such new Note, the applicable Commitment thereunder then in effect (or, in the case of a new Note being issued pursuant to paragraph (a) or (b) of this Section 2.7, the applicable Commitment designated by the Holder which, when added to the applicable Commitment represented by the other new Notes issued in connection with such issuance, equals the aggregate applicable Commitment under the Note being replaced immediately prior to such issuance of new Notes), (iii) shall have an Issuance Date, as indicated on the face of such new Note, which is the same as the Issuance Date of the Note being replaced, (iv) shall have the same rights

and conditions as the Note being replaced, and (v) shall represent accrued interest on the principal, Prepayment Premium, and Late Charges of the Note being replaced from such Issuance Date.

Section 2.8 Register . The Borrower Representative, on behalf of the Borrowers, shall maintain at its principal executive office (or such other office or agency of the Borrower Representative as it may designate by notice to each holder of Securities), a register for the Notes in which the Borrower Representative shall record the name and address of the Person in whose name the Notes have been issued (including the name and address of each transferee) and the principal amount (and stated interest) of Notes held by such Person (the “ Register ”). The Borrower Representative shall keep the Register open and available at all times during normal business hours for inspection of any Holder, any Lender or their respective representatives. The Register may be maintained in electronic format.

Section 2.9 Maintenance of Register . Notwithstanding anything to the contrary contained herein, the Notes and this Agreement are registered obligations and the right, title, and interest of each Holder, each Lender and their assignees in and to such Notes (or any rights under this Agreement) shall be transferable only upon notation of such transfer in the Register. The Notes shall only evidence a Holder’s, a Lender’s or their assignee’s right, title and interest in and to the related Notes, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 2.9 shall be construed so that the Notes are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder.

Section 2.10 Monthly Maintenance Fee; Unused US Term Note Commitment Fee . Commencing August 1, 2016, the Borrowers hereby agree to pay to Agent in arrears on the last Business Day of each calendar month, a monthly maintenance fee in the amount of $5,000 (which amount shall be increased to $15,000 commencing with the monthly maintenance fee payment required to be made on the last Business Day of the calendar month in which the Third Restatement Closing Date occurs) (collectively, the “ Monthly Maintenance Fees ”). The Borrowers agree that the Monthly Maintenance Fees shall be fully-earned when paid and shall not be refundable in whole or in part under any circumstances. Commencing on the Third Restatement Closing Date, the Borrowers hereby agree to pay to Agent, for the ratable benefit of the Lenders with Increased US Term Note Commitments, in arrears on the third (3 rd ) Business Day following the last day of each calendar month and on the Maturity Date, an unused commitment fee (the “ Unused US Term Note Commitment Fee ”) in respect of the applicable Lenders’ Increased US Term Note Commitments in an amount equal to one percent (1.0%) per annum (calculated on the basis of a 360-day year and actual days elapsed) of the lesser of (a) the difference between (i) the Increased Maximum US Term Note Commitment (as it may be reduced from time to time in accordance with the terms of this Agreement) and (ii) the average daily balances of the aggregate US Term Notes funded under the Increased US Term Note Commitments and outstanding during the period for which such unused commitment fee is due and (b) $100,000,000.

Section 2.11 [Reserved] .

Section 2.12 Increase in Maximum Commitment . The Borrower Representative shall have the right exercisable on any date during the term of this Agreement if (x) the US Term Notes have not been repaid in full and (y) the Borrowers are in compliance with all of the covenants and other obligations under this Agreement and the other Transaction Documents and no Event of Default has occurred and is continuing, in each case, on any such date, to request that the Lenders agree to increase the Maximum US Term Note Commitment to an amount designated by the Borrower Representative up to $600,000,000, and Agent shall have the exclusive right in its sole and absolute discretion to determine whether to permit

such increase to the Maximum US Term Note Commitment (any such increase under this Section 2.12 being referred to as a “ Commitment Increase ”). Any such Commitment Increase shall be subject to the following additional terms and conditions:

(a) The amount of any Commitment Increase shall be in a minimum amount of $5,000,000 and in an integral multiple of $5,000,000 in excess thereof.

(b) No proposed Commitment Increase shall occur unless each of the following requirements and conditions in respect thereof shall have been satisfied:

(i) The Agent shall have received from the Borrower Representative an irrevocable written notice (a “ Commitment Increase Notice ”), dated not earlier than ninety (90) days before the proposed Commitment Increase Effective Date therefor and not later than thirty (30) days (or such shorter period agreed to by the Agent) before such proposed Commitment Increase Effective Date, that specifies (A) the aggregate amount of the proposed Commitment Increase and (B) the date (the “ Commitment Increase Effective Date ”) on which the proposed Commitment Increase shall become effective. The Agent shall have fifteen (15) days from the date of the Agent’s receipt of a Commitment Increase Notice to agree to the Commitment Increase described therein (and in the event the Agent shall fail to respond to such Commitment Increase Notice within such fifteen (15) day period or shall fail to fund any Commitment Increase on the applicable Commitment Increase Effective Date (provided that all conditions of such Commitment Increase set forth in this Section 2.12 shall have been satisfied at the time thereof), then the Agent shall be deemed to have rejected such Commitment Increase); and

(ii) On and as of the Commitment Increase Effective Date of the proposed Commitment Increase the following statements shall be true (and the giving of the applicable Commitment Increase Notice shall constitute a representation and warranty by the Borrowers that on such Commitment Increase Effective Date such statements are true):

A. The representations and warranties contained in ARTICLE

7 are true and correct in all material respects (without duplication of any materiality qualifiers contained therein) on and as of such Commitment Increase Effective Date before and after giving effect to the proposed Commitment Increase, as though made on and as of such date (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as of such specific date);

B. Immediately after giving pro forma effect to such Commitment Increase, the Credit Parties are in pro forma compliance with the covenants set forth in Section 8.1 ; and

C. Immediately before and immediately after giving pro forma effect to such Commitment Increase, no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing.

(c) Promptly following its receipt of a Commitment Increase Notice in proper form, the Agent shall deliver copies thereof to each Lender that the Agent in its sole and absolute discretion shall desire be afforded an opportunity to participate in such Commitment Increase. If, and only if, the Agent shall have agreed to permit such Commitment Increase and all of the terms, conditions and requirements specified in this Section 2.12 are satisfied in respect of any proposed Commitment Increase on and as of the proposed Commitment Increase Effective Date thereof, then, as of such Commitment Increase Effective Date and from and after such date, (i) the Commitments of each Lender as shall have been designated by the Agent and as shall have been accepted by such Lender shall be increased in an amount determined by the Agent, in its sole and absolute discretion, (ii) references herein to the amounts of each Lender’s respective Commitments shall refer to the respective amounts after giving effect to such Commitment Increase and (iii) the Schedule of Lenders attached hereto shall be updated to reflect the respective updated Commitments of the Lenders after giving effect to such Commitment Increase.

ARTICLE 3

FOURTH RESTATEMENT CLOSING

Section 3.1 Fourth Restatement Closing . In consideration for each applicable Lender’s commitment to fund its pro rata share of draws under the US Term Notes (as defined in the Second Amended and Restated Financing Agreement) in accordance with the terms of the Second Amended and Restated Financing Agreement (which commitment remains in effect hereunder without constituting a novation), certain US Term Note Borrowers previously issued and sold to such Lender a US Term Note in the aggregate principal amount of the US Term Note Commitment (as defined in the Third Amended and Restated Financing Agreement) of such Lender. In consideration for each applicable Lender’s commitment to fund its pro rata share of draws under the US Term Notes in accordance with the terms hereof, the US Term Note Borrowers shall (a) issue and sell to each Lender on the Fourth Restatement Closing Date, and each applicable Lender severally, but not jointly, agrees to purchase from the US Term Note Borrowers on the Fourth Restatement Closing Date, a new or replacement US Term Note in the aggregate principal amount of the US Term Note Commitment of such Lender and (b) in the case of a Lender with an existing US Term Note Commitment, reaffirm their joint and several obligations under the US Term Notes in the aggregate principal amount of the US Term Note Commitment of such Lender previously issued and sold to such Lender. In consideration for each applicable Lender’s commitment to fund its pro rata share of draws under the UK Term Notes in accordance with the terms of the Second Amended and Restated Financing Agreement (which commitment remains in effect hereunder without constituting a novation), the UK Term Note Borrower previously issued and sold to such Lender a UK Term Note in the aggregate principal amount of the UK Term Note Commitment of such Lender. In consideration for each applicable Lender’s commitment to purchase its pro rata share of the Fourth Tranche US Last Out Term Notes, the US Last Out Term Note Borrower previously issued and sold to such Lender a Fourth Tranche US Last Out Term Note in the aggregate principal amount of the Fourth Tranche US Last Out Term Note Commitment of such Lender. The closing (the “ Fourth Restatement Closing ”) of the transactions contemplated by this Agreement and the issuance of the additional US Term Notes by the US Term Note Borrowers shall occur at the offices of Katten Muchin Rosenman LLP,

525 West Monroe Street, Suite 1900, Chicago, Illinois 60661. The date and time of the Fourth Restatement Closing (the “ Fourth Restatement Closing Date ”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Fourth Restatement Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower Representative and each Lender). On the Fourth Restatement Closing Date, the Borrowers shall deliver to each applicable Lender the US Term Note (in the denominations as such Lender shall have requested prior to the Fourth Restatement Closing) which such Lender is then purchasing, duly executed on behalf of the US Term Note Borrowers and registered in the name of such Lender or its designee.

ARTICLE 4

INTENTIONALLY OMITTED ARTICLE 5

CONDITIONS TO FOURTH RESTATEMENT CLOSING AND EACH LENDER’S OBLIGATION TO PURCHASE

Section 5.1 Fourth Restatement Closing . The obligation of the Agent and the Lenders to close the transactions contemplated by this Agreement is subject to the satisfaction, at or before the Fourth Restatement Closing Date, of each of the following conditions:

(a) (i) Reserved ;

(ii) the US Term Note Borrowers shall have executed and delivered to each applicable Lender the US Term Notes (in such denominations as such Lender shall have requested prior to the Fourth Restatement Closing) being issued to such Lender at the Fourth Restatement Closing pursuant to this Agreement; and

(iii) the Credit Parties shall have executed and delivered to the Agent each of the other Transaction Documents to which it is a party.

(b) The Borrowers shall have executed and delivered, or caused to be delivered, to the Agent evidence satisfactory to the Agent that the Borrowers shall pay to the Agent on the Fourth Restatement Closing Date all fees and other amounts due and owing thereon under this Agreement and the other Transaction Documents.

(d) The Credit Parties shall have executed and/or delivered, or caused to be delivered, to the Agent, without duplication, the deliveries set forth in the Index of Fourth Restatement Closing Documents attached hereto as Exhibit H .

(e) Each Credit Party shall have executed and delivered, or caused to be delivered, to

the Agent:

(i) a certificate evidencing its organization, formation, or incorporation (as applicable) and good standing in its jurisdiction of organization issued by the Secretary of State of such jurisdiction, as of a date reasonably proximate to the Fourth Restatement Closing Date;

(ii) a certificate evidencing its qualification as a foreign corporation, limited liability company or other entity (as applicable) and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Person is qualified to conduct business and failure to so qualify would cause a Material Adverse Effect, as of a date reasonably proximate to Fourth Restatement Closing Date;

(iii) a certificate as to the fact that no action has been taken with respect to any merger, consolidation, liquidation or dissolution of such Person, or with respect to the sale of substantially all of its assets, nor is any such action pending or contemplated; and

(iv) a certificate, executed by the secretary (or other authorized officer) of such Person and dated the Fourth Restatement Closing Date, as to (A) the resolutions consistent with Section 7.2 as adopted by such Person’s board of directors (or similar governing body) in a form reasonably acceptable to the Agent, (B) such Person’s certificate of incorporation (or similar document), each as in effect at the Fourth Restatement Closing, (C) such Person’s bylaws (or similar document), each as in effect at the Fourth Restatement Closing, and (D) no action having been taken by such Person or its stockholders, members, directors or officers (as applicable) in contemplation of any amendments to items (A), (B), or (C) listed in this Section 5.1(e)(iv), as certified in the form attached hereto as Exhibit C .

(f) The Borrowers shall have obtained and delivered to Agent:

(i) the opinions of Outside Legal Counsel, dated the Fourth Restatement Closing Date;

(ii) all governmental, regulatory and third party consents, approvals and notifications, if any, necessary for the closing of the transactions contemplated by this Agreement and the issuance of the Securities to be issued at the Fourth Restatement Closing;

(iii) if requested by the Agent, updated Lien searches in the jurisdictions of organization of each Credit Party, the jurisdiction of the chief executive offices of each Credit Party and each jurisdiction where a filing would need to be made in order to perfect the Agent’s and Holders’ security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens;

(iv) such information in form, scope and substance reasonably satisfactory to the Agent regarding environmental matters relating to all real property owned, leased, operated or used by the Credit Parties as of the Fourth Restatement Closing Date;

(v) a certificate from the chief financial officer of the Borrowers (or other authorized executive officer performing a similar function) in form and substance satisfactory to the Agent, supporting the conclusions that, after giving effect to the transactions contemplated

by the Transaction Documents, the Credit Parties taken as a whole are not Insolvent; and

(vi) if requested by the Agent, updated certificates from the Borrowers’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to this Agreement is in full force and effect, together with endorsements naming the Agent, for the benefit of the Holders, as additional insured and lender’s loss payee thereunder, as applicable.

(g) Each Credit Party shall have authorized the filing of UCC financing statements for each appropriate jurisdiction as is necessary, in the Agent’s sole discretion, to perfect the Agent’s security interest in the Collateral and, if applicable, the filing of the Intellectual Property Security Agreements in the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable.

(h) The Borrowers shall have caused to be executed and delivered, to the Agent such landlord waivers, collateral access agreements or other similar documents as the Agent may reasonably request.

(i) The representations and warranties of the Credit Parties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of the date when made and as of the Fourth Restatement Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such specific date), and the Credit Parties shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Credit Parties at or prior to the Fourth Restatement Closing Date. The Agent shall have received a certificate, executed by the chief executive officer of the Borrower Representative (or other authorized executive officer performing a similar function), dated the Fourth Restatement Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Agent, in the form attached hereto as Exhibit D .

(j) No Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing or would result from the closing of the transactions contemplated by this Agreement or issuance of the Securities to be issued at the Fourth Restatement Closing.

(k) The Credit Parties shall have paid or reimbursed the Agent and the Lenders for all costs and expenses required to be paid or reimbursed by them on the Fourth Restatement Closing Date in accordance with Section 8.22 hereof.

Section 5.2 Subsequent Draws . The obligation of each Lender hereunder to fund any draw under the Notes subsequent to the Fourth Restatement Closing Date is subject to the satisfaction, at the funding date thereof, of each of the following conditions:

(a) Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fourth Restatement Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of

any materiality qualifiers) as of such earlier date).

(b) No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default shall have occurred and be continuing or would result after giving effect to such draw.

(c) After giving effect to such draw or issuance, as applicable, (i) the aggregate outstanding principal amount of the First Out Notes would not exceed the Maximum First Out Note Balance, (ii) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Commitment, (iii) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Commitment, (iv) with respect to a draw under the UK Term Notes (USD), the aggregate outstanding principal amount of the UK Term Notes (USD) would not exceed the Maximum UK Term Notes Commitment (USD), (v) with respect to a draw under the UK Term Notes (GBP), the aggregate outstanding principal amount of the UK Term Notes (GBP) would not exceed the Maximum UK Term Notes Commitment (GBP), and (vi) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment.

(d) The funding date shall be a Permitted Draw Date.

(e) After giving effect to such draw, the Debt-to-Equity Ratio of each Borrower (other than EF SPV) shall not be more than 9-to-1.

(f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders and Holders for all costs and expenses required to be paid or reimbursed by them on the Permitted Draw Date in accordance with Section 8.22 hereof.

(g) Except in connection with a draw under the Fourth Tranche US Last Out Term Notes, the Credit Parties shall have delivered a Borrowing Base Certificate, certified on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), setting forth the Borrowing Base of the Borrowers as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the funding date.

The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any additional draw under the Notes made after the Fourth Restatement Closing Date shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrowers that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of the Lenders and the Holders, pursuant to the Transaction Documents.

ARTICLE 6 RESERVED ARTICLE 7

CREDIT PARTIES’ REPRESENTATIONS AND WARRANTIES

As an inducement to the Agent and the Lenders to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Credit Parties jointly and severally represents and warrants to each of the Agent and the Lenders that each and all of the following representations and warranties (as supplemented by the disclosure schedules delivered to the Agent and the Lenders contemporaneously with the execution and delivery of this Agreement (the “ Schedules ”)) are true and correct as of the Fourth Restatement Closing Date. The Schedules shall be arranged by the Borrowers in paragraphs corresponding to the sections and subsections contained in this ARTICLE 7.

Section 7.1 Organization and Qualification . Each Credit Party and each of its respective Subsidiaries (which, for purposes of this Agreement, means any entity in which any Credit Party, directly or indirectly, owns at least 50% of the Capital Stock or other Equity Interests or a subsidiary undertaking within the meaning of Section 1162 of the Companies Act 2006) (“ Subsidiaries ”) are entities duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction in which they are formed or incorporated, and have the requisite corporate or limited liability company power and authorization, as applicable, to own their properties, carry on their business as now being conducted, enter into the Transaction Documents to which they are party and carry out the transactions contemplated thereby. Each Credit Party and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have, either individually or in the aggregate, a Material Adverse Effect. Except as set forth on Schedule 7.1 , (i) no Credit Party has any Subsidiaries and (ii) all Capital Stock or other equity or similar interests of the Subsidiaries is directly or indirectly owned by a Credit Party, as set forth therein. In respect of each UK Credit Party, and for the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings, its centre of main interest (as that term is used in Article 3(1) of such regulation) is situated in England and Wales and it has no “establishment” (as that term is used in Article 2(h) of such regulation) in any other jurisdiction.

Section 7.2 Authorization; Enforcement; Validity . Each of the Credit Parties has the requisite power and authority to enter into and perform its obligations under this Agreement, the Notes, the Security Agreement, each of the other Security Documents, the Intercompany Subordination Agreement and each of the other agreements, documents and certificates entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “ Transaction Documents ”) and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of the Transaction Documents by the Credit Parties have been duly authorized by each of the Credit Parties’ respective board of directors (or other governing body) and the consummation by the Credit Parties of the transactions contemplated hereby and thereby, including, without limitation, the issuance of the Securities by the Borrowers have been duly authorized by the respective Credit Party’s board of directors (or other governing body), and (other than filings with “Blue Sky” authorities as required therein) no further filing, consent, or authorization is required by any Credit Party, its board of directors (or other governing body) or its stockholders or any parties in a similar capacity. This Agreement and the other Transaction Documents have been duly executed and delivered by each of the Credit Parties thereto, and constitute the legal, valid and binding obligations of each of the Credit Parties party thereto, enforceable against each of such Credit Parties in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Section 7.3 Issuance of Securities . The Securities are duly authorized and, upon issuance in accordance with the terms hereof, shall be validly issued and free from all Taxes, liens and charges with respect to the issue thereof.

Section 7.4 No Conflicts . Neither the execution, delivery and performance of the Transaction Documents by the Credit Parties party thereto, nor the consummation by the Credit Parties of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities) will (i) result in a violation of any Credit Party’s or any Subsidiary’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing or constitutional documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party or any of their Subsidiaries; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Consumer Loan Agreement or any other agreement, indenture or instrument to which any Credit Party or any of their Subsidiaries is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party or any of their Subsidiaries; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, (A) any Environmental Laws, (B) any Requirements or (C) any federal or state securities laws).

Section 7.5 Consents . Except as set forth on Schedule 7.5 , no Credit Party is required to obtain any consent, authorization, approval, order, license, franchise, permit, certificate or accreditation of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or authority or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case in accordance with the terms hereof or thereof (other than filings required by the Security Documents). All consents, authorizations, approvals, orders, licenses, franchises, permits, certificates or accreditations of, filings and registrations set forth on Schedule 7.5 have been obtained or effected on or prior to the Fourth Restatement Closing Date.

Section 7.6 Subsidiary Rights . Each Credit Party has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital and other equity securities of its Subsidiaries as owned by any Credit Party.

Section 7.7 Equity Capitalization . As of the Fourth Restatement Closing Date, the authorized Capital Stock and the issued and outstanding Equity Interests of each Credit Party and each Subsidiary of each Credit Party is as set forth on Schedule 7.7 . All of such outstanding shares of Capital Stock or other Equity Interests of the Credit Parties and their Subsidiaries have been duly authorized, validly issued and are fully paid and nonassessable and are owned by the Persons and in the amounts set forth on Schedule 7.7 . Except as set forth on Schedule 7.7 :

(i) none of any Credit Party or any Subsidiary’s Capital Stock or other Equity Interest in any other Credit Party or such Subsidiary is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by such Credit Party or such Subsidiary;

(ii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any Capital Stock or other Equity Interests in any Credit Party or any of their

Subsidiaries, or contracts, commitments, understandings or arrangements by which any Credit Party or any of their Subsidiaries is or may become bound to issue additional Capital Stock or other Equity Interests in such Credit Party or such Subsidiary or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any Capital Stock or other Equity Interests in any Credit Party or any of their Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of any Credit Party or any of their Subsidiaries or by which any Credit Party or any of their Subsidiaries is or may become bound other than Permitted Indebtedness; (iv) there are no financing statements securing obligations in any material amounts, either singly or in the aggregate, filed in connection with any Credit Party or any of their Subsidiaries; (v) there are no agreements or arrangements under which any Credit Party or any of their Subsidiaries is obligated to register the sale of any of its securities under the 1933 Act; (vi) there are no outstanding securities or instruments of any Credit Party or any of their Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which any Credit Party or any of their Subsidiaries is or may become bound to redeem a security of any Credit Party or any of their Subsidiaries; (vii) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the closing of the transactions contemplated by this Agreement or the issuance of the Securities; (viii) none of any Credit Party or any of their Subsidiaries has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement and (ix) none of any Credit Party or any of their Subsidiaries has any liabilities or obligations required to be disclosed in its financial statements (including the footnotes thereto) that are not so disclosed. Prior to the Fourth Restatement Closing, the Borrowers have provided to the Lenders true, correct and complete copies of (i) each Credit Party’s and each of their Subsidiary’s certificate of incorporation, certificate of formation (or other applicable governing or constitutional document), as amended and as in effect on the Fourth Restatement Closing Date, and (ii) each Credit Party’s and each of their Subsidiary’s bylaws or limited liability company agreement (or other applicable governing or constitutional document), as applicable, as amended and as in effect on the Fourth Restatement Closing Date. Schedule 7.7 identifies all outstanding securities convertible into, or exercisable or exchangeable for, shares of Capital Stock or other Equity Interests in any Credit Party or any of their Subsidiaries and the material rights of the holders thereof in respect thereto.

Section 7.8 Indebtedness and Other Contracts . Except as disclosed on Schedule 7.8 , none of any Credit Party or any of their Subsidiaries (i) has any outstanding Indebtedness other than Permitted Indebtedness, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, or (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness or any contract, agreement or instrument entered into in connection therewith that could reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

Section 7.9 Off Balance Sheet Arrangements . There is no transaction, arrangement, or other relationship between any Credit Party or any of their Subsidiaries and an unconsolidated or other off balance sheet entity that would be reasonably likely to have, either individually or in the aggregate, a Material Adverse Effect.

Section 7.10 Ranking of Notes . Subject to the relative priorities of the Notes set forth in this Agreement, no Indebtedness of any of the Credit Parties or any of their Subsidiaries will rank senior to

or pari passu with the Notes in right of payment or collectability, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise.

Section 7.11 Title . Each of the Credit Parties and each of their Subsidiaries has (i) good and marketable title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) adequate rights in (in the case of licensed interests in Intellectual Property Rights and Intellectual Property Rights that are not wholly owned by a Credit Party or a Subsidiary), and (iv) good and marketable title to (in the case of all other personal property) all of its real property and other properties and assets owned by it which are material to the business of such Credit Party or such Subsidiary, in each case free and clear of all liens, encumbrances and defects, other than Permitted Liens. Any real property and facilities held under lease by any Credit Party or any of their Subsidiaries are held by it under valid and enforceable leases.

Section 7.12 Intellectual Property Rights . Each of the Credit Parties and each of their Subsidiaries owns or possesses adequate rights to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, trade secrets and other intellectual property rights (“ Intellectual Property Rights ”) that are necessary and material to conduct its respective business and no Credit Party or Subsidiary has previously granted any Lien on any such Intellectual Property Rights other than Permitted Liens. Except as described on Schedule 7.12 , no registered Intellectual Property Rights that are owned by a Credit Party or a Subsidiary have expired or terminated, or are expected to expire or terminate within five (5) years from the Fourth Restatement Closing Date. Except as described on Schedule 7.12 , (i) none of any Credit Party or any of their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other violation by any Credit Party or any of their Subsidiaries of Intellectual Property Rights owned by other Persons; (ii) none of any Credit Party or any of their Subsidiaries has any knowledge of any infringement, misappropriation, dilution or other violation by any other Persons of the Intellectual Property Rights owned by any Credit Party or any of their Subsidiaries; (iii) there is no claim, action or proceeding pending before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority or, to the knowledge of each of the Credit Parties, threatened in writing, against any Credit Party or any of their Subsidiaries contesting or challenging the validity, scope or enforceability of, or a Credit Party’s or Subsidiary’s ownership of or right to use, its owned Intellectual Property Rights or the Intellectual Property Rights it licenses from other Persons; and (iv) none of any Credit Party or any of their Subsidiaries is aware of any facts or circumstances which reasonably could be expected to give rise to any of the foregoing infringements or claims, actions or proceedings. Each of the Credit Parties and their Subsidiaries has taken and is taking commercially reasonable security measures to maintain and protect the secrecy, confidentiality and value of the trade secrets and other confidential information it owns.

Section 7.13 Creation, Perfection, and Priority of Liens .

(a) The Security Documents (other than the UK Security Documents) are effective to create in favor of the Agent, for the benefit of the Holders and the Lenders, a legal, valid, binding, and (upon the filing of the appropriate UCC financing statements and Intellectual Property Security Agreements, the transfer of possession of original certificated securities together with appropriate transfer instruments and the delivery of deposit account control agreements) enforceable perfected first priority (subject to Permitted Liens) security interest and Lien in the Collateral described therein as security for the Obligations to the extent that a legal, valid, binding, and enforceable security interest and Lien in

such Collateral may be created under applicable law including without limitation, the uniform commercial code as in effect in any applicable jurisdiction (“ UCC ”) and any other applicable governmental agencies.

(b) The obligations expressed to be assumed by each UK Credit Party in each UK Security Document to which it is a party are legal, valid, binding and enforceable obligations subject to (i) the Legal Reservations and (ii) registration under the Companies Act 2006.

Section 7.14 Absence of Certain Changes; Insolvency .

(a) Since December 31, 2015 (the “ Diligence Date ”), there has been no material adverse change in the business, assets, properties, operations, condition (financial or otherwise), results of operations or prospects of any Credit Party or any of the Credit Parties’ Subsidiaries. Since the Diligence Date, neither any Credit Party nor any of their Subsidiaries has (i) declared or paid any dividends or (ii) sold any assets (other than the sale of Inventory in the ordinary course of business). Neither any Credit Party nor any of their Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor do any Credit Party or any of their Subsidiaries have any knowledge that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Neither any Credit Party nor any of their Subsidiaries intends to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). None of the UK Credit Parties, the US Credit Parties or the Credit Parties and their Subsidiaries taken as a whole are, as of the Fourth Restatement Closing Date, or after giving effect to the transactions contemplated hereby to occur at the Fourth Restatement Closing, will be, Insolvent. Without limitation of the foregoing, no corporate action, legal proceeding or other procedure or step in respect of any Insolvency Proceeding or expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction over any asset or assets of a Credit Party has been taken or, to the knowledge of Holdings, threatened in relation to Elevate Credit Parent or any of its Subsidiaries.

Section 7.15 Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, Governmental Authority (including, without limitation, the SEC, self-regulatory organization or other governmental body) (in each case, a “ Proceeding ”) pending or, to the knowledge of any Credit Party, threatened in writing against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors which (i) could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, (ii) if adversely determined, could reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, or (iii) questions the validity of this Agreement, any of the other Transaction Documents or any of the transactions contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto.

Section 7.16 No Undisclosed Events, Liabilities, Developments or Circumstances . No event, liability, development or circumstance has occurred or exists, or is contemplated to occur or may occur with respect to any Credit Party or any of the Credit Parties’ Subsidiaries or their respective business, properties, prospects, operations or financial condition, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Section 7.17 No Disagreements with Accountants and Lawyers . There are no disagreements of any kind presently existing, or reasonably anticipated by any Credit Party or any of their Subsidiaries

to arise, between any Credit Party or any of their Subsidiaries and the accountants and lawyers formerly or presently employed by Credit Parties and their Subsidiaries which would reasonably be expected to affect the ability of the Credit Parties to perform any of their obligations under any of the Transaction Documents.

Section 7.18 No General Solicitation; Placement Agent’s Fees . None of the Borrowers, any of their Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. No Credit Party has engaged any placement agent or other agent in connection with the closing of the transactions contemplated by this Agreement or the issuance of the Securities.

Section 7.19 Reserved .

Section 7.20 Tax Status . Each Credit Party and their Subsidiaries (i) have made or filed all foreign, federal, state and local income Tax Returns and all other material Tax Returns, reports and declarations required by any jurisdiction to which they are subject and all such Tax Returns were correct and complete in all respects and were prepared in substantial compliance with all applicable laws and regulations, (ii) have paid all Taxes and other governmental assessments and charges due and owing (whether or not shown on any Tax Return), and (iii) have set aside on their books adequate reserves in accordance with GAAP for the payment of all Taxes due and owing by any Credit Party or its respective Subsidiaries. There are no unpaid Taxes in any material amount claimed to be delinquent by the taxing authority of any jurisdiction (other than those being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and subject to adequate reserves taken by Credit Parties or such Subsidiaries as shall be required in conformity with GAAP), and the officers of each of the Credit Parties and their Subsidiaries know of no basis for any such claim. No claim has ever been made by an authority in a jurisdiction where any Credit Party or any of its Subsidiaries does not file Tax Returns that any Credit Party or any of its Subsidiaries is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Credit Parties or any of their respective Subsidiaries.

Section 7.21 Transfer Taxes . On the Fourth Restatement Closing Date, all transfer or Other Taxes (other than income or similar taxes) which are required to be paid in connection with the issuance of the Securities to each Lender hereunder will be, or will have been, fully paid or provided for by the Credit Parties, and all laws imposing such Taxes will be or will have been complied with. Without limitation of the foregoing, it is not necessary under the laws of each Relevant Jurisdiction of the Credit Parties that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents except:

(a) registration of particulars of the UK Security Documents at the Companies Registration Office in England and Wales under section 859A of the Companies Act 2006 and payment of associated fees; and

(b) registration of particulars of the relevant UK Security Documents at the Trade Marks Registry at the Patent Office in England and Wales any payment of associated fees;

each of which registration will be made and paid promptly after the date of the relevant Transaction

Document.

Section 7.22 Conduct of Business; Compliance with Laws; Regulatory Permits . Neither any Credit Party nor any of their Subsidiaries is in violation of any term of or in default under its certificate or articles of incorporation or bylaws or other governing documents. Neither any Credit Party nor any of their Subsidiaries is in violation of any judgment, decree or order or any law, rule, regulation, statute or ordinance applicable to any Credit Party or any of their Subsidiaries (including, without limitation, all Environmental Laws and the Requirements). As of the Fourth Restatement Closing Date and the date of each Subsequent Draw, all Consumer Loan Agreements, Bank Transaction Documents and related Consumer Loans (or participation interests therein) originated or purchased on or after the Fourth Restatement Closing Date have been originated by the applicable Bank or a Credit Party or Subsidiary of a Credit Party and in the case of Bank originations, have been purchased by the Credit Parties or their Subsidiaries, in each case, in compliance with applicable law and the Program Guidelines and are being serviced by the applicable Credit Parties or Subsidiaries in compliance with applicable law and the Program Guidelines except to the extent that any such noncompliance would not reasonably be expected to have, either individually or in the aggregate, in a Material Adverse Effect. Schedule 7.22 (as such Schedule shall be updated from time to time by the Credit Parties by written notice to Agent) sets forth all United States federal and state and applicable foreign regulatory licenses, material consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations and permits and all other appropriate regulatory authorities necessary to conduct the respective businesses of the Credit Parties and their Subsidiaries, and except as set forth on Schedule 7.22 (as such Schedule shall be updated from time to time by the Credit Parties by written notice to Agent), all of such United States federal and state and applicable foreign regulatory licenses, material consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations and permits and other appropriate regulatory authorities are valid and in effect and no Credit Party nor any of their Subsidiaries has received any notice of proceedings or entered into formal or informal discussions relating to the revocation or modification of any such United States federal and state and applicable foreign regulatory licenses, consents, authorizations, approvals, orders, licenses, franchises, permits, certificates, accreditations or permits. To the knowledge of each of the Credit Parties, it is not necessary under the laws of its Relevant Jurisdictions:

(a) in order to enable the Agent, any Lender or any Holder to enforce their respective rights under any Transaction Document; or

(b) by reason of the execution of any Transaction Document or the performance by it of its obligations under any Transaction Document,

that the Agent, any Lender or any Holder be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

None of the Agent, any Lender or any Holder is or will be deemed to be resident, domiciled or carrying on business in its Relevant Jurisdictions solely by reason of the execution, performance and/or enforcement of any Transaction Document.

Section 7.23 Foreign Corrupt Practices . Neither any Credit Party nor any of their Subsidiaries, nor any director, officer, agent, employee or other Person acting on behalf of any Credit Party or any of their Subsidiaries has, in the course of its actions for, or on behalf of, any Credit Party or any of their

Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the Bribery Act 2010, in each case, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Section 7.24 Reserved .

Section 7.25 Environmental Laws . Each Credit Party and their Subsidiaries (a) (i) is in compliance with any and all Environmental Laws, (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (iii) is in compliance with all terms and conditions of any such permit, license or approval, and (iv) has no outstanding Liability under any Environmental Laws and are not aware of any facts that could reasonably result in Liability under any Environmental Laws, in each of the foregoing clauses of this clause (a), except to the extent, either individually or in the aggregate, a Material Adverse Effect could not reasonably be expected to occur, and (b) have provided Agent and Lenders with copies of all environmental reports, assessments and other documents in any way related to any actual or potential Liability under any Environmental Laws.

Section 7.26 Margin Stock . Neither any Credit Party nor any of their Subsidiaries is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds from any Securities will be used (a) to directly purchase or carry any margin stock, (b) to the knowledge of the Credit Parties, without inquiry, to extend credit to others for the purpose of purchasing or carrying any margin stock, or (c) for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

Section 7.27 ERISA; Pension Schemes . Except as set forth on Schedule 7.27 , neither any Credit Party nor any ERISA Affiliate (a) maintains or has maintained any Pension Plan, (b) contributes or has contributed to any Multiemployer Plan or (c) provides or has provided post- retirement medical or insurance benefits with respect to employees or former employees (other than benefits required under Section 601 of ERISA, Section 4980B of the Code or applicable federal, state or foreign law). Except as set forth on Schedule 7.27 , neither any Credit Party nor any ERISA Affiliate has received any notice or has any knowledge to the effect that it is not in material compliance with any of the requirements of ERISA, the Code or applicable federal, state or foreign law with respect to any Employee Benefit Plan. No ERISA Event exists. Each Employee Benefit Plan which is intended to qualify under the Code has received a favorable determination letter (or opinion letter in the case of a prototype Employee Benefit Plan) to the effect that such Employee Benefit Plan is so qualified and to Credit Parties’ knowledge, there exists no reasonable basis for the revocation of such determination or opinion letter. Neither any Credit Party nor any ERISA Affiliate has (i) any unpaid minimum required contributions under any Plan, whether or not waived, (ii) any liability under Section 4201 or 4243 of ERISA for any withdrawal, or partial withdrawal, from any Multiemployer Plan, (iii) a Pension Plan that is “at risk” within the meaning of Section 430 of the Code, (iv) received notice from any Multiemployer Plan that it is either in endangered or critical status within the meaning of Section 432 of the Code or (v) any material liability or knowledge of any facts or circumstances which reasonably might be expected to result in any material liability to the PBGC, the Internal Revenue Service, the Department of Labor or any participant in connection with

any Employee Benefit Plan (other than routine claims for benefits under the Employee Benefit Plan). In respect of each UK Credit Party, (a) neither it nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and (b) neither it nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

Section 7.28 Investment Company . Neither any Credit Party nor any of their Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

Section 7.29 U.S. Real Property Holding Corporation . Neither any Credit Party nor any of their Subsidiaries is, nor has it ever been, a U.S. real property holding corporation within the meaning of Section 897 of the Code, as amended, and the Credit Parties will so certify upon the request of Agent.

Section 7.30 Internal Accounting and Disclosure Controls . The Credit Parties and their Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. During the twelve (12) months immediately prior to the Fourth Restatement Closing Date, neither any Credit Party nor any of their Subsidiaries has received any written notice or correspondence from any accountant relating to any potential material weakness in any part of the system of internal accounting controls of any Credit Party or any of their Subsidiaries.

Section 7.31 Accounting Reference Date . The Accounting Reference Date of Holdings and each of its Subsidiaries is December 31.

Section 7.32 Transactions With Affiliates . Except (i) as set forth on Schedule 7.32 and (ii) for transactions that have been entered into on terms no less favorable to the Credit Parties and their Subsidiaries than those that might be obtained at the time from a Person who is not an officer, director or employee, none of the officers, directors or employees of any Credit Party or any of their Subsidiaries is presently a party to any transaction with any Credit Party or any of their Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Credit Parties, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

Section 7.33 Acknowledgment Regarding Holders’ Purchase of Securities . Each of the Credit Parties acknowledges and agrees that each Holder is acting solely in the capacity of an arm’s length lender with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Holder is (i) an officer or director of any Credit Party or any of

their Subsidiaries, or (ii) an Affiliate of any Credit Party or any of their Subsidiaries. Each of the Credit Parties further acknowledges that no Holder is acting as a financial advisor or fiduciary of any Credit Party or any of their Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Holder or any of their representatives or agents, including, without limitation, the Agent, in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Holder’s receipt of the Securities. Each of the Credit Parties further represents to each Holder that each Credit Party’s decision to enter into the Transaction Documents to which it is a party have been based solely on the independent evaluation by such Person and its respective representatives.

Section 7.34 Reserved .

Section 7.35 Insurance . Credit Parties and their Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Credit Parties and their Subsidiaries are engaged. Neither any Credit Party nor any of their Subsidiaries believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

Section 7.36 Full Disclosure . None of the representations or warranties made by any Credit Party or any of their Subsidiaries in the Transaction Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Transaction Documents, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered.

Section 7.37 Employee Relations . Neither any Credit Party nor any of their Subsidiaries is a party to any collective bargaining agreement or employs any member of a union in such person’s capacity as a union member or to perform union labor work. Each of the Credit Parties believes that its relations with its employees are good. As of the Fourth Restatement Closing Date, no executive officer of any Credit Party or any of their Subsidiaries has notified such Credit Party or such Subsidiary that such officer intends to leave such Credit Party or such Subsidiary or otherwise terminate such officer’s employment with such Credit Party or such Subsidiary. As of the Fourth Restatement Closing Date, no executive officer of any Credit Party or any of their Subsidiaries, to the knowledge of the Credit Parties, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant. Each Credit Party and their Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 7.38 Certain Other Representations and Warranties . Each Consumer Loan Agreement is a valid and subsisting agreement and is in full force and effect in accordance with the terms thereof, no default or event of default exists under any such Consumer Loan Agreement and no party to any such Consumer Loan Agreement has any accrued right to terminate any such Consumer Loan Agreement on account of a default by any Person or otherwise, except in each case, where the same would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of Bank Transaction Documents complies in all material respects with all applicable laws, rules, regulations, orders, judgments and decrees (including, without limitation, all Environmental Laws and the Requirements). Each Bank Transaction Document is a valid and enforceable agreement and is in full force and effect in accordance with the terms thereof and is currently being serviced in accordance with the Program Guidelines and the applicable Requirements and no party to any such Bank Transaction Document (other than a Credit Party) has any accrued right to terminate any such Bank Transaction Document on account of a default by any Person or otherwise, except in each case, where the same would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Section 7.39 Patriot Act . To the extent applicable, the Credit Parties and their Subsidiaries are in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, and (ii) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

Section 7.40 Material Contracts . Schedule 7.40 contains a true, correct and complete list of all the Material Contracts (other than those of the type described in clause (a) of the definition thereof) of the Credit Parties and their Subsidiaries (which Schedule shall be updated by the Credit Parties by written notice to Agent promptly following the execution of any such additional Material Contract following the Fourth Restatement Closing Date), and all such Material Contracts are in full force and effect and, to Credit Parties’ knowledge, no defaults currently exist thereunder.

ARTICLE 8 COVENANTS

Section 8.1 Financial Covenants . The Credit Parties shall, and shall cause their

Subsidiaries to, comply with the following financial covenants:

(a) Loan to Value Ratio . The Credit Parties shall not permit the Loan to Value Ratio calculated as of the last day of any calendar month to be greater than the ratio set forth in the table below

opposite the actual Charge Off Rate as of such date.



Actual Charge Off Rate as of Measurement Date	Maximum Loan to Value Ratio



Less than 10%	0.85
Greater than or equal to 10% and less than or equal to 15%	0.80
Greater than 15% and less than or equal to 20%	0.75

If as of any applicable testing date the Credit Parties fail to comply with the financial covenant contained in this Section 8.1(a) (a “ LTV Covenant Default ”), then the Credit Parties shall have the obligation to cure such breach (the “ LTV Covenant Cure Obligation ”) within thirty (30) days of the occurrence thereof by causing Elevate Credit Parent to contribute to the Borrowers cash (in the form of a capital contribution and not in the form of an extension of credit or other Indebtedness) in an aggregate amount that would cause the Credit Parties to be in pro forma compliance with such covenant as of such testing date (such amount, the " LTV Covenant Cure Amount "). Until timely receipt of the LTV Covenant Cure Amount for any applicable LTV Covenant Default, an Event of Default shall be deemed to exist for all purposes of this Agreement and the other Transaction Documents; provided , that during such thirty (30) day cure period (unless the Agent shall have been notified that such LTV Covenant Cure Amount shall not be made) neither the Agent nor any Lender or Holder shall exercise any enforcement remedy against the Credit Parties or any of their Subsidiaries or any of their respective properties solely as a result of the existence of the applicable LTV Covenant Default and; provided , further , that upon timely receipt of such LTV Covenant Cure Amount, the underlying LTV Covenant Default shall no longer be deemed to be continuing. Notwithstanding anything to the contrary in this Section 8.1(a), in no event shall the Credit Parties be permitted to cure more than three (3) LTV Covenant Defaults during the term of this Agreement.

(b) Charge Off Rate. The Credit Parties shall not permit the Charge Off Rate, calculated as of the last day of any calendar month, to be greater than 20%.

(c) First Payment Default Rate. The Credit Parties shall not permit the First Payment Default Rate, calculated as of the last day of any calendar month, to be greater than (i) 20% for any month or (ii) 17.5% for any two (2) months during any three (3) month period.

(d) Corporate Cash . The Credit Parties shall not permit Corporate Cash at any time to be less than $5,000,000.

(e) Book Value of Equity . The Credit Parties shall not permit the Book Value of Equity, calculated as of the last day of any calendar month, to be less than $5,000,000.

Section 8.2 Deliveries . The Borrowers agree to deliver the following to the Agent via electronic (e-mail) transmission or other written means acceptable to the Agent:

(a) Monthly Financial Statements. As soon as available and in any event within twenty-one (21) days after the end of each month (including December), the unaudited consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other hand) balance sheets of the Credit Parties and their Subsidiaries as at the end of such month and the related consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other hand) statements of operations, stockholders’ equity and cash flows of Elevate Credit Parent and its Subsidiaries and UK Borrower for such month and for the period from the beginning of the then current Fiscal Year to the end of such month, all in reasonable detail, and certified by the chief financial officer of Elevate Credit Parent (or other authorized executive officer performing a similar function) as being true and correct and fairly presenting in accordance with GAAP, the financial position and results of operations of the Elevate Credit Parent and its Subsidiaries and UK Borrower, as applicable, subject to normal year-end adjustments and absence of footnote disclosure;

(b) Annual Financial Statements. As soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, the audited consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other hand) balance sheets of Elevate Credit Parent and its Subsidiaries and UK Borrower as at the end of such Fiscal Year and the related consolidated and consolidating (as between United Kingdom operations, on the one hand, and United States operations, on the other hand) statements of operations, stockholders’ equity and cash flows of the Credit Parties and their Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and certified by the chief financial officer of Elevate Credit Parent (or other authorized executive officer performing a similar function) as being true and correct and fairly presenting in accordance with GAAP, the financial position and results of operations of Elevate Credit Parent and its Subsidiaries and UK Borrower, as applicable, accompanied by a customary unqualified opinion of an independent accounting firm acceptable to Agent;

(c) Compliance Certificate and Borrowing Base Certificate. On the dates that the financial statements under clause (a) above are delivered, a duly completed Compliance Certificate and a duly completed Borrowing Base Certificate, each with appropriate insertions, dated the date of the applicable monthly financial statements, and signed on behalf of the Borrowers by the chief financial officer of the Borrower Representative (or other authorized executive officer performing a similar function), in the case of each Compliance Certificate (i) containing a computation of the covenants set forth in Section 8.1 hereof, (ii) indicating whether or not the Credit Parties are in compliance with each covenant set forth in ARTICLE 8 of this Agreement and whether each representation and warranty contained in ARTICLE 7 of this Agreement is true and correct in all material respects (without duplication of any materiality qualifiers) as though made on such date (except for representations and warranties that speak as of a specific date, which representations and warranties are true and correct in all material respects (without duplication of any materiality qualifiers as of such date), and (iii) to the effect that such officer has not become aware of any Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) that has occurred and is continuing or, if there is any such Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default), describing it and the steps, if any, being taken to cure it;

(d) Reserved .

(e) Monthly Reporting Package. On the dates that the financial statements under clause (a) above are delivered, a monthly operations reporting package, in form and detail reasonably acceptable to the Agent.

Section 8.3 Notices . The Borrowers agree to deliver the following to the Agent via electronic (e-mail) transmission or other written means acceptable to the Agent:

(a) Collateral Information. Upon request of Agent, a certificate of one of the duly authorized officers of the Borrower Representative on behalf of the Borrowers (i) either confirming that there has been no change in the information set forth in the perfection certificate executed and delivered to the Agent on the Fourth Restatement Closing Date since such date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, and (ii) certifying that all UCC financing statements (including fixtures filings, as applicable) and other appropriate filings, recordings and registrations have been filed of record in each governmental, municipal and other appropriate office in each jurisdiction identified pursuant to clause (i) above (or in such certificate) to the extent necessary to effect, protect and perfect the security interests under the Security Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period);

(b) Auditor Reports. Promptly upon receipt thereof, copies of any reports submitted by the Credit Parties’ independent public accountants, if any, in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party or any of their Subsidiaries made by such accountants, including any comment letters submitted by such accountants to management of any Credit Party or any of their Subsidiaries in connection with their services;

(c) Notice of Default. Promptly upon any officer of a Credit Party obtaining knowledge (i) of any condition or event that constitutes an Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) or that notice has been given to a Credit Party with respect thereto; (ii) that any Person has given any notice to the Credit Party or taken any other action with respect to any event or condition set forth in ARTICLE 10; or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its chief executive officer or chief financial officer (or other authorized executive officer performing a similar function) specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, default, event or condition, and the action(s) the Credit Parties have taken, are taking and propose to take with respect thereto;

(d) Notice of Litigation. Promptly upon any officer of a Credit Party obtaining knowledge of (i) the institution of, or non-frivolous threat of, any adverse Proceeding against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors

not previously disclosed in writing by the Credit Parties to the Agent, or (ii) any material development in any adverse Proceeding against or affecting any Credit Party, or any of the Credit Parties’ Subsidiaries or any of their respective officers or directors that, in the case of either clause (i) or (ii) if adversely determined, could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Credit Parties to enable the Agent, the Lenders and the Holders and their counsel to evaluate such matters;

(e) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, the action(s) any Credit Party or any of their Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by any Credit Party, any of their Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by the Credit Party, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Agent shall reasonably request;

(f) Insurance Report. Promptly upon request of the Agent, a report by the Credit Parties’ insurance broker(s) in form and substance satisfactory to the Agent outlining all material insurance coverage maintained as of the date of such report by the Credit Parties;

(g) Environmental Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any facility or property used by any Credit Party or any of their Subsidiaries or which relate to any environmental liabilities of any Credit Party or any of their Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(h) Corporate Information. Fifteen (15) days’ prior written notice of any change (i) in any Credit Parties’ corporate name, (ii) in any Credit Parties’ identity or organizational structure, (iii) in any Credit Parties’ jurisdiction of organization, or (iv) in any Credit Parties’ Federal Taxpayer Identification Number or state organizational identification number (or local equivalents thereof). The Credit Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise and all other actions that are required in order for the Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the US Security Agreement, the UK Security Documents and other Transaction Documents; provided , the foregoing notwithstanding any of the Elevate Credit Subsidiaries (other than a Borrower) may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time;

(i) Tax Returns. Within ten (10) days following request by the Agent, copies of each federal income tax return filed by or on behalf of Credit Parties and requested by the Agent;

(j) Event of Loss. Promptly (and in any event within three (3) Business Days) notice of any claim with respect to any liability against any Credit Party or any of their Subsidiaries that (i) is in excess of $250,000 or (ii) could reasonably be expected to result in a Material Adverse Effect;

(k) Program and Consumer Loan Portfolio Reporting . (i) No later than the fifth (5 th ) Business Day after the end of each calendar week, a performance report of the Program as of the end of business on Friday of such calendar week, in form and substance reasonably acceptable to the Agent and (ii) together with the delivery of the financial statements and reports pursuant to subsections 8.2(a) and (b), a summary report with respect to the Consumer Loan portfolio of Elevate Credit Parent and its Subsidiaries containing such information as may be reasonably requested by Agent;

(l) [Reserved] ; and

(m) Bank Transaction Documents . Promptly upon receipt thereof, (i) copies of all notices of the occurrence of a “Default”, an “Event of Default” or other event described by terms of similar import under the Bank Transaction Documents or any other material notices under the Bank Transaction Documents, (ii) notice of any cure or waiver of any “Default”, “Event of Default” or other event described by terms of similar import under the Bank Transaction Documents or any reservation of rights notice, and (iii) complete copies of any amendments, consents or waivers to, or with respect to the Bank Transaction Documents.

(n) Other Information . Promptly upon their becoming available, deliver copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by any Credit Party to its security holders acting in such capacity or by any of their Subsidiaries to their security holders other than another Credit Party or another Subsidiary, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Credit Party or any of their Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by any Credit Party or any of their Subsidiaries to the public concerning material developments in the business of any Credit Party or any of their Subsidiaries, (iv) subject to limitations imposed by applicable law, all documents and information furnished to Governmental Authorities in connection with any investigation of any Credit Party or any of their Subsidiaries (other than any routine inquiry) and (v) such other information and data with respect to any Credit Party or any of their Subsidiaries as from time to time may be reasonably requested by the Agent.

Section 8.4 Rank . Subject to the relative priorities of the Notes set forth in this Agreement, all Indebtedness due under the Notes shall be senior in right of payment, whether with respect to payment of redemptions, interest, damages or upon liquidation or dissolution or otherwise, to all other current and future Indebtedness of the Credit Parties and their Subsidiaries.

Section 8.5 Incurrence of Indebtedness . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create, incur or guarantee, assume, or suffer to exist any Indebtedness or engage in any sale and leaseback, synthetic lease or similar transaction, other than (i) the Obligations and (ii) Permitted Indebtedness.

Section 8.6 Existence of Liens . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, allow or suffer to exist any Liens, other than Permitted Liens.

Section 8.7 Restricted Payments . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly,

(a) declare or pay any dividend or make any other payment or distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on account of any Credit Party’s or any of their Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving any Credit Party or any of their Subsidiaries) or to the direct or indirect holders of any Credit Party’s or any of their Subsidiaries’ Equity Interests in their capacity as such, except that:

(i) the Credit Parties may pay dividends (A) solely in common stock and (B) with the prior written consent of the Agent (not to be unreasonably withheld, conditioned or delayed) in cash to the holders of their common Equity Interests; provided , that with respect to this clause (B), no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred and is continuing or would arise as a result of such payment;

(ii) the Borrowers may make monthly distributions of funds to Elevate Credit commencing on the fifth (5 th ) Business Day after the financial statements under Section 8.2(a) shall have been delivered for the applicable month; provided , that each of the following conditions are satisfied:

(A) no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred and is continuing or would arise as a result of such payment; and

(B) after giving effect to such payment, (1) the Credit Parties are in pro forma compliance with the covenant set forth in Section 8.1(a) and (2) the Debt-to-Equity Ratio of the Borrowers (other than EF SPV) shall not be more than 9-to-1; and

(iii) the Elevate Credit Subsidiaries may make distributions or remit payments received on account of the undivided portion of the Consumer Loans to further the purposes of, and in compliance with, the Transaction Documents.

(b) repurchase, redeem, repay, defease, retire, distribute any dividend or share premium

reserve or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving any Credit Party or any of their Subsidiaries) any Equity Interests of any Credit Party or any of their Subsidiaries or any direct or indirect parent of any Credit Party or any of their Subsidiaries except in connection with the termination of an employee’s employment with any Credit Party; provided, that each of the following conditions are satisfied:

(i) no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred and is continuing or would arise as a result of such repurchase, redemption, repayment, defeasance, retirement, distribution, acquisition or retirement for value of any such Equity Interests;

(ii) after giving effect to such repurchase, redemption, repayment, defeasance, retirement, distribution, acquisition or retirement for value of any such Equity Interests, (A) the Credit Parties are in pro forma compliance with the covenants set forth in Section 8.1 and (B) the Debt-to-Equity Ratio of the Borrowers (other than EF SPV) shall not be more than 9-to-1; and

(iii) the aggregate amount of all such repurchases, redemptions, repayments, defeasances, retirements, distributions, acquisitions or retirements for value of any such Equity Interests shall not exceed $1,000,000 in any Fiscal Year;

(c) make any payment (including by setoff) on or with respect to, accelerate the maturity of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Credit Party or any of their Subsidiaries (or set aside or escrow any funds for any such purpose), except for (i) payments of principal, interest and other amounts constituting Obligations and (ii) subject to the terms of applicable subordination terms, if any, regularly scheduled non accelerated payments of principal, interest and other amounts under Permitted Indebtedness; or

(d) pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party, except for the avoidance of doubt, payments of salaries, advances, bonuses (including pre-funded bonuses) or stock incentives of employees of the Credit Parties in the ordinary course of business.

Section 8.8 Mergers; Acquisitions; Asset Sales . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, without Agent’s prior written consent, (a) be a party to any merger or consolidation, or Acquisition or (b) consummate any Asset Sale other than a Permitted Disposition. For the avoidance of doubt, notwithstanding anything to the contrary contained herein or in any other Transaction Document to the contrary, (i) no Credit Party shall enter into (or agree to enter into) any Division/Series Transaction, or permit any of its Subsidiaries to enter into (or agree to enter into), any Division/Series Transaction and (ii) none of the provisions in this Agreement or any other Transaction Document shall be deemed to permit any Division/Series Transaction without the prior written consent of the Agent.

Section 8.9 No Further Negative Pledges . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, enter into, assume or become subject to any agreement prohibiting or otherwise restricting the existence of any Lien upon any of their properties or assets in favor of Agent or the Holders as set forth under the Transaction Documents, whether now owned or hereafter acquired, or requiring the grant of any security for any obligation if such property or asset is given as security under the Transaction Documents, except in connection with any Permitted Liens or any document or instrument governing any Permitted Liens, provided that any such restriction contained therein relates only to the property or asset subject to such Permitted Liens (or proceeds thereof).

Section 8.10 Affiliate Transactions . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party or any of their Subsidiaries, unless such transaction is on terms that are no less favorable to such Credit Party or such Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not an Affiliate and, unless the same shall not require payments thereunder in an amount exceeding $500,000 in the aggregate, are fully disclosed in writing to Agent prior to consummation thereof.

Section 8.11 Insurance .

(a) The Credit Parties shall keep the Collateral properly housed and insured against loss or damage by fire, theft, explosion, sprinklers, collision (in the case of motor vehicles) and such other risks as are customarily insured against by Persons engaged in businesses similar to that of the Credit Parties, with such companies, in such amounts, with such deductibles and under policies in such form as shall be reasonably satisfactory to the Agent. Certificates of insurance or, if requested by the Agent, original (or certified) copies of such policies of insurance have been or shall be, no later than the Fourth Restatement Closing Date, delivered to the Agent, and shall contain an endorsement, in form and substance reasonably acceptable to Agent, showing loss under such insurance policies payable to the Agent, for the benefit of the Holders. Such endorsement, or an independent instrument furnished to the Agent, shall provide that the insurance company shall give the Agent at least thirty (30) days’ written notice before any such policy of insurance is altered or canceled and that no act, whether willful or negligent, or default of a Credit Party or any other Person shall affect the right of the Agent to recover under such policy of insurance in case of loss or damage. Each Credit Party hereby directs all insurers under all policies of insurance to pay all proceeds payable thereunder directly to the Agent. Each Credit Party irrevocably makes, constitutes and appoints the Agent (and all officers, employees or agents designated by the Agent) as such Person’s true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of insurance, endorsing the name of such Person on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and making all determinations and decisions with respect to such policies of insurance, provided however, that if no Event of Default shall have occurred and be continuing, such Credit Party may make, settle and adjust claims involving less than $100,000 in the aggregate without the Agent’s consent.

(b) The Credit Parties shall maintain, at their expense, such public liability and third-party property damage insurance as is customary for Persons engaged in businesses

similar to that of the Credit Parties with such companies and in such amounts with such deductibles and under policies in such form as shall be reasonably satisfactory to the Agent in light of such customs and certificates of insurance or, if requested by the Agent, original (or certified) copies of such policies have been or shall be, no later than the Fourth Restatement Closing Date, delivered to the Agent; each such policy shall contain an endorsement showing the Agent as additional insured thereunder and providing that the insurance company shall give the Agent at least thirty (30) days’ written notice before any such policy shall be altered or canceled.

(c) If any Credit Party at any time or times hereafter shall fail to obtain or maintain any of the policies of insurance required above or to pay any premium relating thereto, then the Agent, without waiving or releasing any obligation or default by the Credit Parties hereunder, may (but shall be under no obligation to) obtain and maintain such policies of insurance and pay such premiums and take such other actions with respect thereto as the Agent reasonably deems advisable. Such insurance, if obtained by the Agent, may, but need not, protect each Credit Parties’ interests or pay any claim made by or against any Credit Party with respect to the Collateral. Such insurance may be more expensive than the cost of insurance the Credit Parties may be able to obtain on their own and may be cancelled only upon the Credit Parties providing evidence that they have obtained the insurance as required above. All sums disbursed by the Agent in connection with any such actions, including, without limitation, court costs, expenses, other charges relating thereto and reasonable attorneys’ fees, shall constitute part of the Obligations due and owing hereunder, shall be payable on demand by the Credit Parties to the Agent and, until paid, shall bear interest at the Default Rate.

Section 8.12 Corporate Existence and Maintenance of Properties . Each Credit Party shall, and each Credit Party shall cause each of its Subsidiaries to, maintain and preserve

(a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be so qualified or in good standing could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect). Each Credit Party shall, and each Credit Party shall cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of the Credit Parties and their Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof. The Credit Parties shall take all reasonable steps and actions from time to time reasonably necessary or desirable to preserve, protect and defend all of their rights, title and interest in, to and under each of the Bank Transaction Documents.

Section 8.13 Non-circumvention . Each Credit Party hereby covenants and agrees that neither any of the Credit Parties nor any of their Subsidiaries will, by amendment of its certificate of incorporation, certificate of formation, limited liability company agreement, bylaws, or other governing documents, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or the other Transaction Documents, and will at all

times in good faith carry out all of the provisions of this Agreement and the other Transaction Documents and take all reasonable action as may be required to protect the rights of the Agent, the Lenders and the Holders.

Section 8.14 Change in Business; Change in Accounting; Centre of Main Interest; Elevate Credit Parent . The Credit Parties shall not engage in any line of business other than the businesses engaged in on the Fourth Restatement Closing Date and activities reasonably incident thereto. The Credit Parties shall not (a) make any significant change in accounting treatment or reporting practices, except as required by GAAP, (b) change their Fiscal Year; method for determining fiscal quarters of any Credit Party or of any Subsidiary of any Credit Party or change their Accounting Reference Date, (c) change their name as it appears in official filings in its jurisdiction of organization or (d) change their jurisdiction of organization, in the case of clauses (c) and (d), without providing written notice to Agent no later than thirty (30) days following the occurrence of any such change. For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings, each UK Credit Party shall ensure that its centre of main interest (as that term is used in Article 3(1) of such regulation) is situated in England and Wales and that it has no “establishment” (as that term is used in Article 2(h) of such regulation) in any other jurisdiction. Elevate Credit Parent shall not trade, carry on any business, own any assets or incur any liabilities except for:

(a) the provision of administrative services (excluding treasury services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries;

(b) ownership of shares in its Subsidiaries, intra-company debit balances, intra-company credit balances and other credit balances in bank accounts, cash and Cash Equivalent Investments but only if those shares, credit balances, cash and Cash Equivalent Investments constitute Collateral; and

(c) any liabilities under the Transaction Documents and Bank Transaction Documents to which it is a party and professional fees and administration costs in the ordinary course of business as a holding company.

Section 8.15 U.S. Real Property Holding Corporation . None of the Credit Parties shall become a U.S. real property holding corporation or permit or cause its shares to be U.S. real property interests, within the meaning of Section 897 of the Code.

Section 8.16 Compliance with Laws . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, fail to (a) comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, all Environmental Laws and the Requirements) and (b) preserve and maintain in full force and effect all material rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business.

Section 8.17 Additional Collateral . With respect to any Property acquired after the Fourth Restatement Closing Date by any Credit Party as to which the Agent, for the benefit of the Holders does not have a perfected Lien, such Credit Party shall promptly (i) execute and deliver to the Agent, for the benefit of the Holders or its agent such amendments to the Security Documents or such other documents as the Agent, for the benefit of the Holders deems necessary

or advisable to grant to the Agent, for the benefit of the Holders, a security interest in such Property and (ii) take all other actions necessary or advisable to grant to the Agent, for the benefit of the Holders, a perfected first priority (subject to Permitted Liens) security interest in such Property, including, without limitation, the filing of UCC financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Agent. If at any time during the existence of an Event of Default, Agent seeks to collect or liquidate Collateral, the Credit Parties will use their best efforts to assist Agent in any such efforts, including effectuating a sale of such Collateral.

Section 8.18 Audit Rights; Field Exams; Appraisals; Meetings; Books and Records.

(a) The Credit Parties shall, upon reasonable notice and during reasonable business hours (except during the continuance of an Event of Default when no such limitations shall apply), subject to reasonable safety and security procedures, and at the Credit Parties’ sole cost and expense, permit the Agent and each Lender and Holder (or any of their respective designated representatives) to visit and inspect any of the properties of any Credit Party or any of their Subsidiaries, to examine the books of account of any Credit Party or any of their Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Credit Parties and their Subsidiaries, and to be advised as to the same by their respective officers, and to conduct examinations and verifications (whether by internal commercial finance examiners or independent auditors), all at such reasonable times and intervals as the Agent, Lenders and the Holders may reasonably request.

(b) The Credit Parties shall, upon reasonable notice and during reasonable business hours, subject to reasonable safety and security procedures, and at the Credit Parties’ sole cost and expense, permit the Agent (or any of its designated representatives) and each Lender and Holder to conduct field exams of the Collateral, all at such reasonable times and intervals as the Agent may reasonably request.

(c) The Credit Parties shall, at Agent’s request (which shall be made no more frequently than once during each calendar year unless an Event of Default shall have occurred and be continuing) and upon reasonable notice, and at the Credit Parties’ sole cost and expense, obtain an appraisal of the Collateral from an independent appraisal firm reasonably satisfactory to Agent.

(d) The Credit Parties will, upon the request of the Agent, participate in a meeting of the Agent, Lenders and the Holders twice during each Fiscal Year to be held at the Credit Parties’ corporate offices (or at such other location as may be agreed to by the Borrower Representative and the Agent) at such time as may be agreed to by the Borrower Representative and the Agent.

(e) The Credit Parties shall, at the Credit Parties’ sole cost and expense, make all books and records of the Credit Parties available for review electronically by the Agent upon Agent’s request and subject to applicable Requirements with respect to disclosure of Customer Information.

Section 8.19 Additional Issuances of Debt Securities; Right of First Refusal on New Indebtedness . So long as any Notes are outstanding (or, solely if the Obligations are paid in full in cash with proceeds from the issuance of any Equity Interests of any Credit Party or any of their Subsidiaries, until the date that is twelve (12) months after the date such Obligations are paid in full), none of the Credit Parties nor any of their Subsidiaries shall, directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its debt securities or Equity Interests (including any debt, preferred stock or other instrument or security) that may, in accordance with the terms thereof, be, at any time during its life, and under any circumstance, convertible into or exchangeable or exercisable for Indebtedness or debt securities, but excluding Permitted Indebtedness, without the prior written consent of the Agent; provided , that, if any Credit Party seeks to incur additional Indebtedness from time to time from any third-party, then in each such case, the Agent and its designees shall have a right of first refusal (but not an obligation) to provide such additional Indebtedness on the same terms and conditions as would be provided by such third-parties. The Borrower Representative will give Agent written notice (a “ ROFR Notice ”) describing the additional Indebtedness and the terms and conditions thereof (collectively, the “ New Indebtedness Opportunity ”). The Agent and its designees shall have thirty (30) days from the date of the Agent’s receipt of a ROFR Notice to agree to provide such additional Indebtedness pursuant to the New Indebtedness Opportunity. If the Agent fails to exercise such right of first refusal within said thirty (30)-day period with respect to the New Indebtedness Opportunity, then the New Indebtedness Opportunity may be offered to such third- party upon the identical terms and conditions as are specified in the applicable ROFR Notice; provided , that in the event the New Indebtedness Opportunity has not been consummated by the applicable third-party within the one hundred (100)-day period from the date of the ROFR Notice, no New Indebtedness Opportunity may be offered by the Credit Parties to any third-party without first offering such New Indebtedness Opportunity to the Agent in the manner provided above.

Section 8.20 Post-Closing Obligations .

(a) Within ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place;

(b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “ Reviewing Parties ” and each, a “ Reviewing Party ”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ lending program for the solicitation, marketing, documentation, origination and servicing of Consumer Loans (or participation interests therein) in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance,

collectively, the “ Diligence Issues ”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion) of any Credit Party’s receipt of written notice of and Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to the Agent;

(c) The Credit Parties shall deliver, or cause to be delivered to the Agent, within sixty (60) days after the Fourth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), deposit account control agreements executed by the applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to deposit account control agreements in favor of the Agent;

(d) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fourth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), Intellectual Property Security Agreements executed by the applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent;

(e) The Credit Parties shall deliver, or cause to be delivered to the Agent, prior to purchasing any Consumer Loans (or participation interests in Consumer Loans) pursuant to any Bank Transaction Documents (or such later date as shall be acceptable to the Agent in its sole discretion), a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the Agent and its counsel; and

(f) The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days after the Fourth Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), updated insurance certificates and updated insurance endorsements with respect to the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to Agent and evidencing the insurance policies and endorsements thereto required to be maintained in accordance with Section 8.11.

Section 8.21 Use of Proceeds . The Credit Parties will use the proceeds from the sale of

(i) each Note solely (A) to fund certain fees and expenses associated with the consummation of the transactions contemplated by this Agreement and (B) to originate Consumer Loans (other than so-called “payday loans”) and to purchase participation interests under the applicable Bank Transaction Documents in Consumer Loans (other than so-called “payday loans”), in each case made to residents of any State of the United States or residents of the United Kingdom (provided, that in no event shall proceeds of the US Term Notes, or the Fourth Tranche US Last Out Term Notes be used to originate or purchase Consumer Loans (or participation interests therein) to residents of the United Kingdom), in each case, for which the Credit Parties shall have

become duly-licensed to originate such Consumer Loans in accordance with all applicable Requirements or for which the applicable Bank party to the applicable Bank Transaction Documents shall have become duly licensed to originate such Consumer Loans in accordance with all applicable Requirements, and (ii) solely with regard to the proceeds of the Fourth Tranche US Last Out Term Notes, also for direct marketing expenses relating to the making of Consumer Loans.

Section 8.22 Fees, Costs and Expenses . The Credit Parties, on behalf of themselves and the other Credit Parties, shall jointly and severally reimburse the Lenders and the Holders or their designee(s) for reasonable and documented costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including reasonable legal fees and disbursements in connection therewith, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), subject to the limitations set forth in Section 13.1 hereof, which amounts shall be paid by the Credit Parties to the Agent, for the benefit of itself and the Lenders and the Holders, on the Fourth Restatement Closing Date. In addition, the Credit Parties shall, within five (5) Business Days of receiving a request from the Agent therefor, reimburse the Agent for any additional reasonable legal fees incurred post-closing in connection with perfecting the Agent’s security interests and any additional filing or recording fees in connection therewith. The Credit Parties shall be responsible for the payment of, and shall pay, any placement agent’s fees, financial advisory fees, or broker’s commissions relating to or arising out of the transactions contemplated hereby, and shall hold the Agent, each Holder and each Lender harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment.

Section 8.23 Modification of Organizational Documents and Certain Documents . The Credit Parties shall not, without the prior written consent of the Agent, (i) permit the charter, by-laws or other organizational documents of any Credit Party, or any Material Contract, to be amended or modified, (ii) amend, supplement in a manner adverse to the Agent, any Lender or any Holder or otherwise modify, or waive any material rights, claims or remedies under, any of the Consumer Loan Agreements except with respect to a settlement or charge off thereunder in the ordinary course of business or (iii) amend, supplement or otherwise modify any Bank Transaction Documents in a manner materially adverse to Agent, any Lender or any Holder, or waive any material rights, claims or remedies under any Bank Transaction Documents except with respect to a settlement or charge off thereunder in the ordinary course of business.

Section 8.24 Joinder . The Credit Parties shall notify the Agent in writing within the earlier of: (i) thirty (30) days of the formation or acquisition of any Subsidiaries; or (ii) the making or purchase of any Consumer Loans (or participation interests therein) by any such newly formed or acquired Subsidiaries. For any Subsidiaries formed or acquired after the Fourth Restatement Closing Date, the Credit Parties shall at their own expense, within the time period set forth in the immediately preceding sentence, cause each such Subsidiary (provided, in the case of Foreign Subsidiaries, solely with respect to such Foreign Subsidiaries’ guaranty of the Obligations of the US Term Note Borrowers and/or the US Last Out Term Note Borrower, no 956 Impact would arise as a result thereof) to execute an instrument of joinder in the form attached hereto as Exhibit G (a “ Joinder Agreement ”), obligating such Subsidiary

to any or all of the Transaction Documents deemed necessary or appropriate by the Agent and cause the applicable Person that owns the Equity Interests of such Subsidiary to pledge to the Holders 100% of the Equity Interests owned by it of each such Subsidiary formed or acquired after the Fourth Restatement Closing Date and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby (provided that with respect to any First Tier Foreign Subsidiary, solely with respect to such Foreign Subsidiaries’ guaranty of the Obligations of the US Term Note Borrowers and/or the US Last Out Term Note Borrower, if a 956 Impact exists such pledge shall be limited to sixty-five percent (65%) of such Foreign Subsidiary’s outstanding voting Equity Interests and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Equity Interests). In the event a Person becomes a Guarantor (a “ New Guarantor ”) pursuant to the Joinder Agreement, upon such execution the New Guarantor shall be bound by all the terms and conditions hereof and the other Transaction Documents to the same extent as though such New Guarantor had originally executed the Transaction Documents. The addition of a New Guarantor shall not in any manner affect the obligations of the other Credit Parties hereunder or thereunder. Each Credit Party, each Lender, each Holder and the Agent acknowledges that the schedules and exhibits hereto or thereto may be amended or modified in connection with the addition of any New Guarantor to reflect information relating to such New Guarantor. Compliance with this Section 8.24 shall not excuse any violation of Section 8.8 for failing to obtain Lender’s prior consent to a merger, consolidation or Acquisition. A “ 956 Impact ” will be deemed to exist to the extent the issuance of a guaranty by, grant of a Lien by, or pledge of greater than two-thirds of the voting Equity Interests of, a Foreign Subsidiary, solely with respect to such Foreign Subsidiary’s guaranty of the Obligations of the US Term Note Borrowers and/or the US Last Out Term Note Borrower, would result in material incremental income tax liability under Section 956 of the Code, taking into account actual anticipated repatriation of funds, foreign tax credits and other relevant factors.

Section 8.25 Investments . No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make or permit to exist any Investment in any other Person, except the following:

(a) Cash Equivalent Investments, to the extent the Agent has a first priority security interest therein;

(b) bank deposits in the ordinary course of business, to the extent the Agent has a first priority security interest therein;

(c) Investments in securities of account debtors received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such account debtors;

(d) Investments owned by the Credit Parties and their Subsidiaries on the Fourth Restatement Closing Date as set forth on Schedule 8.25 ;

(e) (i) Domestic Credit Parties may maintain Investments in Foreign Subsidiaries in amounts not to exceed the outstanding amounts of such Investments as of the Fourth Restatement Closing Date plus additional Investments in Foreign Subsidiaries after the Fourth Restatement Closing Date to the extent expressly approved by Agent in advance in

writing; provided , if the Investments described in the foregoing clause (i) are evidenced by notes, such notes shall be pledged to Agent, for the benefit of the Lenders, and have such terms as Agent may reasonably require; and (ii) Foreign Subsidiaries may make Investments in other Foreign Subsidiaries;

(f) Investments constituting cash equity contributions by Elevate Credit in the other Borrowers, including, without limitation, cash equity contributions made in order to satisfy the LTV Covenant Cure Obligation, and Investments by Elevate Credit in its other Subsidiaries that are Credit Parties;

(g) Investments made by the Credit Parties (other than Elevate Credit and Elevate Credit Parent) constituting Consumer Loans to residents of the United States and the United Kingdom; and

(h) Investments made by the Credit Parties constituting the acquisition of Consumer Loans to residents of the United States or participation interests in such Consumer Loans, in each case, pursuant to the applicable Bank Transaction Documents.

Section 8.26 Further Assurances . At any time or from time to time upon the request of the Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Agent may reasonably request in order to effect fully the purposes of the Transaction Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as the Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by all Subsidiaries (including the US Term Note Borrowers with respect to the Obligations of the UK Borrower and each US Term Note Borrower with respect to the Obligations of each other US Term Note Borrower) of the Credit Parties and secured by substantially all of the assets of the Credit Parties and their Subsidiaries (in each case provided, in the case of Foreign Subsidiaries, solely with respect to such Foreign Subsidiaries’ guaranty of the Obligations of the US Term Note Borrowers and/or the US Last Out Term Note Borrower, no 956 Impact would arise as a result thereof).

Section 8.27 Pensions Schemes .

(a) UK Borrower shall ensure that all pension schemes operated by or maintained for the benefit of any UK Credit Party and/or any of their employees are fully funded based on the statutory funding objective under sections 221 and 222 of the Pensions Act 2004 and that no action or omission is taken by any UK Credit Party in relation to such a pension scheme which has or is reasonably likely to have a Material Adverse Effect (including, without limitation, the termination or commencement of winding-up proceedings of any such pension scheme or any UK Credit Party ceasing to employ any member of such a pension scheme).

(b) UK Borrower shall ensure that none of its Subsidiaries is or has been at any time an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pension Schemes Act 1993) or “connected” with or an “associate” of (as those terms are used in sections 38 or 43 of the Pensions Act 2004) such an employer.

(c) UK Borrower shall deliver to the Agent at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to Elevate Credit), actuarial reports in relation to all pension schemes mentioned in paragraph (a) above.

(d) UK Borrower shall promptly notify the Agent of any material change in the rate of contributions to any pension schemes mentioned in (a) above paid or recommended to be paid (whether by the scheme actuary or otherwise) or required (by law or otherwise).

ARTICLE 9

CROSS GUARANTY

Section 9.1 Cross-Guaranty . Each Guarantor (including, for the avoidance of doubt,

the US Term Note Borrower and the US Last Out Term Note Borrower with respect to the Obligations of the UK Borrower and each US Term Note Borrower with respect to the Obligations of each other US Term Note Borrower), jointly and severally, hereby absolutely and unconditionally guarantees to the Agent, the Lenders, the Holders and their respective successors and assigns the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations (and for the avoidance of doubt, each Borrower, in its capacity as a Guarantor, so guarantees the payment and performance of the Obligations of each other Borrower under each Note). Each Guarantor agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this ARTICLE 9 shall not be discharged until payment and performance, in full, of the Obligations under the Transaction Documents has occurred and all commitments (if any) to lend hereunder have been terminated, and that its obligations under this ARTICLE 9 shall be absolute and unconditional, irrespective of, and unaffected by:

(a) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Transaction Document or any other agreement, document or instrument to which any Credit Party is or may become a party;

(b) the absence of any action to enforce this Agreement (including this ARTICLE 9) or any other Transaction Document or the waiver or consent by the Agent, the Lenders or the Holders with respect to any of the provisions thereof;

(d) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

Each Guarantor shall be regarded, and shall be in the same position, as principal debtor with respect to the obligations guaranteed hereunder.

Section 9.2 Waivers by Guarantors . Each Guarantor expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel the Agent, the Lenders or the Holders to marshal assets or to proceed in respect of the obligations guaranteed hereunder against any other Credit Party or Subsidiary, any

other party or against any security for the payment and performance of the obligations under the Transaction Documents before proceeding against, or as a condition to proceeding against, such Guarantor. It is agreed among each Guarantor that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Transaction Documents and that, but for the provisions of this ARTICLE 9 and such waivers, the Agent, the Lenders and the Holders would decline to enter into this Agreement.

Section 9.3 Benefit of Guaranty . Each Guarantor agrees that the provisions of this ARTICLE 9 are for the benefit of the Agent, the Lenders, the Holders and their respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Credit Party, on the one hand, and the Agent, the Lenders and the Holders, on the other hand, the obligations of such other Credit Party under the Transaction Documents.

Section 9.4 Waiver of Subrogation, Etc . Notwithstanding anything to the contrary in this Agreement or in any other Transaction Document, and except as set forth in Section 9.7, each Guarantor hereby expressly and irrevocably waives any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor. Each Guarantor acknowledges and agrees that this waiver is intended to benefit the Agent, the Lenders and the Holders and shall not limit or otherwise affect such Guarantor’s liability hereunder or the enforceability of this ARTICLE 9, and that the Agent, the Lenders, the Holders and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section 9.4.

Section 9.5 Election of Remedies . If the Agent, the Lenders or the Holders may, under applicable law, proceed to realize their benefits under any of the Transaction Documents, the Agent, any of the Lenders or any of the Holders may, at their sole option, determine which of their remedies or rights they may pursue without affecting any of their rights and remedies under this ARTICLE 9. If, in the exercise of any of their rights and remedies, any of the Agent, the Lenders or the Holders shall forfeit any of their rights or remedies, including their right to enter a deficiency judgment against any Credit Party or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each Credit Party hereby consents to such action by the Agent, such Lenders or such Holders, as applicable, and waives any claim based upon such action, even if such action by the Agent, such Lenders or such Holders shall result in a full or partial loss of any rights of subrogation that any Credit Party might otherwise have had but for such action by the Agent, such Lenders or such Holders. Any election of remedies that results in the denial or impairment of the right of the Agent, the Lenders or the Holders to seek a deficiency judgment against any Credit Party shall not impair any other Credit Party’s obligation to pay the full amount of the Obligations under the Transaction Documents.

Section 9.6 Limitation . Notwithstanding any provision herein contained to the contrary, each

Guarantor’s liability under this ARTICLE 9 (which liability is in any event in addition to amounts for which Credit Parties are primarily liable under the Transaction Documents) shall be limited to an amount not to exceed as of any date of determination the greater of:

(a) the net amount of all amounts advanced to such Guarantor under this Agreement or otherwise transferred to, or for the benefit of, such Guarantor (including any interest and fees and other charges); and

(b) the amount that could be claimed by the Agent, the Lenders and the Holders from such Guarantor under this ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, such Guarantor’s right of contribution and indemnification from each other Credit Party under Section 9.7.

Section 9.7 Contribution with Respect to Guaranty Obligations .

(a) To the extent that any Guarantor shall make a payment under this ARTICLE 9 of all or any of the Obligations under the Transaction Documents (other than financial accommodations made to that Guarantor for which it is primarily liable) (a “ Guarantor Payment ”) that, taking into account all other Guarantor Payments then previously or concurrently made by any other Guarantor, exceeds the amount that such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Obligations under the Transaction Documents satisfied by such Guarantor Payment in the same proportion that such Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Guarantor as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder), such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

(b) As of any date of determination, the “Allocable Amount” of any Guarantor shall be equal to the maximum amount of the claim that could then be recovered from such Guarantor under this ARTICLE 9 without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

(c) This Section 9.7 is intended only to define the relative rights of Guarantor and nothing set forth in this Section 9.7 is intended to or shall impair the obligations of Credit Parties, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including Section 9.1. Nothing contained in this Section 9.7 shall limit the liability of any Credit Party to pay the financial accommodations made directly or indirectly to that Credit Party and accrued interest, fees and expenses with respect thereto for which such Credit Party shall be primarily liable.

(d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Guarantor to which such contribution and indemnification is owing.

The rights of the indemnifying Guarantor against other Guarantor under this Section 9.7 shall be exercisable upon the full and indefeasible payment of the Obligations under the Transaction Documents and the termination of the Transaction Documents.

Section 9.8 Liability Cumulative . The liability of each Guarantor under this ARTICLE 9 is in addition to and shall be cumulative with all liabilities of each other Credit Party to the Agent, the Lenders and the Holders under this Agreement and the other Transaction Documents to which such Credit Party is a party or in respect of any Obligations under the Transaction Documents or obligation of the other Credit Party, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

Section 9.9 Stay of Acceleration . If acceleration of the time for payment of any amount payable by the Credit Parties under this Agreement is stayed upon the insolvency, bankruptcy or reorganization of any of the Credit Parties, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable jointly and severally by the Credit Parties hereunder forthwith on demand by the Agent.

Section 9.10 Benefit to Credit Parties . All of the Credit Parties and their Subsidiaries are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of each such Person has a direct impact on the success of each other Person. Each Credit Party and each Subsidiary will derive substantial direct and indirect benefit from the purchase and sale of the Notes hereunder.

Section 9.11 Indemnity . Each Guarantor irrevocably and unconditionally jointly and severally agrees with the Agent, each Lender and each Holder that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Agent, such Lender and/or such Holder, as applicable, immediately on demand against any cost, loss or liability it incurs as a result of a Borrower or Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Transaction Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this ARTICLE 9 if the amount claimed had been recoverable on the basis of a guarantee.

Section 9.12 Reinstatement . If any discharge, release or arrangement (whether in respect of the Obligations or any security for those Obligations or otherwise) is made by the Agent, a Lender and/or a Holder in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this ARTICLE 9 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

Section 9.13 Guarantor Intent . Without prejudice to any other provision of this ARTICLE 9, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Transaction

Documents and/or any facility or amount made available under any of the Transaction Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any reasonable and invoiced fees, costs and/or expenses associated with any of the foregoing.

Section 9.14 General . Notwithstanding anything to the contrary set forth herein, the provisions of this ARTICLE 9 shall not be construed to (a) permit the Agent, Lenders or Holders to amend or otherwise modify this Agreement or the Obligations in a manner that would otherwise require the consent of the Borrowers pursuant to the express terms of this Agreement or (b) constitute a waiver by any Borrower of such Borrower’s rights or defenses under this Agreement in such Borrower’s capacity as a Borrower hereunder.

ARTICLE 10

RIGHTS UPON EVENT OF DEFAULT

Section 10.1 Event of Default . Each of the following events shall constitute an “Event of Default”:

(a) any Credit Parties’ failure to pay to the Agent, the Holders and/or the Lenders any amount of (i) principal or redemptions when and as due under this Agreement or any Note (including, without limitation, the Credit Parties’ failure to pay any redemption payments or amounts hereunder or under any Note) or any other Transaction Document, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby or (ii) interest (including interest calculated at the Default Rate), Late Charges, Prepayment Premium, or other amounts (other than principal or redemptions) within five (5) days after the same shall become due under this Agreement or any Note or any other Transaction Document, or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated hereby and thereby;

(b) any default occurs and is continuing under (subject to any applicable grace periods), or any redemption of or acceleration prior to maturity of, any Indebtedness (other than the Obligations) of any Credit Party or any Subsidiary of any Credit Party in excess of $100,000; provided , that, in the event that any such default or acceleration of indebtedness is cured or rescinded by the holders thereof prior to acceleration of the Notes, no Event of Default shall exist as a result of such cured default or rescinded acceleration;

(c) (i) any Credit Party or any Subsidiary of any Credit Party pursuant to or within the meaning of Title 11, U.S. Code (the “ Bankruptcy Code ”) or any similar federal, foreign or state law for the relief of debtors (collectively, “ Bankruptcy Law ”), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, or to the conversion of an involuntary case to a voluntary case, (C) consents to the appointment of or taking of possession by a receiver, trustee, assignee, liquidator or similar official (a “ Custodian ”) for all or a substantial part of its property, (D) makes a general assignment for the benefit of its creditors, or (E) is generally unable to pay its debts as they become due; (ii) the

Credit Parties, taken as a whole, become Insolvent or (iii) the board of directors (or similar governing body) of any Credit Party or any Subsidiary of any Credit Party (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the actions referred to in this Section 10.1(c) or Section 10.1(d);

(d) any expropriation, attachment, sequestration, distress or execution or any analogous process in any jurisdiction in which a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law, which order or decree (A) (1) is not stayed or (2) is not rescinded, vacated, overturned, or otherwise withdrawn within sixty (60) days after the entry thereof, and (B) is for relief against any Credit Party or any Subsidiary of any Credit Party in an involuntary case, (ii) appoints a Custodian over all or a substantial part of the property of any Credit Party or any Subsidiary of any Credit Party and such appointment continues for sixty (60) days, (iii) orders the liquidation of any Credit Party or any Subsidiary of any Credit Party, or (iv) issues a warrant of attachment, execution or similar process against any substantial part of the property of any Credit Party or any Subsidiary of any Credit Party;

(e) a final judgment or judgments for the payment of money in excess of $250,000 or that otherwise could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect are rendered against any Credit Party or any Subsidiary of any Credit Party, which judgments are not, within fifteen (15) days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within fifteen (15) days after the expiration of such stay, unless (in the case of a monetary judgment) such judgment is covered by third-party insurance, so long as the applicable Credit Party or Subsidiary provides the Agent a written statement from such insurer (which written statement shall be reasonably satisfactory to the Agent) to the effect that such judgment is covered by insurance and such Credit Party or Subsidiary will receive the proceeds of such insurance within fifteen (15) days following the issuance of such judgment;

(f) any Credit Party breaches any covenant, or other term or condition of any Transaction Document, any other agreement with the Agent, any Lender or any Holder, except in the case of a breach of a covenant or other term or condition of any Transaction Document (other than Sections 8.1(a), 8.2, 8.3(c), 8.4 through 8.11, 8.13, 8.14, 8.16, 8.17, 8.18, 8.20, 8.21, 8.23,

8.25 and 8.29 of this Agreement) which is curable, only if such breach continues for a period of thirty (30) days after the earlier to occur of (A) the date upon which an executive officer of any Credit Party becomes aware of such default and (B) the date upon which written notice thereof is given to the Borrower Representative by Agent; and a breach addressed by the other provisions of this Section 10.1; provided , the foregoing notwithstanding, the Credit Parties shall be afforded a grace period of five (5) Business Days, exercisable no more than an aggregate of twice per year during the term of this Agreement, with regard to the delivery requirements set forth in Section

8.2 hereof;

(g) a Change of Control occurs;

(h) any representation or warranty made by any Credit Party herein or in any other Transaction Document is breached or is false or misleading, each in any material respect;

(i) any “Event of Default” occurs and is continuing with respect to any of the other Transaction Documents beyond any applicable notice or cure period;

(j) (i) the written rescindment or repudiation by any Credit Party of any Transaction Document or any of its obligations under any Transaction Document, or (ii) any Transaction Document or any material term thereof shall cease to be, or is asserted by any Credit Party not to be, a legal, valid and binding obligation of any Credit Party enforceable in accordance with its terms;

(k) any Lien against the Collateral intended to be created by any Security Document shall at any time be invalidated, subordinated (except to Permitted Liens to the extent expressly permitted under the Transaction Documents) or otherwise cease to be in full force and effect, for whatever reason, or any security interest purported to be created by any Security Document shall cease to be, or shall be asserted by any Credit Party not to be, a valid, first priority perfected Lien (to the extent that any Transaction Document obligates the parties to provide such a perfected first priority Lien, and except to the extent Permitted Liens are permitted by the terms of the Transaction Documents to have priority) in the Collateral (except as expressly otherwise provided under and in accordance with the terms of such Transaction Document);

(l) any material provision of any Transaction Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Credit Party, or a proceeding shall be commenced by any Credit Party, or by any Governmental Authority having jurisdiction over such Credit Party, seeking to establish the invalidity or unenforceability thereof, or any Credit Party shall deny that it has any liability or obligation purported to be created under any Transaction Document;

(m) Reserved ;

(n) the occurrence of (i) any event which could reasonably be expected to have a Material Adverse Effect, (ii) a State Force Majeure Event, (iii) a Federal or Multi-State Force Majeure Event or (iv) a UK Force Majeure Event;

(o) (i) any Credit Party or Subsidiary of any Credit Party liquidates, dissolves, terminates or suspends its business operations or otherwise fails to operate its business in the ordinary course; provided , the foregoing notwithstanding any of the Elevate Credit Subsidiaries (other than a Borrower) may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time or (ii) the authority or ability of any Credit Party or Subsidiary of any Credit Party to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Credit Party, any of their Subsidiaries or any of their respective assets;

(p) Ken Rees shall, at any time for any reason, cease to be employed by Elevate Credit in the same position and with duties substantially similar to those held as of the Fourth Restatement Closing Date, unless a replacement reasonably satisfactory to Agent shall have been appointed and employed within ninety (90) days of his cessation of employment;

(q) any material decline or depreciation in the value or market price of the Collateral (whether actual or reasonably anticipated), which causes the Collateral, in the reasonable opinion of Agent acting in good faith, to become unsatisfactory as to value or character, or which causes the Agent to reasonably believe that the Obligations are inadequately secured and that the likelihood for repayment of the Obligations is or will soon be materially impaired, time being of the essence;

(r) (i) the occurrence of one or more ERISA Events which individually or in the aggregate result(s) in or could reasonably be expected to result in liability of the Credit Parties or any of their Subsidiaries in excess of $100,000 during the term hereof; or (ii) the existence of any fact or circumstance that could reasonably be expected to result in the imposition of a Lien pursuant to Section 430(k) of the Code or ERISA or a violation of Section 436 of the Code; or

(s) any default or event of default (monetary or otherwise) by a Credit Party shall occur with respect to any Material Contract, which if curable has not been cured in accordance with the provisions of the applicable Material Contract and that could have a Material Adverse Effect.

Section 10.2 Termination of Commitments and Acceleration Right .

(a) Promptly after the occurrence of an Event of Default, the Borrower Representative shall deliver written notice thereof via email, facsimile and overnight courier (an “ Event of Default Notice ”) to the Agent. At any time after the earlier of the Agent’s receipt of an Event of Default Notice and the Agent becoming aware of an Event of Default which has not been cured or waived, (i) the Agent may (or, solely with respect to the US Term Note Commitments of the applicable Lenders to fund additional draws under the US Term Notes, at the direction of the Required US Term Note Lenders, shall) declare all or any portion of the Commitment of each Lender to fund additional draws under the Notes to be suspended or terminated by delivering written notice thereof (an “ Event of Default Commitment Suspension or Termination Notice ”) to the Borrower Representative, which Event of Default Commitment Suspension or Termination Notice shall indicate the portion of the Commitments that the Agent is suspending or terminating, whereupon such Commitments shall forthwith be suspended or terminated, and/or (ii) the Agent may require the Borrowers to redeem all or any portion of the Notes (provided, that any redemption of any portion of the Notes (including any tranche thereof) that changes the priority of payment to which the US Term Notes are entitled under this Agreement shall also require the consent of the Required US Term Note Lenders and, to the extent not included in the foregoing consent by Required US Term Note Lenders, the consent of each other Lender or Holder that holds, individually, an aggregate principal amount of US Term Note Commitments and outstanding US Term Notes of $20,000,000 or more (which consent may be in the form of an email to Agent)) (an “ Event of Default Redemption ”) by delivering written notice thereof (the “ Event of Default Redemption Notice ”) to the Borrower Representative, which Event of Default Redemption Notice shall indicate the tranche(s) and portion(s) of the Notes that the Agent is requiring the Borrowers to redeem (to be allocated on a pro rata basis

with respect to the applicable outstanding Notes), whereupon a corresponding pro rata portion of the applicable Commitments in respect thereof shall forthwith be terminated effective upon the date of such Event of Default Redemption Notice; provided , that upon the occurrence of any Event of Default described in Section 10.1(c) or Section 10.1(d), and without any action on behalf of the Agent, any Holder or any Lender, the Commitments, in whole, shall automatically be terminated and the Notes shall automatically be redeemed by the Borrowers. All Notes subject to redemption by the Borrowers pursuant to this Section 10.2 shall be redeemed by the Borrowers at a price equal to the outstanding principal amount of such Notes, plus accrued and unpaid interest, accrued and unpaid Late Charges, accrued and unpaid Prepayment Premium, and all other amounts due under the Transaction Documents (the “ Event of Default Redemption Price ”); provided , the foregoing notwithstanding, the Prepayment Premium shall not be due solely in connection with an Event of Default Redemption occurring as a result of the occurrence of an Event of Default of the type described in Sections 10.1(n)(ii), 10.1(n)(iii) or 10.1(n)(iv) so long as no other Event of Default shall be in existence at such time.

(b) In the case of an Event of Default Redemption, the Borrowers shall deliver the applicable Event of Default Redemption Price to the Agent within three (3) Business Days after the Borrower Representative’s receipt of the Event of Default Redemption Notice. In the case of an Event of Default Redemption of less than all of the principal of a tranche of the Notes, the applicable Borrower shall promptly cause to be issued and delivered to the applicable Holders new Notes (in accordance with Section 2.7) representing the portion of the Commitments that have not been terminated as a result of such redemption.

Section 10.3 Consultation Rights . Without in any way limiting any remedy that the Agent, the Holders or the Lenders may have, at law or in equity, under any Transaction Document (including under the foregoing provisions of this ARTICLE 10) or otherwise, upon the occurrence and during the continuance of any Event of Default, upon the request of the Agent, the Credit Parties shall hire or otherwise retain a consultant, advisor or similar Person acceptable to the Agent to advise the Credit Parties with respect to their business and operations.

Section 10.4 Other Remedies . The remedies provided herein and in the Notes shall be cumulative and in addition to all other remedies available under any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the Agent’s, any Lender’s or any Holder’s right to pursue actual damages for any failure by the Credit Parties to comply with the terms of this Agreement, the Notes and the other Transaction Documents. Amounts set forth or provided for herein and in the Notes with respect to payments and the like (and the computation thereof) shall be the amounts to be received by the Agent, the Holders and/or the Lenders and shall not, except as expressly provided herein, be subject to any other obligation of the Credit Parties (or the performance thereof). Each of the Credit Parties acknowledges that a breach by it of its obligations hereunder and under the Notes and the other Transaction Documents will cause irreparable harm to the Agent, the Holders and the Lenders and that the remedy at law for any such breach may be inadequate. The Credit Parties therefore agree that, in the event of any such breach or threatened breach, the Agent, the Holders and the Lenders shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any

bond or other security being required.

Section 10.5 Application of Proceeds .

(a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, Borrowers irrevocably waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of the Borrowers or any other Credit Party of all or any part of the Obligations, and, as between the Credit Parties on the one hand and Agent and Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent.

(b) Following the occurrence and during the continuance of an Event of Default, any and all voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations shall be delivered to the Agent and shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Transaction Documents or the Collateral; second, to accrued and unpaid interest on the First Out Notes on a pro rata basis with respect to the outstanding First Out Notes; third, to the principal amount of the First Out Notes and to any Prepayment Premium thereon then due and owing on a pro rata basis with respect to the outstanding First Out Notes; fourth, to accrued and unpaid interest on the Fourth Tranche US Last Out Term Notes on a pro rata basis with respect to the outstanding Fourth Tranche US Last Out Term Notes; fifth, to the principal amount of the Fourth Tranche US Last Out Term Notes and to any Prepayment Premium thereon then due and owing on a pro rata basis with respect to the Fourth Tranche US Last Out Term Notes.

(c) Any payments, prepayments or proceeds of Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Agent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrower Representative or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the applications set forth in this Section 10.5, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category.

ARTICLE 11

BANKRUPTCY MATTERS

In the event of any Insolvency Proceeding involving a Credit Party or the liquidation or dissolution of a Credit Party:

Section 11.1 General. This Agreement shall be applicable both before and after the filing of any Insolvency Proceeding, including, without limitation, any case or proceeding of the type described in Sections 10.1(c) or 10.1(d) of this Agreement, and all converted or succeeding cases in respect thereof, and all references herein to any Credit Party shall be deemed to apply to

the trustee for such Credit Party and such Credit Party as a debtor-in-possession. The relative rights of the First Out Note Holders and the Last Out Note Holders, including, without limitation, in respect of (a) any Collateral or proceeds thereof and (b) the order of application of all payments in respect of Obligations, shall continue after the filing of such petition on the same basis as prior to the date of such filing, subject to any court order approving the financing of, or use of cash collateral by, any Credit Party. This Agreement shall be enforceable in any Insolvency Proceeding in accordance with its terms. In furtherance of the foregoing, any payment or distribution which is payable or deliverable in such Insolvency Proceeding in respect of any of the Notes, whether in cash, securities, or other property, shall be paid or delivered in accordance with the terms of this Agreement, and all receivers, trustees, liquidators, custodians, conservators and others having authority in the premises are each irrevocably authorized, empowered and directed to effect all such payments and deliveries. Each Last Out Note Holder acknowledges and agrees that because of their differing rights in proceeds of the Collateral, the Obligations in respect of the Fourth Tranche US Last Out Term Notes are fundamentally different from the Obligations in respect of the First Out Notes and must be separately classified in any plan of reorganization proposed or confirmed in any Insolvency Proceeding involving any Borrower or other Credit Party as a debtor. No Last Out Note Holder shall seek in any such Insolvency Proceeding to be treated as part of the same class of creditors as the First Out Note Holders or shall oppose any pleading or motion by the First Out Note Holders for the First Out Note Holders and the Last Out Note Holders to be treated as separate classes of creditors.

Section 11.2 Post Petition Financing; Etc. In the event of the filing of any Insolvency Proceeding, including, without limitation, any case or proceeding of the type described in Sections 10.1(c) or 10.1(d) of this Agreement, by or against any Credit Party, until no Credit Exposure exists (other than Credit Exposure with respect to the Fourth Tranche US Last Out Term Notes):

(a) if any such Credit Party or Credit Parties as debtor(s)-in-possession (or a trustee appointed on behalf of such Credit Party or Credit Parties) shall move for either approval of financing (“ DIP Financing ”) to be provided by the Agent or any of the Lenders (other than the Last Out Note Holders) (or to be provided by any other Person or group of Persons with the consent of the Agent) under Section 364 of the Bankruptcy Code or the use of cash collateral with the consent of the Agent and the Lenders (other than the Last Out Note Holders) under Section 363 of the Bankruptcy Code, then each Last Out Note Holder agrees as follows: (i) adequate notice to such Last Out Note Holder for such DIP Financing or use of cash collateral shall be deemed to have been given to the Last Out Note Holders if the Last Out Note Holders receive notice in advance of the hearing to approve such DIP Financing or use of cash collateral on an interim basis and at least 5 Business Days in advance of the hearing to approve such DIP Financing or use of cash collateral on a final basis, (ii) no Last Out Note Holder will request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing, and (iii) no Last Out Note Holder shall contest or oppose in any manner any adequate protection provided to the Agent and the Lenders (other than the Last Out Note Holders) as adequate protection of their interests in the Collateral, any DIP Financing or any cash collateral use and shall be deemed to have waived any objections to such adequate protection, DIP Financing or cash collateral use, including, without limitation, any objection alleging Credit Parties’ failure to provide “adequate protection” of the interests of the Last Out Note Holders in the Collateral; and

(b) no Last Out Note Holder or any of its Affiliates shall (i) propose, move for approval of or make any DIP Financing, (ii) propose or, except as required by clause (ii)(x) of the last sentence of Section 13.6, vote (to the extent such vote is required to satisfy Section 1129(a)(10) of the Bankruptcy Code) in favor of any chapter 11 plan that seeks confirmation of a plan of reorganization that would “cram down” the class of claims held by the Lenders in respect of the Obligations (other than the Fourth Tranche US Last Out Term Notes) under Section 1129(b)(2)(A) of the Bankruptcy Code, or (iii) take any other action that would otherwise result or potentially result in any “cram down” of the Obligations (other than Fourth Tranche US Last Out Term Notes), any DIP Financing or any claims of the holders of the Obligations (other than the Fourth Tranche US Last Out Term Notes), in each case, unless the Agent and the Lenders then holding more than sixty-six and two-thirds percent (66 2/3%) of the aggregate Commitments then in effect plus the aggregate unpaid principal balance of the Notes then outstanding consent in writing and in advance to such action.

Section 11.3 Commencement of Insolvency Proceedings . Notwithstanding any rights or remedies available to any Last Out Note Holder under any Transaction Document, applicable law or otherwise, prior to the Maturity Date (as the same may be extended) of the Fourth Tranche US Last Out Term Notes, no Last Out Note Holder shall commence an Insolvency Proceeding against any Borrower or any other Credit Party.

Section 11.4 Bankruptcy Sale . No Last Out Note Holder shall object to or oppose a sale or other disposition of any Collateral free and clear of Liens or other claims under Section 363 of the Bankruptcy Code on any grounds that may be asserted by a holder of a Lien on such Collateral (and shall be deemed to have consented to such sale in its capacity as a secured creditor for the purposes of Section 363) if the Agent has consented to such sale or disposition of such Collateral, and no Last Out Note Holder shall request that it or any other Person be granted adequate protection of its Lien on such Collateral if the Agent has consented to such sale or disposition of such Collateral and so long as any Lien of the Agent on such Collateral attaches to the proceeds of such sale or disposition.

Section 11.5 Relief from Stay . No Last Out Note Holder shall (a) seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral, without the prior written consent of Agent, or (b) oppose any request by Agent or any Lender (other than the Last Out Note Holders) to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Collateral.

ARTICLE 12

AGENCY PROVISIONS

Section 12.1 Appointment . Each of the Holders and Lenders hereby irrevocably

designates and appoints Agent as the administrative agent and collateral agent of such Holder or such

Lender (or the Holders or Lenders represented by it) under this Agreement and the other Transaction Documents for the term hereof (and Agent hereby accepts such appointment), and each such Holder and Lender irrevocably authorizes Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents and to exercise such powers and perform such duties as are expressly delegated to the Agent by the terms of this

Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement or the other Transaction Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or the other Transaction Documents or otherwise exist against the Agent. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and Holders), and is hereby authorized, to (a) act as the disbursing and collecting agent for the Lenders and Holders with respect to all payments and collections arising in connection with the Transaction Documents (including in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Transaction Document to any Lender or Holder is hereby authorized to make such payment to Agent, (b) file and prove claims and file other documents necessary or desirable to allow the claims of the Agent, Lenders and Holders with respect to any Obligation in any proceeding described in Sections 10.1(c) or 10.1(d) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (c) act as collateral agent for itself and each Lender and Holder for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (d) manage, supervise and otherwise deal with the Collateral, (e) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Transaction Documents, (f) except as may be otherwise specified in any Transaction Document, exercise all remedies given to Agent, the Lenders and the Holders with respect to the Credit Parties and/or the Collateral, whether under the Transaction Documents, applicable Requirements or otherwise and (g) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Lender or Holder that has consented in writing to such amendment, consent or waiver; provided , however , that Agent hereby appoints, authorizes and directs each Lender and Holder to act as collateral sub-agent for Agent, the Lenders and the Holders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalent Investments held by, such Lender or Holder, and may further authorize and direct the Lenders and the Holders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and Holder hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. Sections 12.5 and 12.9 shall apply to any collateral sub-agent described in the proviso to the immediately preceding sentence and its Related Parties in connection with their respective actions and activities described therein. Any reference to the Agent in this Agreement or the other Transaction Documents shall be deemed to refer to the Agent solely in its capacity as Agent and not in its capacity, if any, as a Holder or a Lender. Under the Transaction Documents, Agent (a) is acting solely on behalf of the Agent, Lenders and Holders (except to the limited extent provided in Section 2.9 with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent” and “collateral agent” and similar terms in any Transaction Document to refer to Agent, which terms are used for title purposes only, (b) is not assuming any obligation

under any Transaction Document other than as expressly set forth therein or any role as agent (except as expressly set forth in this Agreement and the other Transaction Documents), fiduciary or trustee of or for any Lender, Holder or any other Person and (c) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Transaction Document, and each Lender and Holder, by accepting the benefits of the Transaction Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (a) through (c) of this sentence.

Section 12.2 Binding Effect. Each Lender and Holder, by accepting the benefits of the Loan Documents, agrees that (a) any action taken by Agent (or, when expressly required hereby, all the Holders) in accordance with the provisions of the Transaction Documents, (b) any action taken by Agent in reliance upon the instructions of Required Lenders (or, when expressly required hereby, all the Holders) and (c) the exercise by Agent (or, when expressly required hereby, all the Holders) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders and Holders.

Section 12.3 Use of Discretion . Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (a) under any Transaction Document or (b) pursuant to instructions from all the Holders, when expressly required hereby. Notwithstanding the foregoing, Agent shall not be required to take, or to omit to take, any action (a) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders and/or Holders (or, to the extent applicable and acceptable to Agent, any other Person) against all liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any of its Related Parties or (b) that is, in the opinion of Agent or its counsel, contrary to any Transaction Document or applicable Requirement. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the authority to enforce rights and remedies hereunder and under the other Transaction Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent in accordance with the Transaction Documents for the benefit of all the Lenders and the Holders; provided , that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Transaction Documents, (b) any Lender or Holder from exercising setoff rights in accordance with Section 13.17(a) or (c) any Lender or Holder from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided , further that if at any time there is no Person acting as Agent hereunder and under the other Transaction Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Article 10 and (B) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 13.17(a), any Lender or Holder may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 12.4 Delegation of Duties . The Agent may execute any of its respective duties under this Agreement or the other Transaction Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in fact selected by the Agent with reasonable care.

Section 12.5 Exculpatory Provisions . Neither the Agent nor any of its Related Parties shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except for actions occasioned by its or such Person’s own gross negligence or willful misconduct), or (b) responsible in any manner to any of the Holders or Lenders for any recitals, statements, representations or warranties made by the Credit Parties or any of their Subsidiaries or any officer thereof contained in this Agreement, the other Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or the other Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document or for any failure of the Credit Parties or any of their Subsidiaries to perform its obligations hereunder or thereunder. The Agent shall not be under any obligation to any Holder or any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or of any other Transaction Document, or to inspect the properties, books or records of the Credit Parties or any of their Subsidiaries.

Section 12.6 Reliance by Agent . The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrowers), independent accountants and other experts selected by the Agent. The Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless the Agent shall have actual notice of any transferee. The Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Transaction Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby, all the Holders) as it deems appropriate, if any, or it shall first be indemnified to its satisfaction by the Holders and Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct (each as determined in a final, non-appealable judgment by a court of competent jurisdiction). The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Transaction Documents in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Holders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Holders and Lenders and all future Holders and Lenders. Without limiting the foregoing, Agent:

(a) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent);

(b) shall not be responsible to any Lender, Holder or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any

Transaction Document; and

(c) makes no warranty or representation, and shall not be responsible, to any Lender, Holder or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Party of any Credit Party in connection with any Transaction Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Transaction Documents;

and, for each of the items set forth in clauses (a) through (c) above, each Lender, Holder and Credit Party hereby waives and agrees not to assert (and Borrowers shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

Section 12.7 Notices of Default . The Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default hereunder or under any other Transaction Document unless it has received notice of such Event of Default in accordance with the terms hereof or thereof or notice from a Holder, a Lender or the Borrowers referring to this Agreement or the other Transaction Documents describing such Event of Default and stating that such notice is a “notice of default.” In the event that the Agent receives such a notice, it shall promptly give notice thereof to the Holders and Lenders. The Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the best interests of the Holders and Lenders, except to the extent that other provisions of this Agreement or the other Transaction Documents expressly require that any such action be taken or not be taken only with the consent and authorization or upon the request of all the Holders.

Section 12.8 Non Reliance on the Agent and Other Holders . Each of the Holders and Lenders expressly acknowledges that neither the Agent nor any of its respective officers, directors, employees, agents, attorneys in fact, Subsidiaries or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Credit Parties or any of their Subsidiaries, shall be deemed to constitute any representation or warranty by the Agent to any Holder or Lender. Each of the Holders and Lenders represents that it has made and will continue to make, independently and without reliance upon the Agent or any other Holder or Lender, and based on such documents and information as it shall deem appropriate at the time, its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Holders and Lenders by the Agent hereunder or under the other Transaction Documents, the Agent shall not have any duty or responsibility to provide any Holder or Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Credit Parties or any of their Subsidiaries which may come into the possession of the Agent or any of its respective officers, directors, employees, agents, attorneys in fact, Subsidiaries or Affiliates.

Section 12.9 Indemnification . Each of the Holders and Lenders hereby agrees to indemnify the Agent in its capacity as such (to the extent not reimbursed by the Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to the respective amounts of their Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Notes) be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, the other Transaction Documents, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Holder or Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent they result from the Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. The agreements in this Section 12.9 shall survive the payment of the Notes and all other amounts payable hereunder and the termination of this Agreement and the other Transaction Documents.

Section 12.10 The Agent in Its Individual Capacity . The Agent and its Subsidiaries and Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties or any of their Subsidiaries as though the Agent were not an Agent hereunder. With respect to any Note issued to it, the Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any Holder or Lender and may exercise the same as though it were not an Agent, and the terms “Holders” and “Lenders” shall include the Agent in its individual capacity.

Section 12.11 Resignation or Removal of the Agent; Successor Agent . The Agent may resign as Agent at any time by giving thirty (30) days advance notice thereof to the Holders and Lenders and the Borrowers and, thereafter, the retiring Agent shall be discharged from its duties and obligations hereunder. If the Agent becomes subject to an insolvency proceeding under Bankruptcy Law that is not dismissed within sixty (60) days after commencement thereof or ceases to operate its business as a going concern, the Required Lenders (determined solely for purposes of this sentence without taking into account any Lenders or Holders that are Affiliates of Agent) may, upon 20 days’ prior written notice, remove the Agent and, thereafter, the removed Agent shall be discharged from its duties and obligations hereunder. Upon any such resignation or removal, the Required Lenders (determined, solely in the case of the removal of Agent in accordance with the immediately preceding sentence, without taking into account any Lenders or Holders that are Affiliates of Agent) shall have the right to appoint a successor Agent. If no successor Agent shall have been so appointed by the Required Lenders, then the Agent may, on behalf of the Holders and Lenders, appoint a successor Agent reasonably acceptable to the Borrowers (so long as no Event of Default has occurred and is continuing) and, in the case of a removal of Agent, reasonably acceptable to Required Lenders (determined solely for purposes of this sentence without taking into account any Lenders or Holders that are Affiliates of Agent). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring or removed Agent, as applicable. After any retiring Agent’s resignation hereunder as Agent or any removed Agent’s removal hereunder as Agent, as the case maybe, the

provisions of this Section 12.11 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. If no successor has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation or a removed Agent’s receipt of a notice of removal, as applicable, the retiring Agent’s resignation or the removed Agent’s removal, as the case may be, shall nevertheless thereupon become effective and the Required Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Notwithstanding the foregoing, the resignation of the Agent may, at the election of the Agent upon prior written notice thereof to the Last Out Note Holders and the Borrower Representative, be effective immediately upon the date that no Credit Exposure exists (other than Credit Exposure with respect to the Fourth Tranche US Last Out Term Notes). Upon receipt of any such notice of resignation under the immediately preceding sentence, Last Out Note Holders holding greater than fifty percent (50%) of the outstanding principal balance of the Fourth Tranche US Last Out Term Notes shall have the right to appoint a successor Agent. From and following the effectiveness of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Transaction Documents and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Last Out Note Holders holding greater than fifty percent (50%) of the outstanding principal balance of the Fourth Tranche US Last Out Term Notes appoint a successor Agent as provided for above in this Section 12.11.

Section 12.12 Reimbursement by Holders and Lenders . To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under Section 13.1 or Section 13.12 to be paid by it to the Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Holder and Lender severally agrees to pay to the Agent (or any such sub agent) or such Related Party, as the case may be, such Holder’s or Lender’s applicable percentage thereof (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) in connection with such capacity. For the purposes of this Section 12.12, the “applicable percentage” of a Holder or a Lender shall be the percentage of the total aggregate principal amount of the Notes represented by the Notes held by such Holder or Lender at such time.

Section 12.13 Withholding . To the extent required by any Requirement, Agent may withhold from any payment to any Lender or Holder under a Transaction Document an amount equal to any applicable withholding Tax (including withholding Taxes imposed under Chapters 3 and 4 of Subtitle A of the Code). If the IRS or any other Governmental Authority asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender or Holder (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such Lender or Holder failed to notify Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, failed to maintain a Participant Register

or for any other reason), or Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such Lender or Holder shall promptly indemnify Agent fully for all amounts paid, directly or indirectly, by Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by Agent, including legal expenses, allocated internal costs and out- of-pocket expenses. Agent may offset against any payment to any Lender or Holder under a Transaction Document, any applicable withholding tax that was required to be withheld from any prior payment to such Lender or Holder but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification from such Lender or Holder under this Section 12.13.

Section 12.14 Release of Collateral or Guarantors . Each Lender and Holder hereby consents to the release and hereby directs Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Subsidiary of a Borrower (other than a Subsidiary that is itself a Borrower) from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Transaction Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations; and

(b) any Lien held by Agent for the benefit of the Lenders and Holders against

(i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Transaction Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to this Agreement after giving effect to such transaction have been granted, (ii) any property subject to a Lien permitted hereunder in reliance upon clause (xiii) of the definition of Permitted Liens and

(iii) all of the Collateral and all Credit Parties, upon (A) indefeasible payment in full in cash of the Obligations under the Transaction Documents and termination of the Transaction Documents (including all commitments (if any) to lend hereunder and (B) to the extent requested by Agent, receipt by Agent and the Lenders and Holders of liability releases from the Credit Parties each in form and substance acceptable to Agent.

ARTICLE 13 MISCELLANEOUS

Section 13.1 Payment of Expenses . The Credit Parties shall reimburse the Agent, the

Lenders and the Holders on demand for all reasonable costs and expenses, including, without limitation, legal expenses and reasonable attorneys’ fees (whether for internal or outside counsel), incurred by the Agent, the Lenders and the Holders in connection with (i) the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, this Agreement and any other Transaction Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, and any other transactions between the Credit Parties and the Agent, the Lenders and the Holders, including, without limitation, UCC and other public record searches and filings, overnight courier or other express or messenger delivery, appraisal costs,

surveys,

title insurance and environmental audit or review (including due diligence review) costs; provided , that the aggregate amount of such cost and expenses which shall be required to be reimbursed under this Agreement and the other Transaction Documents with regard to all matters through and including the Second Restatement Closing Date shall not exceed $100,000; (ii) the collection, protection or enforcement of any rights in or to the Collateral; (iii) the collection of any Obligations; (iv) the administration and enforcement of Agent’s, any Lender’s and any Holder’s rights under this Agreement or any other Transaction Document (including, without limitation, any costs and expenses of any third party provider engaged by Agent, the Lenders or the Holders for such purposes, and any costs and expenses incurred in connection with the forbearance of any of the rights and remedies of the Agent, the Lenders and any Holders hereunder); (v) any refinancing or restructuring of the Notes whether in the nature of a “work-out,” in any insolvency or bankruptcy proceeding or otherwise, and whether or not consummated; (vi) the assignment, transfer or syndication of the Notes; and (vii) any liability for any Non-Excluded Taxes, if any, including any interest and penalties, and any finder’s or brokerage fees, commissions and expenses (other than any fees, commissions or expenses of finders or brokers engaged by the Agent, the Lenders and/or the Holders), that may be payable in connection with the purchase of the Notes contemplated by this Agreement and the other Transaction Documents. The Credit Parties shall also pay all normal service charges with respect to all accounts maintained by the Credit Parties with the Lenders and/or the Holders and any additional services requested by the Credit Parties from the Lenders and/or the Holders. All such costs, expenses and charges shall constitute Obligations hereunder, shall be payable by the Credit Parties to the applicable Lenders or Holders on demand, and, until paid, shall bear interest at the highest rate then applicable to the Notes hereunder. Without limiting the foregoing, if (a) any Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or any Holder or Lender otherwise takes action to collect amounts due under such Note or to enforce the provisions of this Agreement or such Note or (b) there occurs any bankruptcy, reorganization, receivership of any Credit Party or other proceedings affecting creditors’ rights and involving a claim under this Agreement or such Note, then the Credit Parties shall pay the costs incurred by such Holder or such Lender for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, but not limited to, reasonable attorneys’ fees and disbursements (including such fees and disbursements related to seeking relief from any stay, automatic or otherwise, in effect under any Bankruptcy Law).

Section 13.2 Governing Law; Jurisdiction; Jury Trial . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Wilmington, Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such

party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.3 Counterparts . This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party; provided that a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature.

Section 13.4 Headings . The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

Section 13.5 Severability . If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Section 13.6 Entire Agreement; Amendments . This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between the Agent, the Holders, the Lenders, the Credit Parties, their Affiliates and Persons acting on their behalf with respect to the matters discussed herein and therein, and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, none of the Credit Parties or the Agent, any Holder or any Lender makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement, the Securities or any of the other Transaction Documents may be amended or waived other than by an instrument in writing signed by the Credit Parties and the Agent ( provided , that no amendment or waiver hereof shall (a) increase or extend any Commitment of a Lender, (b) extend the Maturity Date of any Note or postpone or delay any date fixed for the scheduled payment of principal or any payment of interest, fees or other amounts (other than principal) due to the Lenders (or any of them) (it being agreed that, for purposes of clarification, mandatory redemptions pursuant to Section 2.3(b) may be postponed, delayed, reduced, waived or modified in accordance with Section 2.3(d) or otherwise with the consent of the Agent), (c) decrease the amount or rate of interest (it being agreed that waiver of the Default Rate shall only require the consent of the Agent), premium, principal or other amounts payable hereunder or under any Note or forgive or waive any such payment (it being agreed that mandatory redemptions pursuant to Section 2.3(b) may be postponed, delayed, reduced, waived or modified in accordance with Section 2.3(d) or otherwise with the consent of the

Agent), (d) change Section 2.1(f) or 10.5(b) or any other provision of this Agreement that specifies the priority of payment among the Notes, (e) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Notes which shall be required

for the Lenders or any of them to take any action hereunder or, subject to the terms of this Agreement, change the definition of Required Lenders or the definition of Required US Term Note Lenders, (f) discharge any Credit Party from its respective payment Obligations under the Transaction Documents, or release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Transaction Documents, (g) modify this Section 13.6 or (h) disproportionately and adversely affect any Lender or Holder as compared to other Lenders or Holders, in each case, without the consent of all Lenders and Holders directly affected thereby (which consent may be in the form of an email to Agent); provided , further , that no amendment or waiver hereof shall waive or agree to forbear with respect to any Event of Default arising under Section 10.1(a) (solely with respect to a failure to pay principal, interest or Unused US Term Note Commitment Fee), Section 10.1(b) or Section 10.1(f) (solely with respect to a breach of Section 8.1) without the consent of each Lender and Holder directly affected thereby that holds, individually, an aggregate principal amount of US Term Note Commitments and outstanding US Term Notes of $20,000,000 or more (which consent may be in the form of an email to Agent)), and any amendment or waiver to this Agreement made in conformity with the provisions of this Section 13.6 shall be binding on all Lenders and all Holders, as applicable. None of the Credit Parties has, directly or indirectly, made any agreements with the Agent, any Lenders or any Holders relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, each of the Credit Parties confirms that, except as set forth in this Agreement, none of Agent, any Lender or any Holder has made any commitment or promise or has any other obligation to provide any financing to the Credit Parties or otherwise. Whether or not it is held that the foregoing provisions are enforceable in any Insolvency Proceeding pertaining to any Borrower or any other Credit Party, (i) no Last Out Note Holder shall assert any claim, motion, objection or argument in respect of Fourth Tranche US Last Out Term Notes that could otherwise be asserted or raised in any Insolvency Proceeding by a Lender or Holder, except to the extent such Person is not being treated ratably with all other Last Out Note Holders and (ii) in connection with the voting of any plan in any such proceeding, (x) if Lenders (that are not Last Out Note Holders) holding greater than sixty-six and two-thirds percent (66 ^2/3 %) in amount and at least fifty percent (50%) in number of the claims of such Lenders (that are not Last Out Note Holders) vote in favor of a plan, each Last Out Note Holder shall vote its claim in respect of Fourth Tranche US Last Out Term Notes in favor of such plan and (y) no Last Out Note Holder shall vote its claim in respect of Fourth Tranche US Last Out Term Notes in favor of any plan that is not supported by those Lenders (that are not Last Out Note Holders) holding greater than sixty-six and two-thirds percent (66 ^2/3 %) in amount and at least fifty percent (50%) in number of the claims of such Lenders (that are not Last Out Note Holders).

Section 13.7 Notices . Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile ( provided , confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or e-mail (provided, confirmation of receipt is verified by return email from the receiver

or by other written means); or (iii) one Business Day after deposit with an overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to any of the Credit Parties:

c/o Elevate Credit, Inc.

4150 International Plaza, Suite 400 Fort Worth, Texas 76109

USA

Attention: Chief Executive Officer Facsimile: 817-546-2700

E-Mail: krees@elevate.com

with a copy (for informational purposes only) to:

Coblentz, Patch, Duffy & Bass LLP One Montgomery Street, Suite 3000

San Francisco, California 94104

USA

Telephone: (415) 391-4800

Facsimile: (415) 989-1663

Attention: Paul J. Tauber, Esq. E-Mail: pjt@cpdb.com

and a copy (for informational purposes only) to:

Walker Morris LLP

Kings Court, 12 King Street, Leeds, LS1 2HL Telephone: +44 (0)113 283 2504

Attention: Michael Taylor, Partner

E-Mail: michael.taylor@walkermorris.co.uk

If to the Agent:

Victory Park Management, LLC

150 N. Riverside Plaza, Suite 5200

Chicago, Illinois 60606 USA

Telephone: (312) 705-2786

Facsimile: (312) 701-0794

Attention: Scott R. Zemnick, General Counsel

E-mail: szemnick@vpcadvisors.com

with a copy (for informational purposes only) to: Katten Muchin Rosenman LLP

525 West Monroe Street

Chicago, Illinois 60661

USA

Telephone: (312) 902-5297 and (312) 902-5495

Facsimile: (312) 577-8964 and (312) 577-8854

Attention: Mark R. Grossmann, Esq. and Scott E. Lyons, Esq.

E-mail: mg@kattenlaw.com and scott.lyons@kattenlaw.com

If to a Lender, to its address, facsimile number and e-mail address set forth on the Schedule of Lenders , with copies to such Lender’s representatives as set forth on the Schedule of Lenders ,

If to a Holder (that is not also a Lender), to the address, facsimile number and e-mail address as such Holder has specified by written notice given to each other party at the time such Holder has become a Holder hereunder,

or to such other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clauses (i), (ii) or (iii) above, respectively.

Section 13.8 Successors and Assigns; Participants . This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns, including any purchasers of the Notes or the Conversion Shares. None of the Credit Parties shall assign this Agreement or any rights or obligations hereunder without the prior written consent of Agent, including by way of a Change of Control. Subject to the provisions of Section 2.7, 2.8 and 2.9 hereof, a Lender or Holder may assign some or all of its rights and obligations hereunder in connection with the transfer of any of its Notes or Conversion Shares to any Person (an “ Assignee ”), with the prior written consent of the Agent and, so long as no Event of Default exists, the Borrower Representative (which consent of the Borrower Representative shall not be unreasonably withheld, conditioned or delayed and neither of which consents shall be required for an assignment by (i) a Lender to an Assignee that is (A) another Lender or Holder

or (B) an Affiliate of such assigning Lender or (ii) a Holder to an Assignee that is (A) another Holder or Lender or (B) an Affiliate of such assigning Holder); provided , however , that (a) the Borrower Representative shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten (10) Business Days after having received notice thereof, (b) for purposes of clarification, the Borrower Representative hereby consents to any such assignment (including, without limitation, a Principal Only Assignment (as defined below)) to each of (i) Raven Capital Management, LLC, (ii) Hudson Cove Capital Management LLC, (iii) BasePoint Capital and/or (iv) their respective Affiliates, (c) anything herein to the contrary notwithstanding, the UK Term Notes may not be offered, sold or delivered, directly or indirectly, within the United Kingdom or to, or for the account or benefit of a Person within the United Kingdom and no transfer of UK Term Notes made in breach of this restriction will be registered by the UK Borrower and (d) no Notes or Commitments may be offered, assigned, sold or delivered by a Lender or Holder that is not an Affiliate of Agent to any Person (other than to (x) an Affiliate of such Lender or Holder or (y) to a Lender or Holder that is an Affiliate of Agent) without first offering to Agent and Agent’s designees an opportunity to purchase such Notes and/or Commitments at their fair market value (such fair market value to be reasonably determined by such transferring Lender or Holder and Agent, provided, that if such transferring Lender or Holder obtains a bona fide offer from a third party that is a permitted Assignee for such Notes and/or Commitments and such Lender or Holder is prepared to accept such offer, the fair market value shall be the price offered by such third party for such Notes and/or Commitments). Each such permitted Assignee shall be deemed to be the Lender (or, as provided below, a Holder) hereunder with respect to such assigned rights and obligations, and the Credit Parties shall ensure that such transferee is registered as a Holder and that any Liens on the Collateral shall be for the benefit of such Holder (as well as the other Holders of Notes). Notwithstanding anything in this Agreement to the contrary, Agent may from time to time update the Schedule of Lenders attached hereto to reflect any assignments made pursuant to this Section 13.8. For purposes of clarification, a Lender may assign all or a portion of such Lender’s outstanding Notes (and its corresponding rights and obligations hereunder in connection therewith) with or without an assignment of all or a portion of such Lender’s portion of the applicable Commitments. Any Assignee of all or a portion of a Lender’s outstanding Notes (and its corresponding rights and obligations hereunder in connection therewith) who shall not have also been assigned all or a portion of such Lender’s Commitment(s) (such assignment, a “ Principal Only Assignment ”), shall be deemed a “Holder” and not a “Lender” hereunder, and all or such portion of the Notes held by such Lender that shall have been assigned to such Holder pursuant to the Principal Only Assignment shall be evidenced by and entitled to the benefits of this Agreement and, if requested by such Holder, a Note payable to such Holder in an amount equal to the principal amount of outstanding Notes as shall have been assigned to such Holder pursuant to such Principal Only Assignment. For the avoidance of doubt, any Assignee of a Principal Only Assignment shall have no obligation to fund or advance any draws under this Agreement or any Note. For purposes of determining whether the Borrowers have reached the Maximum US Term Note Commitment, Maximum UK Term Note Commitment, and/or Maximum Fourth Tranche US Last Out Term Note Commitment hereunder, any principal amount of Notes outstanding with respect to a Principal Only Assignment shall be included in such determination. In connection with any permitted assignment by a Holder of some or all of its rights and obligations hereunder, upon the request of such Holder, the Borrowers shall cause to be delivered to the Assignee thereof either (i) a letter from Outside Legal Counsel indicating that it may rely upon the opinion letter delivered by it pursuant to Section 5.1(f)(i) or (ii) an opinion from other legal counsel reasonably acceptable to the Assignee to the effect of such opinion letter, in either case dated on or before the effective date of such assignment. In addition to the other rights provided in this Section 13.8, each Lender may, without notice to or consent from Agent or the Borrower Representative, sell participations to one or more Persons in or to all or a portion of its rights

and obligations under the Transaction Documents (including all its rights and obligations with respect to the Notes); provided, however, that, whether as a result of any term of any Transaction Document or of such participation, (i) no such participant shall have a commitment, or be deemed to have made an offer to commit, to fund draws under the Notes hereunder, and, except as provided in the applicable participation agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Agent and other Lenders towards such Lender, under any Transaction Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the applicable Obligations in the Register, except that each such participant shall be entitled to the benefit of Section 2.6; provided , however , that in no case shall a participant have the right to enforce any of the terms of any Transaction Document, and (iii) the consent of such participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Transaction Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Transaction Documents (including the right to enforce or direct enforcement of the Obligations). Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Transaction Documents (the “ Participant Register ”); provided , that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant's interest in any commitments, loans, letters of credit or its other obligations under any Transaction Document) to any Person other than Agent except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent shall have no responsibility for maintaining a Participant Register.

Section 13.9 No Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section 13.10 Survival . The representations, warranties, agreements and covenants of the Credit Parties and the Lenders contained in the Transaction Documents shall survive the Fourth Restatement Closing. Each Lender and each Holder shall be responsible only for its own agreements and covenants hereunder.

Section 13.11 Further Assurances . Each Credit Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 13.12 Indemnification . In consideration of the Agent’s and each Lender’s execution and delivery of the Transaction Documents and acquisition of the Securities hereunder and in addition

to all of the Credit Parties’ other obligations under the Transaction Documents, subject to the 956 Limitations, the Credit Parties shall jointly and severally defend, protect, indemnify and hold harmless the Agent, each Lender, each other Holder, each of their respective Affiliates and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “ Indemnitees ”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “ Indemnified Liabilities ”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by any Credit Party in this Agreement, any other Transaction Documents, any Bank Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of any Credit Party contained in this Agreement, any other Transaction Documents, any Bank Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (c) the present or former status of any Credit Party as a U.S. real property holding corporation for federal income tax purposes within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, if applicable, (d) the Program and the Requirements and transactions otherwise contemplated by or further described in the Transaction Documents or any Bank Transaction Documents, including, without limitation, as a result of any litigation or administrative proceeding before any court or governmental or administrative body presently pending or threatened against any Indemnitee as a result of or arising from the foregoing, (e) the imposition of any Non-Excluded Taxes imposed on amounts payable under the Transaction Documents paid by such Indemnitee and any liabilities arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally asserted, (f) any improper use or disclosure or unlawful use or disclosure of Customer Information by a Credit Party or (g) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of any Credit Party) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement, any other Transaction Documents, any Bank Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Securities, or (iii) the status of such Lender or Holder as a lender to the Borrowers pursuant to the transactions contemplated by the Transaction Documents or any Bank Transaction Documents. To the extent that the foregoing undertakings by the Credit Parties may be unenforceable for any reason, the Credit Parties shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. No Credit Party shall assert, and each waives, any claim against the Indemnitees on any theory of liability for special, indirect, consequential or punitive damages arising out of, in connection with or as a result of, this Agreement of any of the other Transaction Documents or the transactions contemplated hereby or thereby. The agreements in this Section 13.12 shall survive the payment of the Obligations and the termination of the Commitments, this Agreement and the other Transaction Documents and the Bank Transaction Documents.

Section 13.13 No Strict Construction . The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

Section 13.14 Waiver . No failure or delay on the part of the Agent, any Holder or any Lender

in the exercise of any power, right or privilege hereunder or any of the other Transaction Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 13.15 Payment Set Aside . To the extent that any of the Credit Parties makes a payment or payments to the Agent, the Holders or the Lenders hereunder or pursuant to any of the other Transaction Documents or the Agent, the Holders or the Lenders enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to any of the Credit Parties, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Section 13.16 Independent Nature of the Lenders’ and the Holders’ Obligations and Rights . The obligations of each Lender and each Holder under any Transaction Document are several and not joint with the obligations of any other Lender or Holder, and no Lender or Holder shall be responsible in any way for the performance of the obligations of any other Lender or Holder under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by the Agent, any Lender or Holder pursuant hereto or thereto, shall be deemed to constitute the Agent, the Lenders and/or the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Agent, the Holders and/or the Lenders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents and each of the Credit Parties acknowledges that the Agent, the Lenders and the Holders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Lender and each Holder confirms that it has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Each Lender and each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Lender or Holder to be joined as an additional party in any proceeding for such purpose.

Section 13.17 Set-off; Sharing of Payments .

(a) Each of Agent, each Lender, each Holder and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Agent, such Lender, such Holder or any of their respective Affiliates to or for the credit or the account of any Borrower or any other Credit Party against any Obligation of any Credit Party now or hereafter existing, whether or not any demand was made under any

Transaction Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or Holder shall exercise any such right of setoff without the prior consent of Agent. Each of Agent, each Lender and each Holder agrees promptly to notify the Borrower Representative and Agent after any such setoff and application made by such Lender, Holder or its Affiliates; provided , however , that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 13.7(a) are in addition to any other rights and remedies (including other rights of setoff) that Agent, the Lenders, the Holders or their Affiliates, may have.

(b) If any Lender or Holder, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Sections 2.6 or 13.8 and such payment exceeds the amount such Lender or Holder would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the provisions of the Transaction Documents, such Lender or Holder shall purchase for cash from other Lenders or Holders such participations in their Obligations as necessary for such Lender or Holder to share such excess payment with such Lenders or Holders to ensure such payment is applied as though it had been received by Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower Representative, applied to repay the Obligations in accordance herewith); provided , however , that (i) if such payment is rescinded or otherwise recovered from such Lender or Holder in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or Holder without interest and (ii) such Lender or Holder shall, to the fullest extent permitted by applicable Requirements, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender or Holder were the direct creditor of the applicable Credit Party in the amount of such participation.

Section 13.18 Reserved .

Section 13.19 Reaffirmation . Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall not serve to effect a novation of the “Obligations” (as defined in the Third Amended and Restated Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, the Third Amended and Restated Financing Agreement and the Notes, which are evidenced by the Notes and secured by the Collateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the Liens and security interests granted pursuant to the Security Documents secure the indebtedness, liabilities and obligations of the Credit Parties to the Agent, the Lenders and Holders under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, and the Third Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (including previous grants of security interests, mortgages and Liens under and pursuant to the Security Documents as defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing

Agreement), the Second Amended and Restated Financing Agreement, or Third Amended and Restated Financing Agreement) shall continue unaltered, and each other Transaction Document (including (a) any Notes previously issued and outstanding prior to the date hereof and (b) the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, or Third Amended and Restated Financing Agreement) shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the Transaction Documents (including the Transactions Documents as such term is defined in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, or Third Amended and Restated Financing Agreement) (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the Notes delivered or reaffirmed hereunder, and under the Notes, the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, and the Third Amended and Restated Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be deemed to be amended to the extent necessary to give effect to the provisions of this Section 13.19. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement (as defined in the Second Amended and Restated Financing Agreement), the Second Amended and Restated Financing Agreement, or Third Amended and Restated Financing Agreement, as applicable, shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Section 13.20 Release of Agent and Lenders . Notwithstanding any other provision of this Agreement or any other Transaction Document, each Credit Party voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself, its managers, members, directors, officers, employees, stockholders, Affiliates, agents, representatives, auditors, attorneys, successors and assigns, fiduciaries, principals, investment managers, investors and their respective Affiliates (collectively, the “ Releasing Parties ”), hereby fully and completely releases and forever discharges Agent, each Lender, each Holder, their respective successors and assigns and their respective directors, officers, agents, employees, advisors, shareholders, attorneys and Affiliates and any other Person or insurer which may be responsible or liable for the acts or omissions of any of them, or who

may be liable for the injury or damage resulting therefrom (collectively, the “ Released Parties ”), of and from any and all actions, causes of action, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity, matured or unmatured, vested or contingent, that any of the Releasing Parties has against any of the Released Parties as of the date hereof. Each Credit Party acknowledges the foregoing release is a material inducement to Agent, each Lender’s and each Holder's decision to extend to Borrowers the financial accommodations hereunder and has been relied upon by the Agent, each Holder and each Lender in agreeing to purchase the Notes.

Section 13.21 Buy-Out Option . Each Last Out Note Holder hereby agrees that:

(a) at any time on or after the date that the Agent shall have voted in favor of any waiver, amendment, consent, request or election relating to this Agreement or any other Transaction Document that requires the affirmative vote of each of the Last Out Note Holders under Section 13.6 of this Agreement, which affirmative vote of each of the Last Out Note Holders shall not have been received (the “ Holdout Buy-Out ”) (the Last Out Note Holders (who failed to provide such vote) whose interest in the Fourth Tranche US Last Out Term Notes that the First Out Note Holders elect to purchase in connection with the Holdout Buy-Out, each a “ Holdout Last Out Note Holder ” and collectively, the “ Holdout Last Out Note Holders ”), then any of the First Out Note Holders (each, a “ Committed First Out Note Holder ” and collectively, the “ Committed First Out Note Holders ”) shall have the right by giving a written notice (a “ First Out Committed Buy-Out Notice ”; it being understood that the First Out Note Holders shall have no obligation to send a First Out Committed Buy-Out Notice) to the Last Out Note Holders to acquire (ratably in proportion to their respective pro rata shares of the First Out Notes or as shall otherwise be determined by the Agent) on or before the date that is 10 Business Days after the date of the Last Out Note Holders’ receipt of such First Out Committed Buy-Out Notice, from the Last Out Note Holders of the right, title, and interest of the Last Out Note Holders (or, with respect to the Holdout Buy-Out, of the Holdout Last Out Note Holders only) in and to the Fourth Tranche US Last Out Term Notes; provided , however , that if any First Out Note Holder elects not to participate in the buy-out contemplated by this Section 13.21, any other First Out Note Holder (or such other Person(s) designated by the Agent) may purchase the ratable portion of the Fourth Tranche US Last Out Term Notes that such declining First Out Note Holder otherwise would have been entitled to purchase.

(b) Upon the receipt by the Last Out Note Holders of the First Out Committed Buy-Out Notice, the Committed First Out Note Holders that have elected to participate in the buy-out contemplated in this Section 13.21 shall irrevocably be committed to acquire from the Last Out Note Holders (or, with respect to the Holdout Buy-Out, from the Holdout Last Out Note Holders only) on the date specified by the First Out Note Holders in the First Out Committed Buy-Out Notice (which date shall be within 10 Business Days after receipt by the Last Out Note Holders of the First Out Committed Buy-Out Notice) all (but not less than all) of the right, title, and interest of the Last Out Note Holders (or, with respect to the Holdout Buy-Out, from the Holdout Last Out Note Holders only) in and to the Fourth Tranche US Last Out Notes by paying to the Last Out Note Holders (or, with respect to the Holdout Buy-Out, the applicable Holdout Last Out Note Holder only), in cash a purchase price (the “ First Out Purchase Price ”) equal to the sum of:

(i) 100% of the outstanding balance with respect to the Fourth Tranche US Last Out Term Notes (or, with respect to the Holdout Buy-Out, 100% of the Holdout Last Out Note Holders’ pro rata share of the outstanding balance with respect to Fourth Tranche US Last Out Term Notes), including, without limitation, principal, interest accrued and unpaid thereon, and any unpaid fees, to the extent earned or due and payable in accordance with the Transaction Documents, and

(ii) all expenses to the extent owing to the Last Out Note Holders (or, with respect to the Holdout Buy-Out, to the Holdout Last Out Note Holders only) in accordance with the Transaction Documents;

whereupon the Last Out Note Holders (or, with respect to the Holdout Buy-Out, the Holdout Last Out Note Holders) shall assign to the Committed First Out Note Holders who have elected to participate in the buy-out contemplated by this Section 13.21, without any representation, recourse, or warranty whatsoever (except that each Last Out Note Holder (or, with respect to the Holdout Buy-Out, each Holdout Last Out Note Holder) shall warrant to the Committed First Out Note Holders that (A) the amount quoted by such Last Out Note Holder or such Holdout Last Out Note Holder (as the case may be) as its portion of the First Out Purchase Price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (B) it owns, or has the right to transfer to the Committed First Out Note Holders, the rights being transferred, (C) the assets being transferred will be free and clear of Liens, and (D) no approval of any Governmental Authority is required for the sale or transfer of the Fourth Tranche US Last Out Term Notes), its right, title, and interest with respect to the Fourth Tranche US Last Out Term Notes.

(c) The assignment by the Last Out Note Holders (or, with respect to the Holdout Buy-Out, the Holdout Last Out Note Holders) of their right, title, and interest with respect to the Fourth Tranche US Last Out Term Notes shall be at no expense to the First Out Note Holders. In connection with such assignment, the applicable Last Out Note Holders (or, with respect to the Holdout Buy-Out, the Holdout Last Out Note Holders) shall deliver to the First Out Note Holders their original Fourth Tranche US Last Out Term Notes and shall execute such other customary documents, instruments, and agreements reasonably necessary to effect such assignment, whereupon the Last Out Note Holders (or, with respect to the Holdout Buy- Out, the Holdout Last Out Note Holders) shall be relieved from any further duties, obligations, or liabilities to the First Out Note Holders pursuant to this Agreement.

(d) Anything in this Agreement to the contrary notwithstanding, each First Out Note Holder and each Last Out Note Holder hereby agree that the Committed First Out Note Holders may (i) subject to the terms of this Agreement, assign and delegate to any assignee any of the rights and obligations acquired by the First Out Note Holders as a result of the exercise of their rights pursuant to this Section 13.21 and (ii) offer the right to each other First Out Note Holder to participate in such purchase by the First Out Note Holders pursuant to this Section 13.21 in proportion to their respective pro rata shares of the First Out Notes.

Section 13.22 Replacement of Lenders and Holders . If any Lender or Holder (other than a Lender or Holder that is an Affiliate of Agent) fails to approve any consent, waiver, amendment or other

modification to any Transaction Document that (a) requires the approval of all or all directly affected Lenders and/or Holders, as applicable and (b) has been approved by the Required Lenders (or Agent on behalf of Required Lenders), the Borrower Representative (with notice to Agent) or Agent may, at its option, upon notice to such Lender or Holder and, solely to the extent requested by such Lender or Holder, delivery to such Lender or Holder of copies of Borrowers’ and Agent’s executed signature page to such consent, waiver, amendment or modification (or, to the extent Required Lenders are directly executing such consent, waiver, amendment or modification, copies of Required Lenders’ executed signature pages to such consent, waiver, amendment or modification), require such Lender or Holder (at its sole expense) to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consent required by, Section 13.8), all of its interests, rights and obligations under this Agreement and the other Transaction Documents (including, without limitation, all of its Commitment and/or Notes, as applicable) to an Assignee acceptable to Agent; provided, that such replaced Lender or Holder, as applicable, shall have received payment of an amount equal to the aggregate outstanding principal of its Notes, accrued and unpaid interest thereon, accrued and unpaid fees and all other amounts payable to it hereunder, in each case, as of the date of such assignment, from such Assignee (to the extent of such outstanding principal and accrued and unpaid interest and fees) or the applicable Borrowers (in the case of all other amounts). In the event that a replaced Lender or Holder does not execute an assignment pursuant to Section 13.8 within five (5) Business Days after receipt by such replaced Lender or Holder of notice of replacement pursuant to this Section 13.22 and presentation to such replaced Lender or Holder, as applicable, of an assignment agreement evidencing an assignment pursuant to this Section 13.22, the Agent shall be entitled (but not obligated) to execute such an assignment agreement on behalf of such replaced Lender or Holder, as applicable, and any such assignment agreement so executed by the replacement Lender or Holder, as applicable, Agent and, to the extent required by Section 13.8, Borrower Representative, shall be effective for purposes of this Section 13.22 and Section 13.8. Upon any such assignment and payment and compliance with the other provisions of Section 13.8, such replaced Lender or Holder, as applicable, shall no longer constitute a “Lender” or “Holder”, as the case may be, for purposes hereof; provided, any rights of such replaced Lender or Holder to indemnification by the Credit Parties hereunder shall survive.

Section 13.23 Limited Recourse and Non-Petition .

(a) Solely with respect to EF SPV, the Secured Parties (as defined in the US Security Agreement) shall have recourse only to the proceeds of the realization of Collateral of EF SPV once the proceeds have been applied in accordance with the terms of the US Security Agreement (the “ Net Proceeds ”). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the “ Amounts Due ”), the obligation of EF SPV shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by EF SPV for any further sum. The Secured Parties shall not take any action or commence any proceedings against EF SPV to recover any amounts due and payable by EF SPV under this Agreement except as expressly permitted by the provisions of this Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of EF SPV, nor enter into any arrangement, reorganization or insolvency proceedings in relation to EF SPV whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds.

(b) The Secured Parties hereby acknowledge and agree that EF SPV’s obligations under the Transaction Documents are solely the corporate obligations of EF SPV, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of EF SPV for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

[Signature Pages Follow]

IN WITNESS WHEREOF, each party has caused its signature page to this Fourth Amended and Restated Financing Agreement to be duly executed as of the date first written above.

US TERM NOTE BORROWERS :

RISE SPV, LLC , a Delaware limited liability company, as a US Term Note Borrower

By: Elevate Credit, Inc., a Delaware

Corporation, its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

EF SPV, LTD. , an exempted company incorporated with limited liability under the laws of the Cayman Islands, as a US Term Note Borrower

By: /s/ Andrew Dean

Name: Andrew Dean

Title: Director

UK BORROWER :

ELEVATE CREDIT INTERNATIONAL LTD. , a company incorporated under the laws of England with number 05041905, as the UK Term Note Borrower

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

US LAST OUT TERM NOTE BORROWER :

ELEVATE CREDIT SERVICE, LLC , a Delaware limited liability company, as the US Last Out Term Note Borrower


By:	Elevate Credit, Inc., as Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

IN WITNESS WHEREOF, each party has caused its signature page to this Fourth Amended and Restated Financing Agreement to be duly executed as of the date first written above.

GUARANTORS :

ELEVATE CREDIT, INC.

ELASTIC FINANCIAL LLC

ELEVATE DECISION SCIENCES, LLC

RISE CREDIT, LLC

FINANCIAL EDUCATION, LLC

EF FINANCIAL, LLC


	By: Elevate Credit, Inc., as Sole Member of each of the above-named entities

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

RISE CREDIT SERVICE OF OHIO, LLC

RISE CREDIT SERVICE OF TEXAS LLC

By: RISE Credit, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

EF MARKETING, LLC

By: EF Financial, LLC, as Sole Member of each of the above-named entity

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

IN WITNESS WHEREOF, each party has caused its signature page to this Fourth Amended and Restated Financing Agreement to be duly executed as of the date first written above.

GUARANTORS (CONT.), EACH AS AN “ELEVATE CREDIT SUBSIDIARY”:

RISE FINANCIAL, LLC

RISE CREDIT OF ALABAMA, LLC

RISE CREDIT OF ARIZONA, LLC

RISE CREDIT OF CALIFORNIA, LLC

RISE CREDIT OF COLORADO, LLC

RISE CREDIT OF DELAWARE, LLC

RISE CREDIT OF FLORIDA, LLC

RISE CREDIT OF GEORGIA, LLC

RISE CREDIT OF IDAHO, LLC

RISE CREDIT OF ILLNOIS, LLC

RISE CREDIT OF KANSAS, LLC

RISE CREDIT OF LOUISIANA, LLC

RISE CREDIT OF MISSISSIPPI, LLC

RISE CREDIT OF MISSOURI, LLC

RISE CREDIT OF NEBRASKA, LLC

RISE CREDIT OF NEVADA, LLC

RISE CREDIT OF NORTH DAKOTA, LLC

RISE CREDIT OF OKLAHOMA, LLC

RISE CREDIT OF SOUTH CAROLINA, LLC

RISE CREDIT OF SOUTH DAKOTA, LLC

RISE CREDIT OF TENNESSEE, LLC

RISE CREDIT OF TEXAS, LLC

RISE CREDIT OF UTAH, LLC

RISE CREDIT OF VIRGINIA, LLC

By: RISE SPV, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

IN WITNESS WHEREOF, each party has caused its signature page to this Fourth Amended and Restated Financing Agreement to be duly executed as of the date first written above.

GUARANTORS (CONT.), EACH AS AN

“ELEVATE CREDIT SUBSIDIARY”:

ELASTIC LOUISVILLE, LLC

ELEVATE ADMIN, LLC

ELASTIC MARKETING, LLC


By:	Elastic Financial, LLC, as Sole Member of each of the above-named entities


By:	Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: Chief Executive Officer

IN WITNESS WHEREOF, each party has caused its signature page to this Fourth Amended and Restated Financing Agreement to be duly executed as of the date first written above.

AGENT:

VICTORY PARK MANAGEMENT, LLC

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Authorized Signatory

LENDERS:

VPC ONSHORE SPECIALTY FINANCE FUND II, L.P.


By:	VPC Specialty Finance Fund GP II, L.P.

Its: General Partner


By:	VPC Specialty Finance Fund UGP II, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VPC SPECIALTY LENDING INVESTMENTS PLC

By: Victory Park Capital Advisors, LLC

Its: Investment Manager

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

SCHEDULE OF LENDERS


1.	US Term Notes



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Onshore Specialty Finance Fund II, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Specialty Lending Fund (NE), Ltd.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]		Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Specialty Opportunities Fund III Onshore, L. P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Investor Fund B, LLC	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Investor Fund C, L. P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Investor Fund G-1, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Offshore Unleveraged Private Debt Fund, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Specialty Lending Investments Intermediate, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
[****]	[****]	[****]	[****]	[****]
[****]	[****]	[****]	[****]	[****]
[****]	[****]	[****]	[****]	[****]
[****]	[****]	[****]	[****]	[****]
[****]	[****]	[****]	[****]	[****]
[****]	[****]	[****]	[****]	[****]



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
		Aggregate Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date: $110,000,000.00	Aggregate Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing: $240,000,000.00


(a)	UK Term Notes (USD)



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Specialty Lending Fund (NE), Ltd.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Specialty Opportunities Fund III Onshore, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Investor Fund B, LLC	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Investor Fund B II, LLC	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Investor Fund C, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Investor Fund G-1, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Offshore Unleveraged Private Debt Fund, L.P	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Onshore Specialty Finance Fund II, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Specialty Lending Investments Intermediate, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
		Aggregate Commitment to Fund Draws under UK Term Notes (USD) as of Fourth Restatement Closing Date: $35,000,000.00	Aggregate Outstanding Principal Amount under UK Term Notes (USD) as of Fourth Restatement Closing Date: $26,781,600.00


(b)	UK Term Notes (GBP)



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Specialty Lending Investments PLC	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	£252,529.18	£9,747,470.82	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
		Aggregate Commitment to Fund Draws under UK Term Notes (GBP) as of Fourth Restatement Closing Date: £252,529.18	Aggregate Outstanding Principal Amount under UK Term Notes (GBP) as of Fourth Restatement Closing Date: £9,747,470.82

3. Fourth Tranche US Last Out Term Notes



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Specialty Lending Fund (NE), Ltd.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Special Opportunities Fund III Onshore, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Investor Fund B, LLC	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
VPC Onshore Specialty Finance Fund II, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com



(1)	(2)	(3)	(4)	(5)
Lender/Holder	Address and Facsimile Number	Commitment to Fund Draws under US Term Notes as of Fourth Restatement Closing Date:	Outstanding Principal Amount under US Term Notes as of Fourth Restatement Closing:	Legal Representative’s Address and Facsimile Number
VPC Specialty Lending Investments Intermediate, L.P.	150 N. Riverside Plaza Suite 5200 Chicago, IL 60606 Telephone: 312.705.2786 Facsimile: 312.701.0794 Attention: Scott R. Zemnick E-mail: szemnick@vpcadvisors.com	[****]	[****]	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com
		Aggregate Commitment to Fund Draws under Fourth Tranche US Last Out Term Notes as of Fourth Restatement Closing Date: $0.00	Aggregate Outstanding Principal Amount under Fourth Tranche US Last Out Term Notes as of Fourth Restatement Closing Date: $35,050,000.00	Katten Muchin Rosenman LLP 525 West Monroe Street Chicago, IL 60661 Telephone: (312) 902-5297 (312) 902-5495 Facsimile: (312) 577-8964 (312) 577-8854 Attention: Mark R. Grossmann Scott E. Lyons E-mail: mg@kattenlaw.com scott.lyons@kattenlaw.com

EXHIBIT A-1

FORM OF SENIOR SECURED US TERM NOTE

_______ ___, 201_ Principal: U.S. $_______

FOR VALUE RECEIVED , RISE SPV, LLC, a Delaware limited liability company and EF SPV, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together, the “ US Term Note Borrowers ”) hereby jointly and severally promise to pay to or its registered assigns (the “ Holder ”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Fourth Amended and Restated Financing Agreement, dated as of October 15, 2018, by and among the US Term Note Borrowers, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “ Agent ”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “ Financing Agreement ”). The US Term Note Borrowers hereby jointly and severally promise to pay accrued and unpaid interest and Prepayment Premium, if any, on the aggregate outstanding principal amount under this Note (as defined below) on the dates, rates and in the manner provided for in the Financing Agreement. This Senior Secured Term Note (including all Senior Secured US Term Notes issued in exchange, transfer, or replacement hereof, this “ Note ”) is one of the Senior Secured US Term Notes issued pursuant to the Financing Agreement (collectively, the “ Notes ”). Capitalized terms used and not defined herein are defined in the Financing Agreement.

This Note is subject to optional redemption and mandatory prepayment on the terms specified in the Financing Agreement, but not otherwise. At any time an Event of Default exists, the aggregate outstanding principal amount under this Note, together with all accrued and unpaid interest and any applicable premium due, if any, may be declared or otherwise become due and payable in the manner, at the price and with the effect, all as provided in the Financing Agreement.

All payments in respect of this Note are to be made in lawful money of the United States of America at the Agent’s office in Chicago, Illinois or at such other place as the Agent or the Holder shall have designated by written notice to each US Term Note Borrower as provided in the Financing Agreement.

This Note may be offered, sold, assigned or transferred by the Holder as provided in the Financing Agreement.

This Note is a registered Note and, as provided in the Financing Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered Holder hereof or such Holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, each US Term Note Borrower may treat the person in whose name this Note is registered as the

owner hereof for the purpose of receiving payment and for all other purposes, and no US Term Note Borrower will be affected by any notice to the contrary.

This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note and all disputes arising hereunder shall be governed by, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The parties hereto (a) agree that any legal action or proceeding with respect to this Note or any other agreement, document, or other instrument executed in connection herewith, shall be brought in any state or federal court located within Wilmington, Delaware, (b) irrevocably waive any objections which either may now or hereafter have to the venue of any suit, action or proceeding arising out of or relating to this Note, or any other agreement, document, or other instrument executed in connection herewith, brought in the aforementioned courts, and (c) further irrevocably waive any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

THE HOLDER AND EACH US TERM NOTE BORROWER IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, each US Term Note Borrower has caused this Note to be duly executed as of the date set out above.

US TERM NOTE BORROWERS:

RISE SPV, LLC , a Delaware limited liability company

By: Elevate Credit, Inc., a Delaware Corporation, its Sole Member

By:____________________________

Name:__________________________

Title:___________________________

EF SPV, LTD , an exempted company incorporated with limited liability under the laws of the Cayman Islands

By:____________________________

Name:__________________________

Title:___________________________

EXHIBIT A-2(a)

FORM OF SENIOR SECURED UK TERM NOTE (USD)

________ ____, 201_ Note # / / -

Principal: U.S. $_______

FOR VALUE RECEIVED , ELEVATE CREDIT INTERNATIONAL LTD., a company incorporated under the laws of England with number 05041905 (the “ UK Term Note Borrower ”) hereby promises to pay to or its registered assigns (the “ Holder ”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Fourth Amended and Restated Financing Agreement, dated as of October 15, 2018, by and among the UK Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “ Agent ”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “ Financing Agreement ”). The UK Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Premium, if any, on the aggregate outstanding principal amount under this Note (as defined below) on the dates, rates and in the manner provided for in the Financing Agreement. This Senior Secured UK Term Note (USD) (including all Senior Secured UK Term Notes (USD) issued in exchange, transfer, or replacement hereof, this “ Note ”) is one of the Senior Secured UK Term Notes (USD) issued pursuant to the Financing Agreement (collectively, the “ Notes ”). Capitalized terms used and not defined herein are defined in the Financing Agreement.

All payments in respect of this Note are to be made in lawful money of the United States of America at the Agent’s office in Chicago, Illinois or at such other place as the Agent or the Holder shall have designated by written notice to the UK Term Note Borrower as provided in the Financing Agreement.

This Note may be offered, sold, assigned or transferred by the Holder as provided in the Financing Agreement; provided, this Note may not be offered, sold or delivered, directly or indirectly, within the United Kingdom or to, or for the account or benefit of a Person within the United Kingdom. No transfer of Notes made in breach of this restriction will be registered by the UK Term Note Borrower

This Note is a registered Note and, as provided in the Financing Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written

instrument of transfer duly executed, by the registered Holder hereof or such Holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the UK Term Note Borrower may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the UK Term Note Borrower will not be affected by any notice to the contrary.

THE HOLDER AND THE UK TERM NOTE BORROWER IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the UK Term Note Borrower has caused this Note to be duly executed as of the date set out above.

UK TERM NOTE BORROWER:

ELEVATE CREDIT INTERNATIONAL LTD. ,

a company incorporated under the laws of England with number 05041905

By:____________________________

Name:__________________________

Title:___________________________

EXHIBIT A-2(b)

FORM OF SENIOR SECURED UK TERM NOTE (GBP)

________ ____, 201_ Note # / / -

Principal: GBP £ ________

FOR VALUE RECEIVED , ELEVATE CREDIT INTERNATIONAL LTD., a

company incorporated under the laws of England with number 05041905 (the “ UK Term Note

Borrower ”) hereby promises to pay to or its registered assigns (the “ Holder ”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Fourth Amended and Restated Financing Agreement, dated as of October 15, 2018, by and among the UK Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “ Agent ”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “ Financing Agreement ”). The UK Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Premium, if any, on the aggregate outstanding principal amount under this Note (as defined below) on the dates, rates and in the manner provided for in the Financing Agreement. This Senior Secured UK Term Note (GBP) (including all Senior Secured UK Term Notes (GBP) issued in exchange, transfer, or replacement hereof, this “ Note ”) is one of the Senior Secured UK Term Notes (GBP) issued pursuant to the Financing Agreement (collectively, the “ Notes ”). Capitalized terms used and not defined herein are defined in the Financing Agreement.

All payments in respect of this Note are to be made in lawful money of the United States of America at the Agent’s office in Chicago, Illinois or at such other place as the Agent or the Holder shall have designated by written notice to the UK Term Note Borrower as provided in the Financing Agreement.

This Note is a registered Note and, as provided in the Financing Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written

THE HOLDER AND THE UK TERM NOTE BORROWER IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the UK Term Note Borrower has caused this Note to be duly executed as of the date set out above.

UK TERM NOTE BORROWER:

ELEVATE CREDIT INTERNATIONAL LTD. ,

a company incorporated under the laws of England with number 05041905

By:____________________________

Name:__________________________

Title:___________________________

EXHIBIT A-3

[Reserved]

EXHIBIT A-4

FORM OF SENIOR SECURED FOURTH TRANCHE US LAST OUT TERM NOTE

_________ ____, 201_ Note # / / -

Principal: U.S. $________

FOR VALUE RECEIVED , ELEVATE CREDIT SERVICE, LLC, a Delaware

limited liability company (the “ US Last Out Term Note Borrower ”) hereby promises to pay to

____________ or its registered assigns (the “ Holder ”) the amount set out above as the Principal or, if less, the aggregate unpaid outstanding principal amount under this Note pursuant to the terms of that certain Fourth Amended and Restated Financing Agreement, dated as of October 15, 2018, by and among the US Last Out Term Note Borrower, the other Borrowers party thereto, the other Credit Parties party thereto, Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “ Agent ”) and the Lenders party thereto (together with all exhibits and schedules thereto and as may be amended, restated, modified and supplemented from time to time the “ Financing Agreement ”). The US Last Out Term Note Borrower hereby promises to pay accrued and unpaid interest and Prepayment Premium and Yield Maintenance Premium, if any, on the aggregate outstanding principal amount under this Note (as defined below) on the dates, rates and in the manner provided for in the Financing Agreement. This Senior Secured Fourth Tranche US Last Out Term Note (including all Senior Secured Fourth Tranche US Last Out Term Notes issued in exchange, transfer, or replacement hereof, this “ Note ”) is one of the Senior Secured Fourth Tranche US Last Out Term Notes issued pursuant to the Financing Agreement (collectively, the “ Notes ”). Capitalized terms used and not defined herein are defined in the Financing Agreement.

All payments in respect of this Note are to be made in lawful money of the United States of America at the Agent’s office in Chicago, Illinois or at such other place as the Agent or the Holder shall have designated by written notice to the US Last Out Term Note Borrower as provided in the Financing Agreement.

This Note may be offered, sold, assigned or transferred by the Holder as provided in the Financing Agreement.

registered in the name of, the transferee. Prior to due presentment for registration of transfer, the US Last Out Term Note Borrower may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the US Last Out Term Note Borrower will not be affected by any notice to the contrary.

THE HOLDER AND THE US LAST OUT TERM NOTE BORROWER IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE ANY PROVISION OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the US Last Out Term Note Borrower has caused this Note to be duly executed as of the date set out above.

US LAST OUT TERM NOTE BORROWER:

ELEVATE CREDIT SERVICES, LLC , a

Delaware limited liability company

By:____________________________

Name:__________________________

Title:___________________________

EXHIBIT B

[Reserved]

EXHIBIT C

FORM OF SECRETARY’S AND INCUMBENCY CERTIFICATE OF

________________________

The undersigned hereby certifies that he is the Secretary of _________________, a

______________ _____________ (the “Company”), and that [he/she] makes this certificate on behalf of the Company, in connection with and pursuant to that certain Fourth Amended and Restated Financing Agreement (the “Financing Agreement”), dated as of October 15, 2018, by and among Elevate Credit, Inc., a Delaware corporation, RISE SPV, LLC, a Delaware limited liability company, Elevate Credit International Ltd., a company incorporated under the laws of England, EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and Elevate Credit Service, LLC (collectively as the “Borrowers”), the Guarantors party thereto and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders, each as defined therein, (in such capacity, the “Agent”) as follows:

Attached hereto as Exhibit A is a true and complete certified copy of the [Certificate of Incorporation/Formation] of the Company and all amendments thereto (the “Charter”), in full force and effect on and as of the date hereof, and the Charter has not otherwise been amended, modified or repealed, and no proceedings for the amendment, modification or rescission thereof are pending or contemplated, and no other amendment or other document relating to or affecting the Charter has been filed in the office of [the Secretary of State of Delaware][applicable office] as of the date hereof, and no action has been taken by the Company, its members, managers or officers in contemplation of the filing of any such amendment or other document or in contemplation of the liquidation or dissolution of the Company.


2.	Attached hereto as Exhibit B is a true and complete copy of the [Bylaws/Operating Agreement] of the Company (the “[Bylaws/Operating Agreement]”), and such [Bylaws/Operating Agreement] remain in full force and effect as of the date hereof, and no proceedings for the amendment, modification or rescission thereof are pending or contemplated.

Attached hereto as Exhibit C are true, complete and correct copy of certain resolutions duly adopted by the Board of Directors of the Company, relating to, among other things, the authorization, execution, delivery and performance of the Financing Agreement and all other Transaction Documents (as defined therein) to be executed in connection therewith and the consummation of the transactions contemplated thereby and therein. All such resolutions are in full force and effect on the date hereof in the form in which adopted without amendment, modification or revocation, and no other resolutions or action by the Board of Directors of the Company or any committee thereof have been adopted relating to the authorization, execution, delivery and performance of the Financing Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated thereby and therein.

Attached hereto as Exhibit D is a true and correct copy of applicable certificate of existence and good standing issued by the appropriate governmental official in the State of [Incorporation/Formation] of the Company. As of the Fourth Restatement Closing Date, (a) the Company is in existence and in corporate and tax good standing in each jurisdiction where the Company is incorporated, (b) the Company does not owe franchise taxes or other taxes required to maintain their corporate existence and no franchise tax reports are due, and (c) no proceedings are pending for forfeiture of the Company’s Charters or for its dissolution either voluntarily or, to my knowledge, involuntarily.


5.	Set forth below are the names of each elected or appointed officer of the Company executing the Financing Agreement, the other Transaction Documents and the certificates or instruments furnished pursuant thereto, and set forth opposite the name of each officer is the position held by such officer and genuine signature of such officer:



NAME	TITLE	SIGNATURE

[signature page to follow]

IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of the ____ day of___________, 2018.

By:____________________________

Name:__________________________

Title: Secretary

I,_______________, as the __________________ of the Company and the Subsidiaries, do hereby certify on behalf of the Company that _________________ is the duly and appointed, qualified and acting Secretary of the Company and that the signature set forth above is the genuine signature of such person.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed as of the date first written above.

By:____________________________

Name:__________________________

Title:___________________________

EXHIBIT D

FORM OF OFFICER’S CERTIFICATE

[_______], 2018

The undersigned, being the duly appointed [__________] of ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company (the “ Borrower Representative ”), hereby represents, warrants and certifies, in his capacity as [__________] of the Borrower Representative, to the Agent, the Holders and the Lenders pursuant to Section 5.1(i) of the Fourth Amended and Restated Financing Agreement, dated as of the date hereof, by and among the Borrower Representative, US Term Note Borrowers, the other Borrowers party thereto, the Guarantors party thereto, the Lenders identified therein and Victory Park Management, LLC, as administrative and collateral agent for the Lenders and the Holders (as amended, restated, supplemented or otherwise modified from time to time, the “ Financing Agreement ”), as follows (capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Financing Agreement):

The representations and warranties made by the Credit Parties in the Transaction Documents are true and correct in all material respects (without duplication of any materiality qualifiers) as of the date hereof (except for representations and warranties that speak as of a specific date, which are true and correct in all material respects (without duplication of any materiality qualifiers) as of such specific date);


2.	The Credit Parties have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by them on or prior to the date hereof;


3.	The conditions to the Fourth Restatement Closing specified in Section 5.1 of the Financing Agreement have been satisfied;


4.	No action has been taken with respect to any merger, consolidation, liquidation or dissolution of the Credit Parties, or with respect to the sale of substantially all of their assets, nor is any such action pending or contemplated;


5.	Since the Diligence Date, there has been no change which has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;


6.	No Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) has occurred and is continuing or will result from the issuance of the Notes at the Fourth Restatement Closing; and


7.	Attached hereto as Exhibit A are true, correct and complete copies of the documents listed below and such documents have not been rescinded, modified or amended

and remain in full force and effect as of the date hereof:


(a)	Form Consumer Loan Agreements; and


(b)	Facility Agreements.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF , the undersigned has executed this certificate in his capacity as [_________] of the Borrower Representative, as of the date first written above.

By:____________________________

Name:__________________________

Title:___________________________

Exhibit A to Officer’s Certificate

See attached.

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

Reference is made to that certain Fourth Amended and Restated Financing Agreement, dated as of October 15, 2018 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “ Financing Agreement ”) by and among Rise SPV, LLC, a Delaware limited liability company (“ Rise SPV ”), EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ EF SPV ”; together with Rise SPV, the “ US Term Note Borrowers ”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “ UK Borrower ”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“ Elevate Credit ” or the “ US Last Out Term Note Borrower ”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “ Lender ” and collectively, the “ Lenders ”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “ Agent ”) for the Lenders and the Holders (as defined therein). This certificate (this “ Certificate ”), together with supporting calculations attached hereto, is delivered to the Agent pursuant to the terms of Section 8.2(c) of the Financing Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Financing Agreement.

Enclosed herewith is a copy of the financial statements that are required to be delivered pursuant to Section 8.2( ) of the Financing Agreement for the [calendar month] [Fiscal Year] ending as of [ date of end of period ] (the “ Computation Date ”), which (i) are in accordance with the books and records of the Credit Parties, which have been maintained in such a manner as to permit the preparation of consolidated financial statements in accordance with GAAP, and (ii) are true and correct and fairly present in accordance with GAAP, the financial condition and results of operations of the Credit Parties and their Subsidiaries as of the Computation Date and for the period covered thereby, subject solely in the case of financial statements delivered pursuant to Section 8.2(a) of the Financing Agreement, to normal year-end adjustments and absence of footnote disclosure.

I, [Name of Officer] , [Title of Officer] of the Borrower Representative, do hereby certify in such capacity, on behalf of the Credit Parties, that (i) I have not become aware of any Event of Default or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default that has occurred and is continuing, (ii) the Credit Parties are in compliance with each covenant set forth in Section 8 of the Financing Agreement and each representation and warranty contained in Section 7 of the Financing Agreement is true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as though made on such date (except for representations and warranties that speak as of a specific date, which representations and warranties were true and correct in all material respects (without duplication of any materiality qualifiers contained therein) as of such specific date) and

(iii) the amounts and computations set forth on Schedule A attached hereto are true and correct. [ If an Event of Default exists, provide a description of it and the steps, if any, being taken to cure it .]

[Signature Page Follows]

IN WITNESS WHEREOF , the undersigned has signed this Certificate as of this

________ day of ________, 201_.

ELEVATE CREDIT SERVICE, LLC , as Borrower

Representative

By:____________________________

Name:__________________________

Title:___________________________

SCHEDULE A


A.	Section 8.1(a) - Loan to Value Ratio


1.	Outstanding principal amount of the First Out Notes as $__________

of the date of determination


2.	Aggregate outstanding principal amount of Current $__________

Consumer Loans as of the date of determination


3.	Maximum Loan to Value Ratio in effect as of the date $__________

of determination in accordance with Section 8.1(a) of

Financing Agreement*


4.	Product of amounts under 2 + 3 $__________


5.	Aggregate unrestricted (it being agreed and ____________

acknowledged that cash collateral securing surety bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Credit Parties with respect to which Agent shall have a perfected Lien, in each case, as of the date of determination


6.	Total Value (“Borrowing Base”) (Sum of amounts ____________

under 4 + 5)

Compliance (i.e. greater than or equal to 1.00 to 1.00?): [YES/NO]

* Refer to Section 8.1(a) of Financing Agreement for a determination of the Maximum Loan to Value Ratio as of the date of measurement.


B.	Section 8.1(b) - Charge Off Rate


1.	Ratio of (i) the outstanding principal balance of ____________

Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due in the calendar month that was two full calendar months preceding the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that do not have a principal payment that became past due as of the last day of the calendar month that was three full calendar months preceding the calendar month that

includes such date of determination


2.	Ratio of (i) the outstanding principal balance of ____________

Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due in the calendar month that was one full calendar months preceding the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became one or more days past due but not greater than 30 days past due as of the last day of the calendar month that was two full calendar months preceding the calendar month that includes such date of determination


3.	Ratio of (i) the outstanding principal balance of ____________

Consumer Loans that have a principal payment that became 61 or more days past due but not greater than 90 days past due in the calendar month that includes such date of determination to (ii) the outstanding principal balance of Consumer Loans that have a principal payment that became 31 or more days past due but not greater than 60 days past due as of the last day of the calendar month that was one full calendar month preceding the calendar month that includes such date of determination


4.	Charge Off Rate (Amount under 1 multiplied by ____________

amounts under 2 and 3)


5.	Maximum Charge Off Rate for any one month 20% Compliance: [YES/NO]


C.	Section 8.1(c) - First Payment Default Rate


1.	Outstanding principal balance of Consumer Loans that $__________

have their first principal payment become one or more

days past due but not greater than 30 days past due in the calendar month that includes such date of determination


2.	Outstanding principal balance of Consumer Loans that $__________

do not have their first principal payment become past

due in the calendar month that includes such date of determination


3.	First Payment Default Rate (Amount under 1 divided by ____________

amount under 2)


4.	Maximum First Payment Default Rate for any one

calendar month 20%


5.	Maximum First Payment Default Rate for two months

during any three month period 17.5%

Compliance: [YES/NO]


D.	Section 8.1(d) - Corporate Cash


1.	Lowest sum of unrestricted cash and Cash Equivalent $__________

Investments of Elevate Credit Parent and all other

Credit Parties (other than the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower) with respect to which Agent has a perfected Lien since the date of most recently delivered Certificate


2.	Minimum aggregate cash balance required $5,000,000 Compliance: [YES/NO]


E.	Section 8.1(e) - Book Value of Equity


1.	Total assets of the Credit Parties and their Subsidiaries $__________

as of date of determination


2.	Less intangible assets of the Credit Parties and their $__________

Subsidiaries as of date of determination


3.	Less total liabilities of the Credit Parties and their $__________

Subsidiaries as of date of determination


4.	Book Value of Equity (Amount under 1 minus amount $__________

under 2 minus amount under 3)


5.	Minimum required Book Value of Equity $5,000,000 Compliance: [YES/NO]

EXHIBIT F

FORM OF NOTICE OF BORROWING

Victory Park Management, LLC,

as Agent under the Financing Agreement described below

______________,____

Ladies and Gentlemen:

Reference is made to that certain Fourth Amended and Restated Financing Agreement, dated as of October 15, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Financing Agreement ”), among Rise SPV, LLC, a Delaware limited liability company (“ Rise SPV ”), EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ EF SPV ”; together with Rise SPV, the “ US Term Note Borrowers ”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “ UK Borrower ”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“ Elevate Credit ” or the “ US Last Out Term Note Borrower ”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, Victory Park Management, LLC, as Agent for the Lenders and the Holders, and the Lenders signatory thereto from time to time. Capitalized terms used but not otherwise defined in this letter shall have the meanings given to such terms in the Financing Agreement.

The Borrower Representative, on behalf of the applicable Borrower, hereby gives you irrevocable notice, pursuant to Section 2.1 of the Financing Agreement of such Borrower’s request of a drawn under the Notes (the “ Proposed Draw ”) under the Financing Agreement and, in that connection, sets forth the following information:

a. The Proposed Draw is being made under the _____________ Notes [by [Rise SPV / EF SPV]] 1 .


b.	The amount of the Proposed Draw is $_____________ ² under the

____________ Notes;


c.	The date of the Proposed Draw is_____________, _____ 3

(the “ Draw Date ”); and


1	Include only for borrowings under the US Term Notes and specify to which US Term Note Borrower the borrowing should be attributed.

2 Must be in increments of not less than $100,000.

3 Must be a Permitted Draw Date.

d. The proceeds of the Proposed Draw shall be disbursed in accordance with the instructions set forth on Exhibit A attached hereto.

[The undersigned hereby certifies that attached hereto as Exhibit B is a true and correct calculation (which calculation shall be in form and substance reasonably acceptable to the Agent) of the Borrowing Base of the Borrower as of a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the Draw Date.]

The undersigned hereby certifies that the following statements are true and correct on the date hereof and will be true and correct on the Draw Date, both before and after giving effect to the Proposed Draw:

i. The representations and warranties by each Credit Party contained in the Financing Agreement and in each other Transaction Document are true and correct in all material respects (without duplication of any materiality qualifiers) as of the Draw Date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Fourth Restatement Closing Date (in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date);

ii. No Event of Default or event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default has occurred and is continuing or would result after giving effect to such Proposed Draw;

iii. After giving effect to such draw or issuance, as applicable, (A) the aggregate outstanding principal amount of the First Out Notes would not exceed the Maximum First Out Note Balance, (B) with respect to a draw under the US Term Notes, the aggregate outstanding principal amount of the US Term Notes would not exceed the Maximum US Term Note Commitment, (C) with respect to a draw under the UK Term Notes, the aggregate outstanding principal amount of the UK Term Notes would not exceed the Maximum UK Term Note Commitment, (D) with respect to a draw under the US Last Out Term Notes, the aggregate outstanding principal amount of the US Last Out Term Notes would not exceed the Maximum US Last Out Term Note Commitment and (E) with respect to a draw under the Fourth Tranche US Last Out Term Notes, the aggregate outstanding principal amount of the Fourth Tranche US Last Out Term Notes would not exceed the Maximum Fourth Tranche US Last Out Term Note Commitment;


iv.	The Draw Date is a Permitted Draw Date; and

v. After giving effect to the Proposed Draw, the Debt-to-Equity Ratio of each Borrower is not more than 9-to-1.

[Balance of page intentionally left blank; signature page follows.]

ELEVATE CREDIT SERVICE, LLC , a

Delaware limited liability company, as the Borrower Representative

By:____________________________

Name:__________________________

Title:___________________________

Exhibit A

Instructions for Disbursement of Proceeds

[Insert]

[Exhibit B

Calculation of Borrowing Base of Borrower Borrowing Base as of ___________, 201_ ⁴


A.	the aggregate balance of the Current Consumer $__________

Loans on such date multiplied by the Maximum

Loan to Value Ratio in effect as of such date in accordance with Section 8.1(a) of the Financing Agreement


B.	Maximum Loan to Value Ratio in effect as of such $__________

date in accordance with Section 8.1(a) of the

Financing Agreement


C.	Product of amounts under 1 and 2 $__________


D.	Aggregate unrestricted (it being agreed and $__________

acknowledged that cash collateral securing surety

bonds and letters of credit posted or maintained by the Credit Parties shall be deemed to be “restricted”) cash and Cash Equivalent Investments of the Credit Parties with respect to which Agent shall have a perfected Lien as of the date of determination (for purposes of clarification, unrestricted cash includes all cash of the Credit Parties that is being held by an ACH provider prior to remittance to a Credit Party)


E.	Borrowing Base (Sum of C and D above) $__________]

4 To be a date no earlier than the end of the most recently ended fiscal month and no later than the day immediately preceding the Draw Date.

EXHIBIT G JOINDER AGREEMENT

This JOINDER AGREEMENT (this “ Joinder Agreement ”) dated as of _______, 201_ is executed by the undersigned for the benefit of Victory Park Management, LLC, as administrative agent and collateral agent (the “ Agent ”) for the Lenders and the Holders (as defined therein) in connection with that certain Fourth Amended and Restated Financing Agreement dated as of October 15 2018 among Rise SPV, LLC, a Delaware limited liability company (“ Rise SPV ”), EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“ EF SPV ”; together with Rise SPV, the “ US Term Note Borrowers ”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905, as the UK Borrower (the “ UK Borrower ”), Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“ Elevate Credit ” or the “ US Last Out Term Note Borrower ”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “ Borrower ” and collectively, the “ Borrowers ”), the Guarantors from time to time party thereto, the Lenders party thereto and the Agent (as amended, supplemented or modified from time to time, the “ Financing Agreement ”), that certain Amended and Restated Pledge and Security Agreement dated as of October 15, 2018 among the Borrowers, the other Guarantors party thereto and the Agent (as amended, supplemented or modified from time to time, the “ Pledge and Security Agreement ”) and that certain letter agreement dated as of January 30, 2014 among the Borrower, the other Assignors party thereto and the Agent (as amended, supplemented or modified from time to time, the “ Collateral Assignment ”). Capitalized terms not otherwise defined herein are being used herein as defined in the Financing Agreement.

The signatory hereto is required to execute this Joinder Agreement pursuant to Section 8.24

of the Financing Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees as follows:

1. The undersigned expressly assumes all the obligations of (a) a Guarantor and a Credit Party under the Financing Agreement, (b) an Obligor under the Pledge and Security Agreement and (c) an Assignor under the Collateral Assignment and agrees that such Person is

(x) a Guarantor and a Credit Party under the Financing Agreement and bound as a Guarantor and a Credit Party under the terms of the Financing Agreement, (y) an Obligor under the Pledge and Security Agreement and bound as an Obligor under the terms of the Pledge and Security Agreement and (z) an Assignor under the Collateral Assignment and bound as an Assignor under the terms of the Collateral Agreement, in each case, as if it had been an original signatory to the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment. Without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations,

the undersigned hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the

Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned subject to the provisions of the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment.

2. The information set forth in Annex 1-A to this Joinder Agreement is hereby added to the information set forth in Schedules A through G to the Pledge and Security Agreement.

3. The undersigned’s address and fax number for notices under the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment shall be the address and fax number set forth below its signature to this Joinder Agreement.

4. This Joinder Agreement shall be deemed to be part of, and a modification to, the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment and shall be governed by all the terms and provisions of the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment, which shall continue in full force and effect as modified hereby as a valid and binding agreement of the undersigned enforceable against such person or entity. The undersigned hereby waives notice of Agent’s acceptance of this Joinder Agreement. The undersigned will deliver an executed original of this Joinder Agreement to Agent.

5. The undersigned hereby represents and warrants that each of the representations and warranties contained in the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment applicable to it is true and correct in all material respects (without duplication of any materiality qualifiers) on and as the date hereof as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

[NEW CREDIT PARTY]

By:____________________________

Name:__________________________

Title:___________________________

Address:________________________

________________________

Attn:_____________________

Fax:______________________

ANNEX 1-A

SCHEDULES TO PLEDGE AND SECURITY AGREEMENT

See attached.

SCHEDULE A

Principal Places of Business and Other Collateral Locations of Obligors


1.	Chief Executive Office


2.	Other Collateral Locations

SCHEDULE B

Recording Jurisdiction

SCHEDULE C

Commercial Tort Claims

SCHEDULE D

Pledged Companies

SCHEDULE E

Pledged Equity



Obligor	Pledged Company	Percent of Pledged Interests	Certificate No. of Pledged Interests	Pledged Interests as % of Total Issued and Outstanding of Pledged Company

SCHEDULE F

Controlled Accounts

SCHEDULE G

Motor Vehicles

EXHIBIT H

INDEX OF CLOSING DOCUMENTS

=========================================

VICTORY PARK - ELEVATE CREDIT, INC.

FOURTH AMENDED AND RESTATED ELEVATE TRANSACTION

by and among

RISE SPV, LLC, a Delaware limited liability company, and EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as the US Term Note Borrowers (together, the “ US Term Note Borrowers ”),

ELEVATE CREDIT INTERNATIONAL LTD., a company incorporated under the laws of England with number 05041905 (the “ UK Borrower ”),

ELEVATE CREDIT SERVICE, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower and the Fourth Tranche US Last Out Term Note Borrower (“ Elevate Credit ” or the “ US Last Out Term Note Borrower ”),

THE GUARANTORS FROM TIME TO TIME PARTY THERETO,

THE LENDERS PARTY THERETO

and

VICTORY PARK MANAGEMENT, LLC, a Delaware limited liability company, as Agent (the “ Agent ”),

* * *

Fourth Restatement Closing Date: October 15, 2018

All capitalized terms used herein without definition shall have the meaning given them in the Fourth Amended and Restated Financing Agreement.

Items in bold indicate those to be prepared or obtained by the Credit Parties or the Credit Parties’ counsel


I.	PRINCIPAL FINANCING and COLLATERAL DOCUMENTS


1.	Fourth Amended and Restated Financing Agreement by and among Agent, Lenders and the Credit Parties

EXHIBITS

Exhibit A-1 Form of Senior Secured US Term Note

Exhibit A-2(a) Form of Senior Secured UK Term Note (USD) Exhibit A-2(b) Form of Senior Secured UK Term Note (GBP) Exhibit A-3 [Reserved]

Exhibit A-4 Form of Senior Secured Fourth Tranche US Last Out Term Note Exhibit B [Reserved]

Exhibit C Form of Secretary’s Certificate Exhibit D Form of Officer’s Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Notice of Borrowing Exhibit G Form of Joinder Agreement

Exhibit H Index of Fourth Restatement Closing Documents

SCHEDULES

Schedule 1.1 Calculation of Charge Off Rate Schedule 7.1 Subsidiaries

Schedule 7.5 Consents

Schedule 7.7 Equity Capitalization

Schedule 7.8 Indebtedness and Other Contracts

Schedule 7.12 Intellectual Property Rights

Schedule 7.22 Conduct of Business; Regulatory Permits Schedule 7.27 ERISA and UK Pension Schemes

Schedule 7.32 Transactions with Affiliates

Schedule 7.40 Material Contracts

Schedule 8.25 Existing Investments


2.	Notes:


a.	Senior Secured Fourth Tranche US Last Out Term Note (VPC Investor Fund B, LLC)


b.	Senior Secured Fourth Tranche US Last Out Term Note (VPC Specialty Opportunities Fund III Onshore, L.P.)


c.	Senior Secured Fourth Tranche US Last Out Term Note (VPC Specialty Lending Fund (NE), Ltd.


d.	Senior Secured Fourth Tranche US Last Out Term Note (VPC Specialty Lending Investments Intermediate, L.P.)


e.	Senior Secured Fourth Tranche US Last Out Term Note (VPC Onshore Specialty Finance Fund II, L.P.)


f.	Senior Secured UK Term Note (USD) (VPC Specialty Lending Fund (NE), Ltd.)


g.	Senior Secured UK Term Note (USD) (VPC Specialty Lending Investments Intermediate, L.P.)


h.	Senior Secured UK Term Note (USD) (VPC Onshore Specialty Finance Fund II, L.P.)


i.	Senior Secured UK Term Note (USD) (VPC Offshore Unleveraged Private Debt Fund, L.P.)


j.	Senior Secured UK Term Note (USD) (VPC Investor Fund G-1, L.P.)


k.	Senior Secured UK Term Note (USD) (VPC Investor Fund C, L.P.)


l.	Senior Secured UK Term Note (USD) (VPC Investor Fund B II, LLC)


m.	Senior Secured UK Term Note (USD) (VPC Investor Fund B, LLC)


n.	Senior Secured UK Term Note (USD) (VPC Specialty Opportunities Fund III Onshore, L.P.)


o.	Commitment Senior Secured UK Term Note (USD) (VPC Onshore Specialty Finance Fund II, L.P.)


p.	Senior Secured UK Term Note (GBP) (VPC Specialty Lending Investments PLC)


q.	Commitment Senior Secured UK Term Note (GBP) (VPC Specialty Lending Investments PLC)


r.	Senior Secured US Term Note (COF Holdings I LLC)


s.	Senior Secured US Term Note (590 Consumer Lending Corp, LLC)


t.	Senior Secured US Term Note (VPC Specialty Lending Investments Intermediate, L.P.)


u.	Senior Secured US Term Note (VPC Offshore Unleveraged Private Debt Fund, L.P.)


v.	Senior Secured US Term Note (VPC Investor Fund G-1, L.P.)


w.	Senior Secured US Term Note (VPC Specialty Opportunities Fund III Onshore, L.P.)


x.	Senior Secured US Term Note (VPC Onshore Specialty Finance Fund II, L.P.)


y.	Commitment Senior Secured US Term Note (VPC Onshore Specialty Finance Fund II, L.P.)


3.	Amended and Restated Pledge and Security Agreement

SCHEDULES

Schedule A Principal Places of Business and Other

Collateral Locations of Obligors

Schedule B Recording Jurisdiction

Schedule C Commercial Tort Claims

Schedule D Pledged Companies

Schedule E Pledged Equity

Schedule F Controlled Accounts

Schedule G Motor Vehicles

EXHIBITS

Exhibit A-1 Consent

Exhibit A-2 Pledge Instruction

Exhibit B UCC Financing Statements


a.	Membership Interest Certificate with respect to 100% of the equity interests of EF Financial, LLC


i.	Consent


ii.	Pledge Instruction


iii.	Transaction Statement


iv.	Equity Power


v.	Irrevocable Proxy


b.	Membership Interest Certificate with respect to 100% of the equity interests of EF Marketing, LLC


i.	Consent


ii.	Pledge Instruction


iii.	Transaction Statement


iv.	Equity Power


v.	Irrevocable Proxy


c.	Membership Interest Certificate with respect to 100% of the equity interests of Rise Credit of Florida, LLC


i.	Consent


ii.	Pledge Instruction


iii.	Transaction Statement


iv.	Equity Power


v.	Irrevocable Proxy


d.	Membership Interest Certificate with respect to 100% of the equity interests of Elastic Louisville, LLC and related Equity Power


e.	Membership Interest Certificate with respect to 100% of the equity interests of Elastic Marketing, LLC and related Equity Power


f.	Membership Interest Certificate with respect to 100% of the equity interests of Elastic Admin, LLC and related Equity Power


4.	Trademark Security Agreement executed by Elastic Financial, LLC in favor of Agent

Schedule of Trademarks


5.	Trademark Security Agreement executed by Elevate Credit Service, LLC in favor of Agent

Schedule of Trademarks


6.	Master Reaffirmation Agreement to reaffirm all obligations and agreements of the Credit Parties under all Security Documents originally executed in connection with the Original Financing Agreement, the Amended and Restated Financing Agreement,

Second Amended and Restated Financing Agreement and/or the Third Amended and Restated Financing Agreement


7.	Fourth Amended and Restated Perfection Certificate

Schedule 1(a) Corporate Names and Tax ID Schedule 1(b) Trade Names

Schedule 1(c) Asset Acquisitions

Schedule 2(a) Locations of Owned Real Property Schedule 2(b) Locations of Leased Real Property Schedule 2(c) Title policies, legal descriptions and leases Schedule 3(a) Chief Executive Office

Schedule 3(b) Other locations

Schedule 4 Equity Interests

Schedule 5 Debt Instruments

Schedule 6 Intellectual Property

Schedule 7 Bank Accounts

Schedule 8 Commercial Tort Claims


II.	ANCILLARY LOAN DOCUMENTS


8.	Officer’s Certificate


9.	Solvency Certificate


10.	Pre-Closing Lien Search Reports


11.	UCC Financing Statements set forth on Exhibit A hereto


12.	Administrative Services Agreement between EF SPV, Ltd. and EF Financial, LLC


13.	Credit Default Protection Agreement between EF SPV, Ltd. and EF Financial, LLC


14.	Insurance Certificates/Endorsements in favor of Agent naming Agent as additional insured or lender’s loss payee, as applicable


III.	SECRETARY’S CERTIFICATES


15.	EF SPV, Ltd. - Secretary’s Certificate (including incumbency)

Exhibit A: Minutes (authorizing financing documents)

Exhibit B: Certificate of Formation, certified in the Cayman Islands Exhibit C: Memorandum and Aricles of Association

Exhibit D: Trust Agreement


Exhibit E: Administration	Agreement (authorizing financing documents)

Exhibit F: Good Standing Certificate


16.	Credit Parties - Secretary’s Certificate (including incumbency) with respect to each of the Credit Parties

Exhibit A: Resolutions

Exhibit B: Charter, certified by the Secretary of State of the applicable jurisdictions of formation (or certifying no changes to charters delivered in connection with Second Amended and Restated Financing Agreement)

Exhibit C: Bylaws or LLC Agreement, as applicable


Exhibit D:	Good Standing Certificates from the applicable jurisdictions of formation


IV.	LEGAL OPINION


17.	Opinion of CPDB re: Financing Documents


18.	Opinion of Maples re: Cayman Corporate Law


V.	TAX FORM


19.	Tax form for VPC Specialty Opportunities Fund III Onshore, L.P. and VPC Investor Fund B II, LLC


20.	W-8 for EF SPV, Ltd.


VI.	CERTIFIED COPIES OF THE FOLLOWING DOCUMENTS:


21.	Form Consumer Loan Agreement


22.	Participation Agreement


23.	Joint Marketing Agreement


24.	License and Support Agreement

EXHIBIT A

Financing Statements

UCC-1 Financing Statements



Debtor	Jurisdiction	Secured Party	Type	Date of Filing	Filing Number
EF SPV, Ltd.	DC Recorder of Deeds	Victory Park Management, LLC, as Agent	All Assets
EF Financial, LLC	DE SOS	Victory Park Management, LLC, as Agent	All Assets
EF Marketing, LLC	DE SOS	Victory Park Management, LLC, as Agent	All Assets
Rise Credit of Florida, LLC	DE SOS	Victory Park Management, LLC, as Agent	All Assets

SCHEDULES TO

FOURTH AMENDED AND RESTATED FINANCING AGREEMENT

Schedule 1.1 Example of Calculation of Charge off Rate



	Jan-18	Feb-18	Mar-18	Apr-18	May-18
Current	201,214,655	189,555,471	184,334,972	181,571,736	192,508,621
1 to 30	20,326,600	17,273,597	16,105,603	18,248,465	15,014,987
31 to 60	13,321,317	13,751,009	11,659,889	9,223,101	11,349,986
Total < 60	234,862,572	220,580,077	212,100,464	209,043,302	218,873,594



Charge-offs	11,935,300	10,576,910	12,480,923	11,037,014	10,638,388
Rollrates to 1-30		8.6%	8.5%	9.9%	8.3%
to 31-60		67.7%	67.5%	57.3%	62.2%
to C/O		79.4%	90.8%	94.7%	115.3%
Loss Rate		5.15%	6.09%	5.49%	5.61%

Schedule 7.1 Subsidiaries



Name	Sole Member	State of Formation	Percent of Subsidiary Held
Elevate Credit International Limited	Elevate Credit, Inc.	United Kingdom	100%
Elevate Credit Service, LLC	Elevate Credit, Inc.	Delaware	100%
Elevate Decision Sciences, LLC	Elevate Credit, Inc.	Delaware	100%
Elastic Financial, LLC	Elevate Credit, Inc.	Delaware	100%
RISE Credit, LLC	Elevate Credit, Inc.	Delaware	100%
RISE SPV, LLC	Elevate Credit, Inc.	Delaware	100%
Financial Education, LLC	Elevate Credit, Inc.	Delaware	100%
Today Card, LLC	Elevate Credit, Inc.	Delaware	100%
EF Financial, LLC	Elevate Credit, Inc.	Delaware	100%
Rise Financial, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Alabama, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Arizona, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of California, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Colorado, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Delaware, LLC	RISE SPV, LLC	Texas	100%
Rise Credit of Florida, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Georgia, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Idaho, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Illinois, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Kansas, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Louisiana, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Mississippi, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Missouri, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Nebraska, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Nevada, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of North Dakota, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Oklahoma, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Texas, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Tennessee, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of South Carolina, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of South Dakota, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Utah, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit of Virginia, LLC	RISE SPV, LLC	Delaware	100%
RISE Credit Service of Ohio, LLC	RISE Credit, LLC	Delaware	100%
RISE Credit Service of Texas, LLC	RISE Credit, LLC	Delaware	100%
Elastic Louisville, LLC Elevate Admin, LLC	Elastic Financial, LLC Elastic Financial, LLC	Delaware Delaware	100% 100%
Elastic Marketing, LLC	Elastic Financial, LLC	Delaware	100%
Today Marketing, LLC	Today Card, LLC	Delaware	100%
TODAY SPV, LLC	Today Card, LLC	Delaware	100%
EF Marketing, LLC	EF Financial, LLC	Delaware	100%

Schedule 7.5 Consents

NONE

Schedule 7.7 Equity Capitalization

For Elevate Credit, Inc. :

Elevate Credit is a publicly traded corporation under the ticker symbol ELVT.

For Subsidiaries of Elevate Credit, Inc. :



Issuer	Holder	Class of Stock or Other Interests	Certificate No.	No. of Units	Percent of Subsidiary Held
Elevate Credit International Limited	Elevate Credit, Inc.	Ordinary Shares	10 11	350 650	100%
Elevate Credit Service, LLC	Elevate Credit, Inc.	membership interest	2	100	100%
Elevate Decision Sciences, LLC	Elevate Credit, Inc.	membership interest	2	100	100%
Elastic Financial, LLC	Elevate Credit, Inc.	membership interest	2	100	100%
RISE Credit, LLC	Elevate Credit, Inc.	membership interest	2	100	100%
RISE SPV, LLC	Elevate Credit, Inc.	membership interest	2	100	100%
Financial Education, LLC	Elevate Credit, Inc.	membership interest	1	100	100%
Today Card, LLC	Elevate Credit, Inc.	membership interest	1	100	100%
EF Financial, LLC	Elevate Credit, Inc.	membership interest	1	100	100%
Rise Financial, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of Alabama, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of Arizona, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of California, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of Colorado, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of Delaware, LLC	RISE SPV, LLC	membership interest	4	100	100%
Rise Credit of Florida, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of Georgia, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of Idaho, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of Illinois, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of Kansas, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of Louisiana, LLC	RISE SPV, LLC	membership interest	1	100	100%



RISE Credit of Mississippi, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of Missouri, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of Nebraska, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of Nevada, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of North Dakota, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit of Oklahoma, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of Texas, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of Tennessee, LLC	RISE SPV, LLC	membership interest	1	100	100%
RISE Credit of South Carolina, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of South Dakota, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of Utah, LLC	RISE SPV, LLC	membership interest	3	100	100%
RISE Credit of Virginia, LLC	RISE SPV, LLC	membership interest	2	100	100%
RISE Credit Service of Ohio, LLC	RISE Credit, LLC	membership interest	4	100	100%
RISE Credit Service of Texas, LLC	RISE Credit, LLC	membership interest	3	100	100%
Elastic Louisville, LLC	Elastic Financial, LLC	membership interest	2	100	100%
Elevate Admin, LLC	Elastic Financial, LLC	membership interest	3	100	100%
Elastic Marketing, LLC	Elastic Financial, LLC	membership interest	2	100	100%
Today Marketing, LLC	Today Card, LLC	membership interest	1	100	100%
Today SPV, LLC	Today Card, LLC	membership interest	1	100	100%
EF Marketing, LLC	EF Financial, LLC	membership interest	1	100	100%

Schedule 7.8 Indebtedness and Other Contracts


(i)	USD 240,000,000 Rate Protection Transaction, dated as of January, 11, 2019 between SBMC Capital Markets, Inc. and Rise SPV, LLC


(ii)	Elevate Credit is a publicly traded corporation under the ticker symbol ELVT. See Elevate Credit's most recent public filing for a current list of material agreements.


(iii)	NONE

(iv) Schedule 7.12 Intellectual Property Rights

NONE

Schedule 7.22 Conduct of Business; Regulatory Permits

NONE

Schedule 7.27 ERISA and UK Pension Schemes


(a)	See below:


1.	Elevate Credit has two equity incentive plans to provide equity incentives to employees at its discretion.


2.	Elevate Credit provides Workers Compensation insurance to its employees through CNA Financial Corporation for all states except Washington, which is provided through the State of Washington.


3.	Elevate Credit provides a Vision Insurance Plan to its employees through Avesis.


4.	Elevate Credit provides Flexible Spending Accounts to its employees through Infinisource.


5.	Elevate Credit provides COBRA to its employees through Infinisource.


6.	Elevate Credit provides a Dental insurance plan to its employees through Sun Life Financial.


7.	Elevate Credit provides Short Term Disability to its employees through Cigna.


8.	Elevate Credit provides Long Term Disability to its employees through Cigna


9.	Elevate Credit provides Group life/ AD&D to its employees through Cigna.


10.	Elevate Credit provides Voluntary Life/ AD&D to its employees through Cigna.


11.	Elevate Credit provides a Medical Insurance plan to its employees through UnitedHealthcare.


12.	Elevate Credit provides a 401(k) Plan to its employees through Fidelity.


13.	Elevate Credit provides a Life Assistance Program to its employees through Cigna.


(b)	None.


(c)	None.

Schedule 7.32 Transactions with Affiliates

Elevate Credit is a publicly traded corporation under the ticker symbol ELVT. See Elevate Credit's most recent public filing for a current list of material agreements.

Schedule 7.40 Material Contracts

Elevate Credit is a publicly traded corporation under the ticker symbol ELVT. See Elevate Credit's most recent public filing for a current list of material agreements.

Schedule 8.25 Existing Investments

NONE

FOURTH AMENDMENT TO FINANCING AGREEMENT

This FOURTH AMENDMENT TO FINANCING AGREEMENT (this “ Amendment ”) is made and entered into as of October 15, 2018 by and among Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “ Consumer Loan Borrower ”), Today Card LLC, a Delaware limited liability company (the “ Credit Card Borrower ” and together with the Consumer Loan Borrower, collectively, the “ Borrowers ”), Elevate Credit, Inc., a Delaware corporation (“ Elevate Credit ”) as a Guarantor, the other Guarantors party hereto (such Guarantors, collectively with Elevate Credit, the Consumer Loan Borrower and the Credit Card Borrower, the “ Credit Parties ”) and Victory Park Management, LLC, as administrative agent and collateral agent for the Lenders and the Holders (in such capacity, the “ Agent ”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Financing Agreement or if not defined therein, in the Pledge and Security Agreement.

WHEREAS , the Guarantors, Elevate Credit, the Consumer Loan Borrower, the Lenders and the Agent are parties to that certain Financing Agreement dated as of July 1, 2015, as amended by that certain First Amendment to Financing Agreement dated as of October 21, 2015, that certain Second Amendment to Financing Agreement dated as of July 14, 2016 and that certain Third Amendment to Financing Agreement dated as of April 27, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Financing Agreement ”);

WHEREAS , the Credit Card Borrower desires to join the Financing Agreement as a Borrower on a joint and several basis; and

WHEREAS , the Credit Parties and the Agent desire to amend certain provisions of the Financing Agreement on the terms set forth herein.

NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Financing Agreement . Subject to the terms and conditions of this Amendment, including the satisfaction of the conditions precedent set forth in Section 2 hereof, the Financing Agreement is amended as follows:

(a) The following definitions are added to Section 1.1 of the Financing Agreement in their proper alphabetical order:

“ Amendment Closing Date ” means October 15, 2018.

“ CCB ” means Capital Community Bank, a Utah chartered bank, and its successors and assigns.

“ CCB Participation Agreement ” means that certain Participation Agreement to be entered into after the Amendment Closing Date by and between Credit Card Borrower and CCB in form and substance acceptable to Agent.

“ Consumer Loan Borrower ” means Elastic SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors and assigns.

“ Consumer Loan Guidelines ” means those guidelines established by Republic Bank, attached as Schedule 1.1(b) hereto, for the administration of

the Program, as amended, modified or supplemented from time to time by Republic Bank with the prior written consent of the Consumer Loan Borrower to the extent such consent is required pursuant to the RB Participation Agreement; provided, the Consumer Loan Borrower will not provide such consent without the prior written consent of the Agent.

“ Credit Card Account ” means a consumer account established by CCB upon the issuance of one or more credit cards and which provides for the extension of credit on a revolving basis by CCB to the Credit Card Obligor under the related Credit Card Agreement to finance the purchase of products and services from Persons that accept credit cards for payment.

“ Credit Card Agreement ” means with respect to a Credit Card Account, the agreement or agreements between CCB and the Credit Card Obligor governing the terms and conditions of such account, as any such agreement or agreements may be amended, modified or otherwise changed from time to time.

“ Credit Card Borrower ” means Today Card LLC, a Delaware limited liability company, and its successors and assigns.

“ Credit Card Guidelines ” means those guidelines established by CCB, attached as Schedule 1.1(c) hereto, for the administration of the Program, as amended, modified or supplemented from time to time by CCB with the prior written consent of the Credit Card Borrower to the extent such consent is required pursuant to the CCB Participation Agreement; provided, the Credit Card Borrower will not provide such consent without the prior written consent of the Agent.

“ Credit Card Obligor ” means consumers who use the MasterCard or other successor network-branded credit card accounts for personal use and as either primary cardholders or co-applicant cardholders that are jointly and severally liable for amounts due under the MasterCard accounts.

“ Credit Card Receivable ” means the MasterCard or other successor network-branded credit card receivables, including the full cost of the goods or services purchased by a Credit Card Obligor and any accrued interest, and in which a 95.0% participation interest is sold to Credit Card Borrower.

“ Current Credit Card Receivable ” means, as of any date of determination, a Credit Card Receivable that is subject to a first priority Lien in favor of Agent and which does not have any principal, interest or fee payment that is greater than sixty (60) days past due on such date.

“ Excess Concentration Amounts ” means as of any date of determination an amount equal to the principal balance of Credit Card Receivables in excess of $11,800,000, if any.

“ RB Participation Agreement ” means that certain Participation Agreement dated as of July 1, 2015 by and between Consumer Loan Borrower and Republic Bank.

“ Republic Bank ” means Republic Bank & Trust Company and its successors and assigns.

(b) Clause (a) in the definition of “ Borrowing Base ” is amended and restated in its entirety to read as follows:

“(i) the sum of the aggregate balance on such date of (A) the Current Consumer Loans and (B) the Current Credit Card Receivable less any Excess Concentration Amounts multiplied by (ii) the Maximum Loan to Value Ratio (as set forth in the column labeled “Maximum Loan to Value Ratio” of the table set forth below in effect as of such date in accordance with Section 8.1(a) of this Agreement); plus ”



Actual Charge Off Rate as of Measurement Date	Maximum Loan to Value Ratio
Less than 10%	0.85
Greater than or equal to 10% and less than or equal to 15%	0.80
Greater than 15% and less than or equal to 20%	0.75

(c) The following definitions in Section 1.1 of the Financing Agreement are amended and restated in their entirety to read as follows:

“ Borrower ” means, collectively or individually as applicable, the Consumer Loan Borrower and the Credit Card Borrower.

“ Change of Control ” means, (a) with respect to any Credit Party or any Subsidiary of any Credit Party, that such Person shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not such Person is the surviving corporation) another Person or (ii) sell, assign, transfer, lease, license, convey or otherwise dispose of all or substantially all of the properties or assets of such Person to another Person; provided, the foregoing notwithstanding, any of the Elevate Credit Subsidiaries may suspend its operations in any jurisdiction in which it operates and dissolve as a result of a decision by the Credit Parties to exit one or more markets from time to time; (b) the accumulation after the Amendment Closing Date, whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of 50% or more of the shares of the outstanding Capital Stock of the Elevate Credit Parent, or, in any event, that number of shares of outstanding Capital Stock of Elevate Credit Parent representing voting control of Elevate Credit Parent, whether by merger, consolidation, sale or other transfer of shares of Capital Stock (other than a merger or consolidation where the stockholders of Elevate Credit Parent prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation); (c) Elevate Credit Parent shall cease to own, beneficially and of record, for any reason at any time 100% of the Capital Stock of any of the Elevate Credit Subsidiaries, free and clear of all Liens (other than Liens in favor of the Agent); or (d) the owner of the Capital Stock of either Borrower as of the Closing Date shall cease to own, beneficially and of record, for any reason at any time 100% of the Capital Stock of such Borrower.

“ Consumer Loans ” means unsecured consumer loans originated by Republic Bank and in which a 90.0% participation interest is sold to the Consumer Loan Borrower. Consumer Loans will be only be issued to individual residents of the United States of America and in accordance with the Program Guidelines.

“ Customer Information ” means nonpublic information relating to borrowers or applicants of Consumer Loans and/or Credit Card Receivables, as applicable, including without limitation, names, addresses, telephone numbers, e-mail addresses, credit information, account numbers, social security numbers, loan balances or other loan information, and lists derived therefrom and any other information required to be kept confidential by the Requirements.

“ Debt-to-Equity Ratio ” means, (a) with respect to Elevate Credit, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of Elevate Credit and its Subsidiaries (including the Obligations), determined in accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to Elevate Credit by its stockholders and retained earnings of Elevate Credit, determined in accordance with GAAP, in each case, as of such time reduced by (B) the aggregate amount of cash distributions made by Elevate Credit to any of its stockholders, as of such time, and (b) with respect to each Borrower, at any time, the ratio between (i) the aggregate amount of Indebtedness, liabilities and other obligations of such Borrower (including the Obligations), determined in accordance with GAAP, at such time, and (ii) the sum of (A) the aggregate amount of capital contributions made to such Borrower by Elevate Credit Parent and retained earnings of such Borrower, determined in accordance with GAAP, in each case, as of such time reduced by (B) the aggregate amount of cash distributions made by such Borrower to any of its members as of such time.

“ Extraordinary Receipts ” means any cash received by any Credit Party or any of their Subsidiaries outside the ordinary course of business (and not consisting of proceeds described in Sections 2.3(b)(i), (b)(ii), (b)(iii), (b)(iv) or (b)(vi)), including, without limitation, (a) foreign, United States, state or local tax refunds outside the ordinary course of business, (b) pension plan reversions outside the ordinary course of business, (c) judgments, proceeds of settlements or other consideration of any kind in excess of $500,000 in the aggregate in connection with any cause of action (but excluding any amounts received in connection with the collection, sale, or disposition in the ordinary course of business of the Credit Parties of (i) Consumer Loans that are not Current Consumer Loans and (ii) Credit Card Receivables that are not Current Credit Card Receivables and that have been settled or charged off) and (d) any purchase price adjustment received in connection with any Acquisition.

“ Federal or Multi-State Force Majeure Affected Amount ” means, as of any date of determination, an amount equal to the aggregate outstanding principal amount of the Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans or Credit Card Receivables that remain outstanding on such date to borrowers

residing in state(s) directly affected by a Federal or Multi-State Force Majeure Event (which amount with respect to each such Consumer Loan or Credit Card Receivable, as applicable, shall not exceed the outstanding principal amount of such Consumer Loan or Credit Card Receivable, as applicable, on such date) and the denominator of which shall be equal to the aggregate outstanding principal amount of the Notes on such date.

“ Federal or Multi-State Force Majeure Event ” means (i) any regulatory event or regulatory change at the federal level or in any group of states acting in concert in which the Credit Parties originate Consumer Loans and/or Credit Card Receivables, in each case, that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans and/or Credit Card Receivables in such affected jurisdictions pursuant to the Program or another program of a type similar to the Program or (ii) the termination by Republic Bank, or CCB, as applicable of the respective Program and the failure by the Credit Parties, after using commercially reasonable efforts during the termination period specified in Republic Bank’s or CCB’s termination notices, as applicable, to arrange for another partner to originate Consumer Loans or Credit Card Receivables, as applicable and as permitted by the Requirements, or similar products under the Program or another program of similar type to the Program, either of which result in a Federal or Multi-State Force Majeure Affected Amount equal to two-thirds or more of the aggregate principal amount then outstanding under the Notes as of the applicable date of determination.

“ Material Contract ” means any contract or other arrangement to which any Credit Party or any of its Subsidiaries is a party (other than the Transaction Documents) for which breach, nonperformance, cancellation, termination or failure to renew could reasonably be expected to have a Material Adverse Effect.

“ Permitted Dispositions ” means (i) sales of Inventory in the ordinary course of business, (ii) disposals of obsolete, worn out or surplus equipment in the ordinary course of business, (iii) the granting of Permitted Liens, (iv) the licensing of patents, trademarks, copyrights and other Intellectual Property Rights in the ordinary course of business consistent with past practice, (v) collection, sale, or disposition in the ordinary course of business of the Credit Parties of Credit Card Receivables that are not Current Credit Card Receivables and that have been settled or charged off, (vi) collection, sale, or disposition in the ordinary course of business of the Credit Parties of Consumer Loans that are not Current Consumer Loans and that have been settled or charged off, and (vii) reasonable expenditures of cash in the ordinary course of business or as otherwise approved by the board of directors (or similar governing body) of the applicable Credit Party.

“ Program ” means (i) the lending program for the solicitation, marketing, and origination of Consumer Loans pursuant to Program Guidelines and (ii) the credit card program for the solicitation, marketing, and origination of Credit Card Receivables pursuant to Credit Card Guidelines.

“ Program Guidelines ” means, collectively, the Consumer Loan Guidelines and the Credit Card Guidelines.

“ Requirements ” means all applicable federal and state laws and regulations related, directly or indirectly, to the following: credit (including, without limitation, Consumer Credit); servicing; disclosures, information security and privacy and regulations and industry guidance and requirements (including, but not limited to, guidance issued by the Payment Card Industry); the USA Patriot Act; the Office of Foreign Asset Controls' rules and regulations; the Interagency Guidelines; debt collection and debt collection practices laws and regulations applicable to the Credit Parties or the Program; the federal Truth in Lending Act; the federal Electronic Funds Transfer Act; the federal Equal Credit Opportunity Act; the federal Gramm-Leach-Bliley Act; the federal Fair Debt Collection Practices Act; and laws, regulations, rules, and guidance applicable to the solicitation, origination, and servicing of the Credit Card Accounts, including but not limited to the credit card network rules, the Payment Card Industry Data Security Standards and the NACHA Operating Regulations.

“ State Force Majeure Event ” means any regulatory event or regulatory change in any state in which the Credit Parties originate Consumer Loans and/or Credit Card Receivables, in each case, that would prohibit or make it illegal for the Credit Parties to continue to originate or collect Consumer Loans and/or Credit Card Receivables in such state pursuant to the Program or another program of a type similar to the Program.

“ State Force Majeure Paydown Amount ” means, as of any date of determination, an amount designated in writing by the Borrowers to the Agent within ten (10) days following such date equal to the aggregate outstanding principal amount of the Notes on such date multiplied by a fraction, the numerator of which shall be equal to the portion of such aggregate outstanding principal amount for which the proceeds thereof were used to originate Consumer Loans or Credit Card Receivables that remain outstanding on such date to borrowers residing in state(s) affected by a State Force Majeure Event (which amount with respect to each such Consumer Loan or Credit Card Receivables, as applicable, shall not exceed the outstanding principal amount of such Consumer Loan or Credit Card Receivable, as applicable, on such date) and the denominator of which shall be equal to the aggregate outstanding principal amount of the US Notes on such date.

(d) Section 7.38 of the Financing Agreement is amended and restated in its entirety to read as follows:

Section 7.38 Certain Other Representations and Warranties . Each Consumer Loan Agreement and Credit Card Agreement is a valid and subsisting agreement and is in full force and effect in accordance with the terms thereof, no default or event of default exists under any such Consumer Loan Agreement or Credit Card Agreement and no party to any such Consumer Loan Agreement or Credit Card Agreement has any accrued right to terminate any such Consumer Loan Agreement or Credit Card Agreement, as applicable, on account of a default by any Person or otherwise, except in each case, where

the same would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e) The “and” between clauses (i) and (ii) of Section 8.3(k) of the Financing Agreement is deleted and replaced with “,” and the following is added to the end of Section 8.3(k) of the Financing Agreement as clause (iii):

(iii) a summary report with respect to the Credit Card Receivable portfolio of the Credit Parties containing such information as may be reasonably requested by Agent.

(f) Section 8.20(a) of the Financing Agreement is amended and restated in its entirety as follows:

“The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Reviewing Parties in connection with any Reviewing Party’s regulatory review and due diligence of the Program Guidelines and Credit Card Guidelines after the Closing Date, (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to the Program Guidelines or Credit Card Guidelines, as applicable, and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion) of any Credit Party’s receipt of written notice of any comments, recommendations or guidance from a Reviewing Party in accordance with the preceding clause (ii), resolve or address any such issues, in each case, in a manner satisfactory to the Agent;

(g) Clause (i) in Section 8.20(b) of the Financing Agreement is amended and restated in its entirety as follows:

“in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “ Reviewing Parties ” and each, a “ Reviewing Party ”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ lending program for the solicitation, marketing, documentation, origination and servicing of Consumer Loans and Credit Card Receivables in each state in which any Credit Party originates Consumer Loans and/or Credit Card Receivables, as applicable,”

(h) Section 8.21 of the Financing Agreement is amended and restated in its entirety as follows:

Section 8.21 Use of Proceeds . The Borrowers will use the proceeds from the sale of each Note solely (i) with respect to the Consumer Loan Borrower, to purchase participation interests in loan and interest receivables (in any non-payday loan product) originated by Republic Bank, (ii) with respect to the Credit Card Borrower, to purchase participation interests in Credit Card Receivables originated by CCB and (iii) to fund certain fees and expenses associated with the consummation of the transactions contemplated by this Agreement.

(i) Section 8.23 of the Financing Agreement is amended and restated in its entirety as follows:

Section 8.23 Modification of Organizational Documents and Certain Documents . The Credit Parties shall not, without the prior written consent of the Agent, (i) permit the charter, by-laws, memorandum and articles of association, or other organizational or incorporation documents of any Credit Party, or any Material Contract, to be amended or modified, or (ii) amend, supplement in a manner adverse to the Agent, any Lender or any Holder or otherwise modify, or waive any material rights, claims or remedies under, any of the Consumer Loan Agreements or Credit Card Agreement, as applicable, except with respect to a settlement or charge off thereunder in the ordinary course of business.

(j) The first sentence of Section 8.24 of the Financing Agreement is amended and restated in its entirety as follows:

“The Credit Parties shall notify the Agent in writing within the earlier of: (i) thirty (30) days of the formation or acquisition of any Subsidiaries; or (ii) the origination of any Consumer Loans or Credit Card Receivables by any such newly formed or acquired Subsidiaries.”

(k) Exhibit A attached hereto shall be attached to the Financing Agreement as Schedule 1.1(c).

2. Joinder .

(a) The Credit Card Borrower expressly assumes, jointly and severally with the Consumer Loan Borrower, all the obligations of (a) a Borrower under the Financing Agreement, (b) an Obligor under the Pledge and Security Agreement and (c) an Assignor under the Collateral Assignment and agrees that such Person is (x) a Borrower under the Financing Agreement and bound as a Borrower under the terms of the Financing Agreement, (y) an Obligor under the Pledge and Security Agreement and bound as an Obligor under the terms of the Pledge and Security Agreement and (z) an Assignor under the Collateral Assignment and bound as an Assignor under the terms of the Collateral Agreement, in each case, as if it had been an original signatory to the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment. Without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations, the Credit Card Borrower hereby mortgages, pledges and hypothecates to the Agent for the benefit of the Secured Parties, and grants to the Agent for the benefit of the Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned subject to the provisions of the Financing Agreement, the Pledge and Security Agreement and the Collateral Assignment.

(b) The information set forth in Annex 1-A to this Amendment is hereby added to the information set forth in Schedules A through G to the Pledge and Security Agreement.

3. Deemed Usage . The Credit Parties acknowledge and agree that “Borrower” as used in the Financing Agreement shall be deemed to include each of the Credit Card Borrower (as of the date hereof) and the Consumer Loan Borrower (as of the Closing Date), individually and collectively, as applicable.

4. Conditions Precedent . This Amendment shall become effective upon the satisfaction in full of each of the following conditions:

(a) each Borrower shall have executed and delivered, or caused to be delivered, to the Agent evidence satisfactory to the Agent that such Borrower shall pay to the Agent on the date hereof all fees and other amounts due and owing thereon under this Amendment and the other Transaction Documents;

(b) the representations and warranties of the Credit Parties contained herein and in the Financing Agreement shall be true and correct except to the extent such representations and warranties

expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; and

5. General Release . In consideration of the Agent’s agreements contained in this Amendment, each Credit Party hereby irrevocably releases and forever discharge the Lenders, the Holders and the Agent and their affiliates, subsidiaries, successors, assigns, directors, officers, employees, agents, consultants, attorneys, managers, investment managers, principles and portfolio companies (each, a “ Released Person ”) of and from any and all claims, suits, actions, investigations, proceedings or demands, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law of any kind or character, known or unknown, which such Credit Party ever had or now has against Agent, any Lender, any Holder or any other Released Person which relates, directly or indirectly, to any acts or omissions of Agent, any Lender, any Holder or any other Released Person relating to the Financing Agreement or any other Transaction Document on or prior to the date hereof.

6. Representations, Warranties and Covenants of the Credit Parties . To induce the Agent to execute and deliver this Amendment, each Credit Party represents, warrants and covenants that:

(a) The execution, delivery and performance by each Credit Party of this Amendment and all documents and instruments delivered in connection herewith have been duly authorized by all necessary action required on its part, and this Amendment and all documents and instruments delivered in connection herewith are legal, valid and binding obligations of such Credit Party enforceable against such Credit Party in accordance with its terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(b) Each of the representations and warranties set forth in the Transaction Documents is true and correct on and as of the date hereof as if made on the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, and each of the agreements and covenants in the Transaction Documents is hereby reaffirmed with the same force and effect as if each were separately stated herein and made as of the date hereof.

(c) Neither the execution, delivery and performance of this Amendment nor the consummation of the transactions contemplated hereby or thereby does or shall (i) result in a violation of any Credit Party’s certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other governing documents, or the terms of any Capital Stock or other Equity Interests of any Credit Party; (ii) conflict with, or constitute a breach or default (or an event which, with notice or lapse of time or both, would become a breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Credit Party is a party; (iii) result in any “price reset” or other material change in or other modification to the terms of any Indebtedness, Equity Interests or other securities of any Credit Party; or (iv) result in a violation of any law, rule, regulation, order, judgment or decree.

(d) No Event of Default has occurred or is continuing under this Amendment or any other Transaction Document.

(e) Within thirty (30) days after the Closing Date (or such later date as may be approved by Agent), the Credit Parties shall enter into a CCB Participation Agreement in a form substantially satisfactory to the Agent.

7. Ratification of Liability . Each Credit Party, as debtor, grantor, pledgor, guarantor, assignor, or in other similar capacity in which such party grants liens or security interests in its properties or otherwise acts as an accommodation party or guarantor, as the case may be, under the Transaction Documents, hereby ratifies and reaffirms all of its payment and performance obligations and obligations to indemnify, contingent

or otherwise, under each Transaction Document to which such party is a party, and each such party hereby ratifies and reaffirms its grant of liens on or security interests in its properties pursuant to such Transaction Documents to which it is a party as security for the obligations under or with respect to the Financing Agreement, the Notes and the other Transaction Documents, and confirms and agrees that such liens and security interests hereafter secure all of the obligations under the Transaction Documents, including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document. Each Credit Party further agrees and reaffirms that the Transaction Documents to which it is a party now apply to all obligations as modified hereby (including, without limitation, all additional obligations hereafter arising or incurred pursuant to or in connection with this Amendment or any Transaction Document). Each such party (a) further acknowledges receipt of a copy of this Amendment and all other agreements, documents, and instruments executed or delivered in connection herewith, (b) consents to the terms and conditions of same, and (c) agrees and acknowledges that each of the Transaction Documents, as modified hereby, remains in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, any Holder or the Agent, nor constitute a waiver of any provision of any of the Transaction Documents nor constitute a novation of any of the obligations under the Transaction Documents.

8. Reference to and Effect Upon the Transaction Documents .

(a) Except as specifically amended hereby, all terms, conditions, covenants, representations and warranties contained in the Transaction Documents, and all rights of the Lenders, the Holders and the Agent and all of the obligations under the Transaction Documents, shall remain in full force and effect, including, but not limited to, the right of first refusal in favor of Agent and its designees set forth in Section 8.19 of the Financing Agreement. Each Credit Party hereby confirms that the Transaction Documents are in full force and effect, and that no Credit Party has any right of setoff, recoupment or other offset or any defense, claim or counterclaim with respect to any Transaction Document or the Credit Parties’ obligations thereunder.

(b) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment and any consents or waivers set forth herein shall not directly or indirectly: (i) create any obligation to make any further loans or to defer any enforcement action after the occurrence of any Event of Default; (ii) constitute a consent or waiver of any past, present or future violations of any Transaction Document; (iii) amend, modify or operate as a waiver of any provision of any Transaction Document or any right, power or remedy of any Lender, any Holder or the Agent or (iv) constitute a course of dealing or other basis for altering any obligations under the Transaction Documents or any other contract or instrument. Except as expressly set forth herein, each Lender, each Holder and the Agent reserve all of their rights, powers, and remedies under the Transaction Documents and applicable law. All of the provisions of the Transaction Documents, including, without limitation, the time of the essence provisions, are hereby reiterated, and if ever waived previously, are hereby reinstated.

(c) From and after the date hereof, (i) the term “Agreement” in the Financing Agreement, and all references to the Financing Agreement in any Transaction Document shall mean the Financing Agreement, as amended by this Amendment and (ii) the term “Transaction Documents” defined in the Financing Agreement shall include, without limitation, this Amendment and any agreements, instruments and other documents executed or delivered in connection herewith.

9. Costs and Expenses . In addition to, and not in lieu of, the terms of the Transaction Documents relating to the reimbursement of the Lenders’, the Holders’ and the Agent’s fees and expenses, the Credit Parties shall reimburse each Lender, each Holder and the Agent, as the case may be, promptly on demand for all fees, costs, charges and expenses, including the fees, costs and expenses of counsel and other expenses incurred in connection with this Amendment.

10. Governing Law; Jurisdiction . All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by the internal laws of the State of New York, without giving effect to its conflicts of law principles other than §5-1401 and 5-1402 of the New York General Obligations Law. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AMENDMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY.

11. No Strict Construction . The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

12. Counterparts . This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile or by electronic media or similar means shall be deemed to be their original signature for all purposes.

13. Severability . The invalidity, illegality, or unenforceability of any provision in or obligation under this Amendment in any jurisdiction shall not affect or impair the validity, legality, or enforceability of the remaining provisions or obligations under this Amendment or of such provision or obligation in any other jurisdiction. If feasible, any such offending provision shall be deemed modified to be within the limits of enforceability or validity; provided that if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Amendment in all other respects shall remain valid and enforceable.

14. Further Assurances . The parties hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

15. Headings . The headings of this Amendment are for convenience of reference and shall not form part of, or affect the interpretation of, this Amendment.

16. Limited Recourse and Non-Petition .

(a) The Secured Parties shall have recourse only to the proceeds of the realization of Collateral once the proceeds have been applied in accordance with the terms of the Pledge and Security Agreement (the " Net Proceeds "). If the Net Proceeds are insufficient to discharge all payments which, but for the effect of this clause, would then be due (the " Amounts Due "), the obligation of the Borrowers shall be limited to the amounts available from the Net Proceeds and no debt shall be owed to the Secured Parties by the Borrowers for any further sum. The Secured Parties shall not take any action or commence any proceedings against the Borrowers to recover any amounts due and payable by the Borrowers under the Financing Agreement except as expressly permitted by the provisions of the Financing Agreement. The Secured Parties shall not take any action or commence any proceedings or petition a court for the liquidation of the Borrowers, nor enter into any arrangement, reorganization or insolvency proceedings in relation to the Borrowers whether under the laws of the Cayman Islands or other applicable bankruptcy laws until after the later to occur of the payment of all of the Amounts Due or the application of all of the Net Proceeds.

(b) The Secured Parties hereby acknowledge and agree that the Borrowers’ obligations under the Transaction Documents are solely the corporate obligations of the Borrowers, and that the Secured Parties shall not have any recourse against any of the directors, officers or employees of the Borrowers for any claims, losses, damages, liabilities, indemnities or other obligations whatsoever in connection with any transactions contemplated by the Transaction Documents.

[Remainder of Page Intentionally Left Blank; Signature Pages Follows]

IN WITNESS WHEREOF , each party has caused its signature page to this Amendment to be duly executed as of the date first written above.

BORROWERS :

ELASTIC SPV, LTD. , an exempted company incorporated with limited liability under the laws of the Cayman Islands, as a Borrower

By: /s/ Andrew Dean

Name: Andrew Dean

Title: Director

TODAY CARD LLC , a Delaware limited liability company, as a Borrower

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: CEO

GUARANTORS :

ELEVATE CREDIT, INC. , a Delaware corporation

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: CEO

[SIGNATURE PAGES CONTINUE]

GUARANTORS (CONT.), EACH AS AN “ELEVATE CREDIT SUBSIDIARY”:

ELASTIC FINANCIAL, LLC

ELEVATE DECISION SCIENCES, LLC

RISE Credit, LLC

FINANCIAL EDUCATION, LLC

ELEVATE CREDIT SERVICE, LLC

RISE SPV, LLC

EF FINANCIAL, LLC


	By: Elevate Credit, Inc., as Sole Member of each of the above-named entities

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

RISE CREDIT SERVICE OF OHIO, LLC

RISE CREDIT SERVICE OF TEXAS, LLC

By: RISE Credit, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

[SIGNATURE PAGES CONTINUE]

RISE FINANCIAL, LLC

RISE CREDIT OF ALABAMA, LLC

RISE CREDIT OF ARIZONA, LLC

RISE CREDIT OF CALIFORNIA, LLC

RISE CREDIT OF COLORADO, LLC

RISE CREDIT OF DELAWARE, LLC

RISE CREDIT OF FLORIDA, LLC

RISE CREDIT OF GEORGIA, LLC

RISE CREDIT OF IDAHO, LLC

RISE CREDIT OF ILLINOIS, LLC

RISE CREDIT OF KANSAS, LLC

RISE CREDIT OF LOUISIANA, LLC

RISE CREDIT OF MISSISSIPPI, LLC

RISE CREDIT OF MISSOURI, LLC

RISE CREDIT OF NEBRASKA, LLC

RISE CREDIT OF NEVADA, LLC

RISE CREDIT OF NORTH DAKOTA, LLC

RISE CREDIT OF OKLAHOMA, LLC

RISE CREDIT OF SOUTH CAROLINA, LLC

RISE CREDIT OF SOUTH DAKOTA, LLC

RISE CREDIT OF TEXAS, LLC

RISE CREDIT OF TENNESSEE, LLC

RISE CREDIT OF UTAH, LLC

RISE CREDIT OF VIRGINIA, LLC

By: RISE SPV, LLC, as Sole Member of each of the above-named entities

By: Elevate CREDIT, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

[SIGNATURE PAGES CONTINUE]

ELASTIC LOUISVILLE, LLC

ELEVATE ADMIN, LLC

ELASTIC MARKETING, LLC

By: Elastic Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

TODAY MARKETING, LLC

TODAY SPV, LLC

By: Today Card, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

EF MARKETING, LLC

By: EF Financial, LLC, as Sole Member of each of the above-named entities

By: Elevate Credit, Inc., as its Sole Member

By: /s/ Kenneth E. Rees

Name: Kenneth E. Rees

Title: President

[SIGNATURE PAGES CONTINUE]

AGENT :

VICTORY PARK MANAGEMENT, LLC

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Authorized Signatory

LENDERS :

VPC INVESTOR FUND B, LLC

By: VPC Investor Fund GP B, L.P.

Its: Managing Member

By: VPC Investor Fund UGP B, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VPC SPECIALTY FINANCE FUND I, L.P.

By: VPC Specialty Finance Fund GP I, L.P.

Its: General Partner

By: VPC Specialty Finance Fund UGP I, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

[SIGNATURE PAGES CONTINUE]

LENDERS (CON’T.):

VPC ONSHORE SPECIALTY FINANCE FUND II, L.P.

By: Victory Park Capital Advisors, LLC

Its: Investment Manager

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VPC INVESTOR FUND A, L.P.

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Authorized Signatory

VPC INVESTOR FUND C, L.P.

By: VPC Investor Fund GP C, L.P.

Its: General Partner

By: VPC Investor Fund UGP C, LLC

Its: General Partner

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

VPC INVESTOR FUND G-1, L.P.

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Authorized Signatory

[SIGNATURE PAGES CONTINUE]

LENDERS (CON’T.):

VPC SPECIALTY LENDING FUND (NE), LTD.

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: Authorized Signatory

VPC SPECIALTY LENDING INVESTMENTS PLC

By: Victory Park Capital Advisors, LLC

Its: Investment Manager

By: /s/ Scott R. Zemnick

Name: Scott R. Zemnick

Title: General Counsel

EXHIBIT A

Schedule 1.1(c)

Credit Card Guidelines

Capitalized terms used and not otherwise defined in this Schedule 1.1(c) shall have the respective meanings ascribed to them in the Joint Marketing Agreement, dated as of June 28 2018, between Capital Community Bank, a Utah chartered bank, and Today Marketing, LLC, a Delaware limited liability company.

Account . The Account is an unsecured, consumer credit card offered by CCB through the Network. The Customer will be able to use the Account up to the available credit limit as long as it remains in good standing. In order to open an Account, the Customer must have a deposit account with a financial institution and meet defined underwriting criteria. The Customer will be able to use the Account where MasterCard is accepted.

Credit Line . Subject to credit, affordability and underwriting policies established by CCB, Customer may receive an initial credit limit of between $500 and $5,000. If an Account remains in good standing for a minimum of one (1) year, then CCB may approve proactive or Customer requested credit line increases. Such credit line increases will remain in compliance with defined credit policy, underwriting, and ability to pay requirements established by CCB.

Interest Rates . The Account will be created with a variable interest rate of either prime plus 29.00% or prime plus 34.00% annual percentage rate (APR). If a balance transfer offer is made available on an Account, then the variable interest rate for balance transfers will be prime plus 34.00%. Prime is the U.S. Prime Rate published in The Wall Street Journal on the last Business Day of the month. An increase or decrease in the Prime Rate will cause a corresponding increase or decrease in an Account’s variable APRs on the first day of the billing cycle that begins in the month immediately following the change in the index.

Annual Fee . The Account will be created with an annual fee of $75.00 or $125.00 which will be billed during the first billing cycle and, thereafter, on each account anniversary. The Annual Fee is non- refundable should the Account be cancelled for any reason. A Customer who pays at least the minimum amount due each billing cycle by or on the due date for twelve (12) consecutive billing cycles, and who remains in good standing, will receive a reduction in the Annual Fee such that only $50.000 will be billed the next time the Annual Fee is charged.

Cash Advances . A Customer will not have the ability to withdraw cash or take a cash advance from the Account.

Additional Fees . Subject to applicable Law, specifically the amendments made by the CARD Act to the federal Truth in Lending Act, the following Additional Fees will apply to an Account: (a) a Customer requesting an additional card on the Account will incur a $10.00 annual fee for each Additional Card, which fee is non-refundable if the additional card or Account is cancelled; (b) a Customer whose payment is returned for insufficient funds will be charged an NSF fee of $27.00; (c) a Customer who does not pay at least the minimum amount due by the due date of the billing cycle will be charged a Late Fee of $27.00 in the first instance and up to $38.00 in subsequent instances; (d) a Customer who requests a paper billing statement will be charged $5.00 per month; (e) a Customer who requests that a replacement card be shipped by overnight or express mail will be assessed a fee of $35.00; (f) a Customer who uses their Account for a foreign (non-U.S. dollar) denominated transaction will be assessed a foreign exchange fee equal to three percent (3%) of the U.S. dollar equivalent of the transaction amount.

Repayment . Monthly payment due dates will be at least twenty five (25) days following the close of a billing cycle. A minimum amount due will be calculated as five percent (5%) of the current balance, with a minimum of $30.00.

Reporting . Account information including credit line, utilization, and payment history shall be reported to the credit bureaus.

ANNEX 1-A

SCHEDULES TO PLEDGE AND SECURITY AGREEMENT

See attached.

SCHEDULE A

Principal Places of Business and Other

Collateral Locations of Obligors

1. Chief Executive Office

All Guarantors have a Chief Executive Office and Principal Place of Business at 4150 International Plaza, Suite 300, Ft. Worth, TX 76109, Tarrant County.

2. Other Collateral Locations



Complete Address (including county)	Record Owner	Relationship
745 Atlantic Ave Boston, MA 02111 Suffolk County	Iron Mountain	Provider

SCHEDULE B

Recording Jurisdiction



Obligor	Recording Jurisdiction
Today Card, LLC	Delaware

SCHEDULE C

Commercial Tort Claims

None.

SCHEDULE D

Pledged Companies



Name	Sole Member	State of Formation	Percent of Subsidiary Held
Today Card, LLC	Elevate Credit, Inc.	Delaware	100%

SCHEDULE E

Pledged Equity



Obligor	Pledged Company	Number of Units Pledged	Percent of Pledged Interests	Certificate No. of Pledged Interests	Pledged Interests as % of Total Issued and Outstanding of Pledged Company
Elevate Credit, Inc.	Today Card, LLC	100	100%	1%	100%

SCHEDULE F

Controlled Accounts



Name of Bank (addresses below)	Name of Entity on the Account	Account Name or Description	Account Number	Type of Account
Plains Capital Bank	Today Card, LLC	Today Card LLC	7735075801	Checking

Plains Capital Bank Address :

2323 Victory Avenue, Suite 1400

Dallas, Texas 75219

SCHEDULE G

Motor Vehicles

None.

Exhibit 31.1

CERTIFICATION

I, Kenneth E. Rees, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Paragraph omitted in accordance with SEC transition instructions;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 9, 2018	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Christopher Lutes, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of Elevate Credit, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Paragraph omitted in accordance with SEC transition instructions;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	November 9, 2018	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Kenneth E. Rees, Chief Executive Officer and Chairman of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:


i.	The Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


ii.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 9, 2018	By:	/s/ Kenneth E. Rees
			Kenneth E. Rees
			Chief Executive Officer and Chairman (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Christopher Lutes, Chief Financial Officer of Elevate Credit, Inc. (the "Company"), hereby certify, that, to my knowledge:


i.	The Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


ii.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	November 9, 2018	By:	/s/ Christopher Lutes
			Christopher Lutes
			Chief Financial Officer (Principal Financial Officer)